<TABLE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
<CAPTION>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
<S> <C> <C>
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 Rule 14a-11(c) or Rule 14a-12
HEALTHY PLANET PRODUCTS, 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.
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- ---------------------------------------------------------------------------------------------
(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:
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
HEALTHY PLANET PRODUCTS, INC.
1700 Corporate Circle
Petaluma, California 94954
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August 4, 1997
To the Stockholders of
HEALTHY PLANET PRODUCTS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
HEALTHY PLANET PRODUCTS, INC. (the "Company") will be held at the Company's
offices located at 1700 Corporate Circle, Petaluma, California, 94954 on August
4, 1997 at 10:00 a.m., California time, for the following purposes:
1. To elect two (2) Class 2 Directors to serve for a term of
three (3) years and until a successor has been duly elected and
qualified;
2. To transact such other business as may properly be brought
before the meeting or any adjournment thereof.
The close of business on June 13, 1997 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.
Enclosed are a Proxy Statement, a Proxy and a self-addressed envelope
in which to return the Proxy. You are cordially invited to attend the Annual
Meeting. Whether or not you plan to attend, please complete, date and sign the
accompanying Proxy and return it promptly in the enclosed envelope to assure
that your shares are represented at the Annual Meeting. If you do attend, you
may revoke any prior Proxy and vote your shares in person if you wish to do so.
Any prior Proxy will automatically be revoked if you execute the accompanying
proxy or if you notify the Secretary of the Company, in writing, prior to the
Annual Meeting of Stockholders.
By Order of the Board of Directors
ANTONIO SANTIAGO,
Secretary
Dated: June 16, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE>
HEALTHY PLANET PRODUCTS, INC.
1700 Corporate Circle
Petaluma, California 94954
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on August 4, 1997
This Proxy Statement and the accompanying form of Proxy have been
mailed on or about June 16, 1997 to the holders of the Common Stock and Series D
Preferred Stock of record on June 13, 1997 of HEALTHY PLANET PRODUCTS, INC., a
Delaware corporation (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders (the "Annual Meeting") to be held at the Company's office on
August 4, 1997 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
On June 13, 1997 (the "Record Date) there were 1,827,282 shares of
Common Stock, par value $.01 per share, issued and outstanding and 186,341
shares of Series D Preferred Stock, par value $.10 per share, Stock issued and
outstanding. Only holders of Common Stock and Series D Preferred of record at
the close of business on the Record Date are entitled to receive notice of, and
to vote at the Annual Meeting. Each share of Common Stock and Series D Preferred
Stock entitles the holder thereof to one vote on each matter submitted to
Stockholders. The Common Stock and the Series D Preferred Stock vote together as
a single class. Voting is on a non-cumulative basis. The presence, in person or
by proxy, of a majority of shares entitled to vote will constitute a quorum for
the meeting.
The sole matter to be considered by and submitted to the Stockholders
for voting is the election of two nominees for Class 2 Director. Shares of the
Company's Common Stock and Series D Preferred Stock represented by a properly
executed Proxy in the accompanying form will, unless contrary instructions are
specified in the Proxy, be voted FOR the election of two (2) nominees for Class
2 Director to serve for a term of three (3) years.
Any Proxy may be revoked at any time before it is voted. A Stockholder
may revoke this Proxy by notifying the Secretary of the Company either in
writing prior to the Annual Meeting or in person at the Annual Meeting, by
submitting a Proxy bearing a later date or by voting in person at the Annual
Meeting. Election of directors is by plurality of vote, with the nominees
receiving the highest vote totals to be elected as director of the Company.
Accordingly, abstentions and broker non-votes will not affect the outcome of the
election of directors. The Proxy also provides that the persons authorized
thereunder may, in the absence of instructions to the contrary, vote or act in
accordance with their judgment on any other matters properly presented for
action at the Annual Meeting or any adjournment thereof.
The Company will bear the cost of the solicitation of Proxies by the
Board of Directors. The Board of Directors may use the services of its executive
officers and certain directors to solicit Proxies from stockholders in person
and by mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send Proxies, Proxy statements and
other material to the beneficial owners of the Company's Common Stock and Series
D Preferred Stock held of record by
<PAGE>
such persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in so doing.
The Annual Report to Stockholders for the fiscal year ended December
31, 1996, including financial statements, accompanies this Proxy Statement.
