SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14a-12
ROCHEM ENVIRONMENTAL, INC.
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________
(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)(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:
[ ] 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>
Rochem Environmental, Inc.
610 N. Milby Street
Houston, Texas 77003
Phone: (713) 224-7626
Fax: (713) 224-7627
February 8, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders
of Rochem Environmental, Inc. to be held on Friday, March 12, 1999 at 10:00
a.m., Central Standard Time at the Company's corporate office located at 610
North Milby Street, Houston, Texas. We look forward to this opportunity to
update you on developments at Rochem Environmental.
We hope you will attend the meeting in person. Whether you expect to be
present and regardless of the number of shares you own, please mark, sign and
mail the enclosed proxy in the envelope provided. Matters on which action will
be taken at the meeting are explained in detail in the notice and proxy
statement following this letter.
Sincerely,
Erick J. Neuman
President
<PAGE>
ROCHEM ENVIRONMENTAL, INC.
610 North Milby Street
Houston, Texas 77003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 12, 1999
Notice is hereby given that the Annual Meeting of Stockholders of Rochem
Environmental, Inc. (the "Company") will be held at the Company's corporate
office located at 610 N. Milby Street, Houston, TX 77003 at 10:00 a.m., Central
Standard Time, on Friday, March 12, 1999, for the following purposes:
1. To elect four Directors;
2. To ratify the selection of Weinstein Spira & Company, P.C. as
independent auditors of the Company for the fiscal year ended
September 30, 1999;
3. To transact such other business as may properly come before the
meeting.
Common stockholders of record at the close of business on January 29, 1999
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Erick J. Neuman
President
<PAGE>
ROCHEM ENVIRONMENTAL, INC.
610 NORTH MILBY STREET
HOUSTON, TX 77003
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies by the Board of Directors of Rochem Environmental,
Inc., a Utah corporation (the "Company"), for use at the Annual Meeting of
Stockholders of the Company to be held at the corporate office of the Company
located at 610 N. Milby Street, Houston, TX 77003 at 10:00 a.m., on Friday,
March 12, 1999, and at any adjournments thereof for the purpose of considering
and voting upon the matters set forth in the accompanying Notice of Annual
Meeting of Stockholders. This Proxy Statement and the accompanying form of proxy
are first being mailed to stockholders on or about February 8, 1999.
The close of business on January 29, 1999, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of the record date, there
were 19,184,751 shares of Company common stock, par value $.001 per share
("Common Stock"), issued and outstanding. The presence, in person or by proxy,
of a majority of the outstanding shares of Common Stock on the record date is
necessary to constitute a quorum at the Annual Meeting. Each share of Common
Stock is entitled to one vote on all questions requiring a stockholder vote at
the Annual Meeting. A plurality of the votes of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the Annual
Meeting is required for the election of directors nominated in Item 1 as set
forth in the accompanying Notice. The affirmative vote of a majority of the
shares of Common Stock present or represented by proxy and entitled to vote at
the Annual Meeting is required for the approval of Item 2 as set forth in the
accompanying Notice. Stockholders may not cumulate their votes in the election
of directors.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Annual Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted (i) TO ELECT FOUR DIRECTORS, (ii) TO RATIFY THE SELECTION OF
WEINSTEIN SPIRA & COMPANY, P.C. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 1999; AND (iii) TO TRANSACT SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. The enclosed proxy, even though
executed and returned, may be revoked at any time prior to the voting of the
proxy (a) by the execution and submission of a revised proxy, (b) by written
notice to the Secretary of the Company or (c) by voting in person at the Annual
Meeting.
<PAGE>
ANNUAL REPORT
The Annual Report to Stockholders, covering the Company's fiscal year
ended September 30, 1998, including audited financial statements, is enclosed
herewith. The Annual Report to Stockholders does not form any part of the
material for solicitation of proxies.
The Company will provide, without charge, a copy of its Annual Report and
Form 10-KSB upon written request to Ann K. Tanabe, Investor Relations Manager,
at 610 N. Milby Street, Houston, TX 77003. The Company will provide exhibits to
its Annual Report and Form 10-KSB, upon payment of the reasonable expenses
incurred by the Company in furnishing such exhibits.