The principal executive offices of the Company are located at 1700
Corporate Circle, Petaluma, California 94954; the Company's telephone number is
(707) 778-2280.
Independent Public Accountants
The Board of Directors of the Company has selected Moss Adams,
Certified Public Accountants, as independent accountants of the Company for the
fiscal year ending December 31, 1997. Stockholders are not being asked to
approve such selection because such approval is not required. The audit services
provided by Moss Adams consist of examination of financial statements, services
relative to filings with the Securities and Exchange Commission, and
consultation in regard to various accounting matters. Representatives of Moss
Adams are expected to be present at the Annual Meeting, will have the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Company's Common
Stock, $.01 par value, and the Company's Series D Preferred Stock, $.10 par
value, of which 1,827,282 shares of Common Stock were outstanding, and 186,341
shares of Series D Preferred Stock were outstanding on the Record Date. Each
share of Common Stock entitles its holder to one vote on each matter submitted
to stockholders. Each share of Series D Preferred Stock entitles its holder to
one vote on each matter submitted to stockholders. The Common Stock and Series D
Preferred Stock vote together as a single class. Voting of the shares of Common
Stock and Series D Preferred Stock is on a non-cumulative basis.
The following table sets forth certain information as of June 16, 1997
with respect to the ownership of Common Stock by (i) the persons (including any
"group" as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended), known by the Company to be the beneficial owner of more
than five percent of any class of the Company's voting securities, (ii) each
director and each Named Executive Officer, and (iii) directors and executive
officers as a group. Except to the extent indicated in the footnotes to the
following table, each of the individuals listed below possesses sole voting
power with respect to the shares listed opposite such individual's name.
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount of and Nature
of Beneficial Owner of Beneficial Ownership Percentage of Class
- ------------------- ----------------------- -------------------
<S> <C> <C>
Bruce A. Wilson 154,600(1)(2) 8.0%
1700 Corporate Circle
Petaluma, CA 94954
Robert Fagenson 23,125(3) 1.3%
19 Rector Street
New York, New York 10006
Starr Securities, Inc. 131,048(4) 7.0%
19 Rector Street
New York, New York 10006
Paul Bluhdorn 181,256(5) 9.2%
P.O. Box 7854
Burbank, CA 91510
Mark S. Siegel 70,062(6) 3.8%
P.O. Box 7854
Burbank, CA 91510
Yvette Bluhdorn 71,738(6)(7) 3.9%
P.O. Box 7854
Burbank, CA 91510
Estate of Ludwig Jesselson 182,071(8)(9) 10.0%
1301 Avenue of the Americas
New York, New York 10019
Michael Jesselson 92,062(8)(9)(10) 5.0%
1301 Avenue of the Americas
New York, New York 10019
Ricky Williams 55,000(11) 2.9%
1700 Corporate Circle
Petaluma, CA 94954
M. Scott Foster 102,500(12) 5.3%
1700 Corporate Circle
Petaluma, CA 94954
Daniel R. Coleman 5,000(13) *
500 108th Avenue, NE
Bellevue, WA 98004
Joseph F. Furlong III 5,000(13) *
One Maritime Plaza
San Francisco, CA 94111
All Officers and Directors 345,225 16.3%
as a Group (6 persons in
number) (1)(2)(3)(11)(12(13)
<FN>
- -----------------
3
<PAGE>
(1) Includes 102,000 vested and presently exercisable options.
(2) Includes 36,000 restricted shares subject to vesting at the rate of
4,000 shares per year on December 31st in each year.
(3) Includes vested options to purchase 20,000 shares of the Company's
Common Stock and excludes unvested options to purchase 5,000 shares.
(4) Based upon (i) information contained in an amendment to a Schedule 13D
dated March 3, 1992 filed on behalf of Starr Securities, Inc. ("Starr")
and its shareholders as members of a group (the "Starr 13D") and (ii)
records of the Company indicating a transfer by Starr of 12,500
Warrants included in the Starr 13D. Includes 91,628 shares of Common
Stock owned of record by Starr. Includes 20,000 Warrants which vested
and became exercisable on November 4, 1996. According to the Starr 13D,
Starr is a registered broker-dealer and the share ownership reported
therein does not include shares held by Starr in its trading account.
(5) Based on information contained in an amendment to a Schedule 13D dated
January 27, 1993 (the "Bluhdorn 13D"), filed on behalf of Paul
Bluhdorn, Yvette Bluhdorn and Mark Siegel. Includes 31,250 shares of
the Company's Common stock owned by Mr. Bluhdorn, and 150,006 shares of
Common Stock issuable upon conversion of 150,006 shares of Series D
Preferred Stock owned by Mr. Bluhdorn. Does not include shares of
Common Stock owned by Mrs. Bluhdorn or Mr. Siegel, as to which shares
of Common Stock Mr. Bluhdorn disclaims beneficial ownership.
(6) Based on information contained in the Bluhdorn 13D and the corporate
records of the Company.
(7) Based on information contained in the Bluhdorn 13D and the corporate
records of the Company. Does not include shares of Common Stock owned
by Mr. Bluhdorn and Mr. Siegel as to which shares of Common Stock Mrs.
Bluhdorn disclaims beneficial ownership.
(8) Ludwig Jesselson died on April 3, 1993. Mr. Michael Jesselson is one of
four Executors of the estate of Mr. Jesselson. As Executor, Mr. Michael
Jesselson retains the authority with regard to the disposition of the
shares.
(9) Based on information contained in an amendment to a Schedule 13D dated
September 21, 1995 (the "Jesselson 13D") on behalf of Ludwig Jesselson,
Michael Jesselson, and the Estate of Ludwig Jesselson. Includes 175,488
shares of the Company's Common Stock owned by Ludwig Jesselson and
6,583 shares of the Common Stock owned by a trust created under the
will of Ludwig Jesselson, of which Michael Jesselson is the former
trustee. Does not include 92,062 shares of Common Stock owned by
Michael Jesselson, as to which shares of Common Stock the Estate of
Ludwig Jesselson disclaims beneficial ownership.
(10) Based on information contained in the Jesselson 13D. Does not include
229,821 shares of Common Stock beneficially owned by the Estate of
Ludwig Jesselson, as to which shares of Common Stock Michael Jesselson
had disclaimed beneficial ownership. To the extent Michael Jesselson
may be a beneficiary under the Estate of Ludwig Jesselson, Michael
Jesselson may be considered an indirect beneficial owner of these
shares.
(11) Includes 55,000 vested and presently exercisable options.
(12) Includes 102,500 vested and presently exercisable options.
(13) Includes 5,000 vested and presently exercisable options.
</FN>
</TABLE>
4
<PAGE>
Certain Reports
No person who, during the fiscal year ended December 31, 1996, was a
director, officer or beneficial owner of more than ten percent of the Company's
Common Stock (which is the only class of securities of the Company registered
under Section 12 of the Securities Exchange Act of 1934 (the "Act") (a
"Reporting Person") failed to file on a timely basis, reports required by
Section 16 of the Act during the most recent fiscal year or prior years. The
foregoing is based solely upon a review by the Company of Forms 3 and 4 during
the most recent fiscal year as furnished to the Company under Rule 16a-3(d)
under the Act, and Forms 5 and amendments thereto furnished to the Company with
respect to its most recent fiscal year, and any representation received by the
Company from any reporting person that no Form 5 is required.
The sole matter to be considered and acted upon by the Stockholders at
the Annual Meeting is the election of Directors.
I. ELECTION OF DIRECTORS
General
The Company's Certificate of Incorporation classifies the Board of
Directors into three classes. The following persons were previously elected to
the Board of Directors to serve in the class of Directors and for the terms as
set forth in the following table.
Director Class Term Expires
- -------- ----- ------------
Bruce A. Wilson 1 1998
M. Scott Foster 1 1998
Robert Fagenson 2 1997
Daniel R. Coleman 2 1997
Joseph F. Furlong III 3 1999
On August 26, 1996, Mr. Michael Jesselson resigned as a Director of the
Company and Mr. Daniel R. Coleman was elected by the Board to serve as a Class 2
Director for Mr. Jesselson's unexpired term.
The Board of Directors has nominated two (2) persons, Mr. Robert
Fagenson and Mr. Daniel R. Coleman, for election as Class 2 Directors to the
Board of Directors for terms expiring at the Annual Meeting in the year 2000.
Stockholders will be voting for two (2) directors with terms of three (3) years.