ITEM 1
TO ELECT FOUR DIRECTORS
The Bylaws of the Company provide that the number of directors will be
determined by the Board of Directors, but shall consist of not less than three
or more than nine directors. The directors are elected annually by the
stockholders of the Company at each annual meeting of the stockholders of the
Company. Any director elected to fill a vacancy or newly created directorship
resulting from an increase in the authorized number of directors shall hold
office until his successor is elected and duly qualified. Any vacancy on the
Board, howsoever resulting, may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office until his successor is
elected and duly qualified. The stockholders will elect four directors for the
coming year, with four of the nominees presently serving as directors of the
Company.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted for the election of the nominees listed herein.
Although the Board of Directors of the Company does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Annual Meeting, the persons named in the enclosed proxy will vote for the
election of such other person(s) as may be nominated by the Board of Directors.
WILLIAM E. BRACKEN, (age 61). Mr. Bracken has served as a director and
vice president of the Company since December 1992. Mr. Bracken served as
operations manager of EnClean's Environmental Group from January 1989 to
December 1992. Mr. Bracken served as a sales engineer with HydroKem from
September 1985 to January 1989. Prior thereto, Mr. Bracken held a variety of
positions in the petrochemical industry from June 1956 to September 1985.
DAVID A. LAMONICA, (age 53). Mr. LaMonica has served as a director of the
Company since December 1992. Mr. LaMonica is currently serving as division
president of Pall Rochem, and has held this position since January 1998. Prior
thereto, Mr. LaMonica served as president and chief executive officer of Rochem
Separation Systems from January 1991 to December 1997. Mr. LaMonica served as
president and chief executive officer of Bola Chemicals, Ltd. from December 1976
to December 1990 and was the West Coast Sales Manager for Rochem Limited from
June 1974 to December 1976.
PHILIP LEFEVRE, (age 49). Mr. LeFevre has served as a director of the
Company since March 1995. Mr. LeFevre is currently serving as president of Lefco
Environmental Technology, and has held this position since January 1991. Prior
thereto, Mr. LeFevre served as president of Lefco Corporation from 1979 to
December 1990 and directed various businesses such as concrete pumping services,
construction services and real estate development.
<PAGE>
MR. ERICK J. NEUMAN, (age 37). Since January 1996, Mr. Neuman has served
as president and chief executive officer of the Company. Mr. Neuman was elected
to the Board in March 1996. Mr. Neuman served as director, Technology and
Technical of Waste Management Italy, a subsidiary of WMX Technologies, Inc.,
from September 1992 to December 1995. Prior thereto, Mr. Neuman held various
positions with Chemical Waste Management, Inc. from 1985 to 1992 and IIT
Research Institute from 1979 to 1985. Mr. Neuman received a Bachelor of Science
degree in Chemical Engineering from Illinois Institute of Technology in 1983.
BOARD OF DIRECTORS, COMMITTEES, AND MEETINGS
The Board of Directors held five meetings during fiscal 1998. During
fiscal 1998, each director attended at least 75% of the total number of Board
meetings. The Company does not maintain an audit, nomination, compensation or
any other committee.
DIRECTORS' FEES
Effective May 1994, the Company discontinued paying directors $500
compensation per meeting for services on the Board of Directors. All directors
are reimbursed for their reasonable expenses incurred for each Board meeting
attended.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10 percent of the Company's
Common Stock, to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to the Company pursuant to Section 16(a). Based solely on the
reports received by the Company, the Company believes that the directors,
executive officers, and greater than ten percent beneficial owners complied with
all applicable filing requirements during the fiscal year ended September 30,
1998. Filing requirements were made timely.
THE BOARD HAS RECOMMENDED A VOTE FOR THE ELECTION OF MESSERS. BRACKEN,
LAMONICA, LEFEVRE AND NEUMAN. THE ELECTION OF THE DIRECTORS REQUIRES THE
AFFIRMATIVE VOTE OF THE MAJORITY OF THE HOLDERS OF OUTSTANDING SHARES OF COMMON
STOCK PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING.
<PAGE>
ITEM 2
RATIFY THE SELECTION OF WEINSTEIN SPIRA & COMPANY, P.C.
AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 1999
The Board of Directors have approved the engagement of Weinstein Spira &
Company, P.C. as its independent auditors of the consolidated financial
statements for the fiscal year ending September 30, 1999. The Board of Directors
wishes to obtain from the stockholders a ratification of the Board's action in
appointing Weinstein Spira & Company, P.C. as independent auditors of the
Company for the fiscal year ending September 30, 1999. The engagement of
Weinstein Spira & Company, P.C. for audit services has been approved by the
Board of Directors.
There have been no disagreements with the independent auditors on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope procedure. The independent auditor's reports contained a modified
opinion for a going convern uncertainty.