The affirmative vote of a plurality of the outstanding shares of Common
Stock and Series D Preferred Shares entitled to vote thereon, voting together as
a single class at the Annual Meeting is required to elect the directors.
Accordingly, abstentions and broker non-votes will not affect the outcome of the
election of directors. Abstentions and broker non-votes will, however, be
considered as votes represented at the Annual Meeting for quorum purposes. All
proxies received by the Board of Directors will be voted for the election of
Messrs. Fagenson and Coleman as Class 2 Directors if no direction to the
contrary is given. In the event that any nominee is unable to serve, the proxy
solicited hereby may be voted, in the discretion of the proxies, for the
election of another person in his stead. The
5
<PAGE>
Board of Directors knows of no reason to anticipate that this will occur. No
family relationship exists between any nominee for election as a director.
Set forth below is a certain biographical information regarding Messrs.
Fagenson and Coleman.
Robert Fagenson, age 48, was first elected a Director of the Company in
November, 1986 and continued to serve in such capacity until his resignation for
health reasons in January, 1990. Mr. Fagenson was re-elected as a Director in
March, 1991. Mr. Fagenson has, for more than the past five years, been President
and a Director of Fagenson & Co., Inc., a registered broker dealer, and
Vice-President and Director of Starr Securities Inc., a registered
broker-dealer. Mr. Fagenson currently serves as a Director of the New York Stock
Exchange. Mr. Fagenson is also a Director of The Microtel Franchise and
Development Corporation, a developer of economy lodging facilities; Autoinfo,
Inc., a company engaged in the sub-prime autofinance industry; Nu-Tech Bio-Med,
Inc., a clinical laboratory company; and Rentway, Inc., which operates a chain
of rental/purchase stores.
Daniel R. Coleman, age 40, has, for the last five years, been a general
partner in three limited partnerships that invest in United States equity
securities. He also serves as President of Clyde Hill Research, a consulting
firm to investment managers.
Set forth below is information regarding the Company's Directors whose
terms do not expire at the Annual Meeting.
Bruce A. Wilson, age 45, joined the Company as Vice-President of
Operations on October 15, 1987, and has been a Director and President, Chief
Financial and Chief Operating Officer of the Company since January 28, 1988. In
March 1994, Mr. Wilson assumed the position and responsibilities of Chief
Executive Officer of the Company.
M. Scott Foster, age 45, joined the Company in April, 1993 as its Vice
President of Sales and Marketing, and was elected a Director of the Company in
April, 1995. Prior to joining the Company, Mr. Foster was employed by Russ
Berrie and Company from June, 1980 to April, 1993, where he served in various
positions in sales management, the most recent of which was Regional Vice
President of Sales, in which capacity Mr. Foster served from January, 1990
through April, 1993.
Joseph F. Furlong III, age 48, has been President of Adirondack Capital
Advisors LLC, a financial advisory firm since May 1996. From February 1991 until
May 1996, Mr. Furlong was a partner of Colman Furlong & Company, a merchant
banking firm. Mr. Furlong has served as a Director of American HomePatient since
June 1994 and as a Director of Capstone Pharmacy Services since December 1994.
Class 1 Directors will serve for a term expiring at the 1998 Annual
Meeting of Stockholders and Class 3 Directors will serve for a term expiring at
the 1999 Annual Meeting of Stockholders and in each case, until their successors
are duly elected and qualified. At each subsequent Annual Meeting of
Stockholders, one class of Directors will be elected for a term of three (3)
years and until their successors are duly elected and qualified.
Board Meetings, Committees and Compensation
On April 7, 1995, effective with the listing of the Company's Common
Stock on the American Stock Exchange, the Company established an Audit Committee
of the Board and a Compensation
6
<PAGE>
Committee of the Board. The current members of the Audit Committee are Messrs.
Fagenson, Furlong and Wilson. The Current members of the Compensation Committee
are Messrs. Coleman, Fagenson and Furlong. Directors who are employees of the
Company do not receive compensation for serving as a Director. Each non-employee
Director receives an annual Director's fee of $6,000. In addition, each
non-employee Director receives an initial grant of options to purchase 5,000
shares of the Company's Common Stock and 3,000 options on each anniversary date
of service as a Director. All options to be issued to non-employee Directors
will be exercisable at the fair market value for the Company's Common Stock on
the date of grant. On August 19, 1994, Mr. Robert Fagenson was granted options
to purchase 15,000 shares of Common Stock of the Company at $8 per share for
past service as a Director since 1986.