In the event the appointment of Weinstein Spira & Company, P.C. as
independent auditors for fiscal 1999 is not ratified by the stockholders, the
adverse vote will be considered as a direction to the Board of Directors to
select other auditors for the following year. However, because of the difficulty
in making any substitution of auditors so long after the beginning of the
current fiscal year, it is contemplated that the appointment for fiscal 1999
will be permitted to stand unless the Board finds other good reason for making a
change.
Representatives of Weinstein Spira & Company, P.C. are expected to be
present at the meeting, with the opportunity to make a statement if desired to
do so. Such representatives are also expected to be available to respond to
appropriate questions.
THE BOARD HAS RECOMMENDED THE RATIFICATION OF WEINSTEIN SPIRA & COMPANY,
P.C. AS INDEPENDENT AUDITORS. SUCH RATIFICATION REQUIRES THE AFFIRMATIVE VOTE OF
THE MAJORITY OF THE HOLDERS OF OUTSTANDING SHARES OF COMMON STOCK PRESENT OR
REPRESENTED BY PROXY AT THE ANNUAL MEETING.
<PAGE>
STOCK OWNERSHIP
The table below sets forth information to the best of the Company's
knowledge with respect to the total number of shares of the Company's Common
Stock beneficially owned by each person known to the Company to beneficially own
more than 5% of its Common Stock, each named executive officer, director and the
total number of shares of the Company's Common Stock beneficially owned by each
director and officer, as a group, as reported by each such person, as of January
28, 1999.
NAME AND ADDRESS OF COMMON STOCK
BENEFICIAL OWNER (1) BENEFICIALLY OUTSTANDING
- -------------------- --------------------------
NUMBER PERCENTAGE
---------- ----------
Pall Corporation ................................. 8,589,714 45.0%
2200 Northern Boulevard
East Hills, New York 11548
David A. LaMonica (2) ............................ 8,589,714 45.0%
3904 Del Amo Blvd., #801
Torrance, CA 90503
William E. Bracken ............................... 950,000 5.0%
610 N. Milby Street
Houston, TX 77003
Lefco Environmental Technology, Inc. ............. 1,841,391(3) 9.6%
15001 Walden Rd, #203
Montgomery, TX 77356
Philip LeFevre(4) ................................ 1,841,391 9.6%
15001 Walden Rd, #203
Montgomery, TX 77356
Erick J. Neuman (5) .............................. 251,400 1.3%
610 N. Milby Street
Houston, TX 77003
James Ward ....................................... 1,204,000 6.3%
PO Box 783
Spring, TX 77383
All officers and directors
AS A GROUP (4 PERSONS) ......................... 11,632,505 60.6 %
- ------------------------------
(1) Unless otherwise noted, each person has sole voting and investment power
over the shares listed opposite his name, subject to community property
laws where applicable..
(2) Mr. LaMonica is an affiliate of Pall Corporation.
(3) Includes 14,000 shares of Company Common Stock owned by Lefco Corporation,
an affiliate of Lefco Environmental Technology, Inc. and 541,550 solely
owned by Mr. LeFevre.
(4) Mr. LeFevre is an affiliate of Lefco Environmental Technology, Inc. and
Lefco Corporation.
(5) Mr. Neuman owns 251,400 shares and warrants to purchase 750,000 shares of
Common Stock, 500,000 of which are currently exercisable.
<PAGE>
EXECUTIVE OFFICERS
The following table lists the present officers of the Company as of the
date hereof and the capacities in which they serve.
NAME OF INDIVIDUAL CAPACITY
------------------ -----------------------
Erick Neuman President and Secretary
William E. Bracken Vice President
Biographical information with respect to Mr. Neuman and Mr. Bracken was
previously described under Item 1. There is no family relationship between any
present executive officers and directors.
COMPENSATION
The following table sets forth the compensation with respect to the chief
executive officer. No other executive officer of the Company received total
annual salary and bonus for the fiscal year ended September 30, 1998 in excess
of $100,000.
Summary Compensation Table
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- -------------------
STOCK WARRANTS
NAME AND PRINCIPAL FISCAL OPTIONS VESTED
POSITION YEAR SALARY (SHARES) (SHARES)
------ ------------ -------- --------
Erick J. Neuman .................. 1998 $115,000 (1) -- 312,500
Chief Executive Officer ........ 1997 $115,000 (1) -- 437,500
1996 $115,000 (1) -- --
(1) Mr. Neuman received certain perquisites and other benefits in the above
referenced fiscal year; however, the Company has concluded that the aggregate
amount of such personal benefits and other compensation is less than 10% of the
total of Mr. Neuman's annual salary. No bonus was paid to Mr. Neuman during the
1998 fiscal year.
The following table provides information on options and warrants granted
in fiscal 1998 to the named executive officer:
INDIVIDUAL GRANTS OF OPTIONS AND WARRANTS
PERCENT OF
TOTAL
OPTIONS EXERCISE OR
GRANTED TO BASE PRICE
OPTIONS EMPLOYEES IN PER EXPIRATION
NAME GRANTED (1) FISCAL YEAR SHARE (2) DATE
---- ----------- ----------- --------- ----
Erick Neuman 250,000(1) 100 $0.10(2) 12/31/2000
- ----------------
(1) As outlined in Mr. Neuman's employment agreement.
<PAGE>
The following table provides information regarding option and warrant
exercises in fiscal 1998 by the named executive officer and the value of such
officer's unexercised warrant at September 30, 1998:
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/
ACQUIRED ON VALUE OPTIONS/WARRANTS AT WARRANTS AT
NAME EXERCISE (1) REALIZED FISCAL YEAR-END FISCAL YEAR-END
- ---- ------------ -------- ------------------- ---------------
Erick Neuman.... -- $ 0 500,000 $ 50,000
- ---------------
(1) As outlined in Mr. Neuman's employment agreement.
EMPLOYMENT AGREEMENTS
In December 1992, the Company entered into a three-year employment
agreement with Mr. Bracken which automatically extends for additional one year
terms unless terminated six months prior to the end of such term. Mr. Bracken's
current salary is $90,000. The current term of Mr. Bracken's employment
agreement expires on December 31, 1999. This agreement will automatically extend
for an additional year if not terminated by June 30, 1999.
In January 1996, Mr. Neuman entered into a five-year employment agreement
with the Company which provides for an annual base salary of $115,000. In
addition, Mr. Neuman was granted the following five year warrants: (i) one
warrant to purchase a total of 250,000 shares at $0.001 per share provided that
Mr. Neuman is employed with the Company on December 31, 1996, which Mr. Neuman
exercised in January 1997; (ii) a warrant to purchase a total of 250,000 shares
at $0.001 per share which warrant vests 25% per calendar quarter of 1997
provided that Mr. Neuman is employed by the Company on these dates; (iii) a
warrant to purchase 250,000 shares at $0.10 per share which warrant vests based
upon the Company attaining certain financial goals; and (iv) a warrant to
purchase 250,000 shares at $0.25 per share which warrant vests based upon the
Company attaining certain financial goals.
WARRANTS
Mr. Neuman is the sole officer and director that beneficially owns
warrants to purchase shares of Common Stock. Mr. Neuman owns warrants to
purchase 750,000 shares as described in "Employment Agreements."
The Company has not established, nor does it provide for, long-term
incentive plans or defined benefit or actuarial plans. The Company does not
grant any stock appreciation rights.
CERTAIN TRANSACTIONS
The Company entered into an agreement in November 1993 with Lefco
Environmental Technology ("Lefco"), an affiliate of Mr. Philip LeFevre. The
transaction resulted in the Company paying $246,189 in cash, reduced certain
receivables from Lefco, received certain assets, and issued 200,000 shares of
the Company's Common Stock. Also, the Company issued 800,000 shares of Series B
Preferred Stock to Lefco. As a result of this transaction, Mr. LeFevre was
elected to the Company's Board of Directors, to serve as Lefco's representative,
as long as the Series B Preferred Stock was outstanding. In March 1994, Lefco
converted all of its Series B Preferred Stock, which resulted in the issuance of
1,159,841 shares of the Company's Common Stock. In addition, the Company agreed
to pay, for a three
<PAGE>
year period, sales commissions ranging from 8% to 12% for projects identified by
Lefco and referred to the Company. Additionally, in January 1996, Lefco agreed
to convert its January 1995 $50,000 loan into 500,000 shares of Company Common
Stock and provided a $50,000 credit facility to be utilized by the Company to
meet working capital needs during the 1996 fiscal year.
GH Securities, Ltd. was a placement agent that participated in offerings
of Company securities that raised gross proceeds of approximately $3,500,000
from September 1993 to July 1995, and in connection therewith, was paid
commissions and non accountable expense reimbursements aggregating 20% on the
first $255,000 and an aggregate of 18% on the balance of the gross proceeds that
it placed. During fiscal year 1994 the Company paid GH Venture Group, an
affiliate of GH Securities, Ltd., $40,000 in consulting fees. In January 1996,
the Company agreed with GH Venture Group to terminate its consultant service
agreement and in connection therewith convert the outstanding payable into
500,000 shares of the Company Common Stock and the payment of $5,000.