During the fiscal year ended December 31, 1996, two (2) meetings of the
Board of Directors were held and action was taken on five (5) occasions by
unanimous written consent of the Board of Directors in lieu of meeting. Each
Director of the Company participated in every action taken by unanimous consent
in lieu of a meeting during the period in which he served. Each Director of the
Company attended all meetings of the Board held during the period in which he
served except for Mr. Fagenson. No additional fee or compensation was paid
during fiscal year 1996 to any Director for attending any meetings.
The Board of Directors recommends that you vote "FOR" Messrs. Fagenson
and Coleman as the nominees for Class 2 Director.
7
<PAGE>
EXECUTIVE COMPENSATION AND RELATED MATTERS
Summary Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, paid or accrued by the Company during the years ended December
31, 1996, 1995 and 1994 to the Chief Executive Officer and each of the Named
Executive Officers of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards
----------------------
No. of
Securities
Other Under-
Annual Restricted lying
Compen- Stock Options/
Salary Bonus sation Award(s) SARs
Name and Principal Position Year ($) ($)(1) ($) ($) (#)
--------------------------- ---- --- ------ --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Wilson 1996 $150,000 $19,867 $23,720(2) $15,000(3) --
President, Chief Executive, Chief 1995 $125,000 $43,731 $32,910(2) $30,500(3) --
Operating and Chief Financial 1994 $125,000 $30,359 $31,794(2) $32,750(3) --
Officer
Ricky Williams 1996 $ 88,600 $ 9,000 $ 5,642(4) -- --
Vice President of Operations 1995 $ 80,500 $12,500 $ 5,575(4) -- --
1994 $ 73,205 $10,000 $ 5,510(4) -- --
M. Scott Foster 1996 $100,000 $11,411 $24,825(5) -- --
Vice-President of Sales and 1995 $ 80,000 $57,596 $24,825(5) -- --
Marketing 1994 $ 80,000 $59,347 $24,825(5) -- --
<FN>
- -----------------
(1) Mr. Wilson commenced serving as Chief Executive Officer in August,
1994. Mr. Wilson receives an incentive bonus based upon the Company's
net pre-tax profit before interest expense for each calendar year
during the term. The amount of incentive bonus ranges from 8% of the
first $100,000 of net pre-tax profit to 3% of the net pre-tax profit in
excess of $250,000. Mr. Foster receives an incentive bonus paid
quarterly and adjusted annually which is calculated to include (i) 1%
of the Company's net shipments on initial orders by new accounts opened
by Mr. Foster; (ii) 5% of all net shipments exceeding the prior years
shipments by 10% and (iii) a percentage of the Company's profits before
taxes. See "Employment Agreements."
(2) Includes: (i) for 1996, an automobile allowance of $12,000 and the
payment of premiums on a term life insurance policy of $2,720 and the
payment of taxes on 4,000 shares of restricted Common Stock which
vested on December 31, 1996 of $9,000; (ii) for 1995, an automobile
allowance of $12,900, the payment of premiums on a term life insurance
policy of $620 and the payment of taxes on 4,000 shares of restricted
Common Stock which vested on December 31, 1995 of $20,400; and (iii)
for 1994, an automobile allowance of $9,900, the payment of premiums on
a term life insurance policy of $2,244 and the payment of taxes on
4,000 shares of restricted Common Stock which vested on December 31,
1994 of $19,650.
8
<PAGE>
(3) In April, 1991, Mr. Wilson was granted 60,000 restricted shares vesting
at the rate of 4,000 shares per year on December 31 of each year, over
a 15 year period subject to certain accelerations. As of December 31,
1996, an aggregate of 24,000 shares have vested. Amounts reported under
this column represent the fair market value, without giving effect to
the diminution in value attributable to the restriction of such stock,
of 4,000 shares of the Company's Common Stock which have vested each
year, as valued on December 31 of each year. See "Other Annual
Compensation", with respect to the cash payment for taxes attributable
to these shares. As of December 31, 1995, the aggregate restricted
stock holdings of Mr. Wilson consisted of 52,000 shares valued at
$195,000, the market value of these shares as of December 31, 1996,
without giving effect to the diminution in value attributable to the
restriction of such stock.