In January 1996, the Company entered into an agreement with Rochem AG, an
affiliate of ARGENTAURUM SA, whereby Rochem AG converted the principal amount of
its January 1995 $50,000 loan into 500,000 shares of Company Common Stock,
purchased an additional 500,000 shares of Company Common Stock for $50,000, and
agreed to provide the Company a $100,000 credit facility to meet working capital
needs during the 1996 fiscal year. Furthermore, in January 1996, the Company
agreed with RSS to convert approximately $100,000 of accounts payable due to RSS
into 1,000,000 shares of Company Common Stock. In addition, the Company obtained
rights to buy equipment and modules directly from Rochem AG at a preferred price
and the right to become the exclusive agent for RSS for applications utilizing
the leachate and desalination systems in the State of Arkansas.
In January 1998, Pall Corporation purchased 8,589,714 shares of Company
Common Stock from Argentaurum SA. This transaction was part of an asset purchase
whereby Pall Corporation acquired certain assets of Argentaurum SA including the
reverse osmosis and nanofiltration technologies and operations of the Rochem
Group.
In September 1998, the Company obtained a $500,000 loan from Rochem Group
SA, an affiliate of Fluid Separation Systems. The loan, which bears an interest
rate of 10.5% per annum, with interest payable upon maturity, matures on
December 31, 1999. As part of the loan agreement, the Company agreed to issue a
stock purchase warrant entitling Rochem Group SA to purchase an aggregate of
1,250,000 shares of the Company's common stock. In the event the loan is paid in
full at December 31, 1998, the exercise price for the Warrant shall be $0.35 per
share for the term of the Warrant. If no principal payment has been made on the
principal balance by December 31, 1998, the exercise price for the Warrant shall
be $0.25 per share. If a partial payment of the principal balance has been made,
the exercise price shall be $0.35 in proportion to the principal made and $0.25
in proportion to the remaining principal balance. The proceeds of this
transaction were used to repay loans to Fluid Separation Systems totaling
$150,000 in principal.
<PAGE>
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
COST OF SOLICITATION
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and employees
of the Company will not be compensated additionally for the solicitation but may
be reimbursed for out-of-pocket expenses in connection with the solicitation.
Arrangements are also being made with brokerage houses and any other custodians,
nominees and fiduciaries of the forwarding of solicitation material to the
beneficial owners of the Company, and the Company will reimburse the brokers,
custodians, nominees and fiduciaries for their reasonable out-of-pocket
expenses.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting no later
than October 22, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
Houston, Texas Erick J. Neuman
February 8, 1999 President
<PAGE>
PROXY
ROCHEM ENVIRONMENTAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
March 12, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ROCHEM
ENVIRONMENTAL, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE CHOICES SPECIFIED BELOW.
The undersigned stockholder of ROCHEM ENVIRONMENTAL, INC. (the "Company") hereby
appoints _________________, the true and lawful attorneys, agents and proxies of
the undersigned with full power of substitution for and in the name of the
undersigned, to vote all the shares of Common Stock of the Company which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Company's corporate office located at 610 North Milby
Street, Houston, Texas on Friday, March 12, 1999 at 10:00 a.m., Central Standard
Time and any and all adjournments thereof, with all of the powers which the
undersigned would possess if personally present, for the following purposes:
1. To elect four directors.
FOR WITHHOLD
William E. Bracken [ ] [ ]
David A. LaMonica [ ] [ ]
Philip LeFevre [ ] [ ]
Erick J. Neuman [ ] [ ]
2. To ratify the selection of Weinstein Spira & Company, P.C. as independent
auditors of the Company for the fiscal year ending September 30, 1999.
3. The proxies are authorized to vote as they determine in their discretion
upon such other matters as may properly come before this meeting.
THIS PROXY WILL BE VOTED FOR THE CHOICES SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEMS 1 AND 2, THIS PROXY WILL BE VOTED FOR THESE ITEMS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement Dated February 8, 1999.
<PAGE>
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:___________________________________
_________________________________________
[Signature]
_________________________________________
[Signature if jointly held]
_________________________________________
[Printed Name]
Please sign exactly as name appears on stock
certificate (s). Joint owners should each sign.
Trustees and others acting in a representative
capacity should indicate the capacity in which
they sign.