(4) Includes: (i) for 1996, an automobile allowance of $5,040 and the
payment of premiums on a term life insurance policy of $602; (ii) for
1995, an automobile allowance of $5,040 and the payment of premiums on
a term life insurance policy of $535; and (iii) for 1994, an automobile
allowance of $5,040 and the payment on a term life insurance policy of
$665.
(5) Includes: (i) for 1996, an expense allowance of $24,000 and the payment
of premiums on a term life insurance policy of $825; (ii) for 1995, an
expense allowance of $24,000 and the payment of premiums on a term life
insurance policy of $825; and (iii) for 1994, an expense allowance of
$24,000 and the payment of premiums on a term life insurance policy of
$665.
</FN>
</TABLE>
STOCK OPTIONS/SAR GRANTS
No stock option grants or Stock Appreciation Rights ("SARs") were made
during the year ended December 31, 1996 to any of the named executive officers
of the Company.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
The following table contains information with respect to the named
executive officers concerning options held as of the year ended December 31,
1996.
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Options/SARs as of Options/SARs at
on Value December 31, 1996 December 31, 1996(1)
Name Exercise Realized $ Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------- ----------- --------------- ------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Bruce A. Wilson -- -- 102,500/-- --/--
Ricky Williams -- -- 55,000/-- --/--
M. Scott Foster -- -- 102,500/-- --/--
<FN>
- ---------------
(1) Based upon the average closing bid and asked prices of the Company's
Common Stock on December 31, 1996 ($3.75 per share), less the exercise
price for the aggregate number of shares subject to the options, none
of the Options/SARs are in-the-money.
</FN>
</TABLE>
9
<PAGE>
Employment Agreements
On May 15, 1995, the Company entered into Amended and Restated
Employment Agreements with its President, Chief Executive, Chief Operating and
Chief Financial Officer, Mr. Bruce A. Wilson, and with Mr. M. Scott Foster, its
Vice President of Sales and Marketing.
Mr. Wilson's Employment Agreement, as amended and restated, extends the
term of Mr. Wilson's employment through December 31, 1999. Mr. Wilson continues
to be employed as President, Chief Executive, Chief Operating and Chief
Financial Officer of the Company. He received a base salary (the "Base Salary")
for the calendar year commencing January 1, 1995 of $125,000 per annum, of which
$20,000 was paid in a single lump sum on the 15th day of January, 1995 and the
remainder of $105,000 was paid over the course of the year pursuant to the
Company's regular payroll periods; for the calendar years 1996 and 1997, the
amount of Base Salary is increased to $150,000 per annum, of which $30,000 is
paid in a single lump sum on January 15th of each year and the remainder of
$120,000 is paid over the course of the year pursuant to the Company's regular
payroll periods; for the calendar years 1998 and 1999, the amount of Base Salary
is increased to $160,000 per annum, of which $40,000 is to be paid in a single
lump sum on January 15th of each year and the remainder of $120,000 is to be
paid over the course of the year pursuant to the Company's regular payroll
periods. Mr. Wilson is to further receive, for each year of the term, an
incentive bonus based upon the Company's net pre-tax profit before interest
expense for each calendar year, which incentive bonus ranges from 8% of the
first $100,000 of net pre-tax profit to 3% of the net pre-tax profit in excess
of $250,000. Mr. Wilson is to receive an automobile allowance of $1,000 per
month, a policy of term life insurance in the amount of $500,000 payable to a
beneficiary designated by him, and long-term disability insurance. In the event
Mr. Wilson is terminated without cause, he is to receive a severance benefit of
24 months Base Salary if terminated after December 31, 1997, or the remaining
amount of Base Salary if terminated prior to December 31, 1997. In the event of
a Change in Control in the Company (as defined) and, following such Change in
Control, there is a change in the composition of a majority of the Directors
comprising the entire Board of Directors immediately prior to the Change in
Control, Mr. Wilson may elect, within six months following the change in the
composition of the Board of Directors following the Change in Control, to
terminate his employment with the Company and, in such case, he is to receive a
special severance payment in the form of the Company paying to Mr. Wilson, with
respect to all options granted to him prior to May 15, 1995, the differential
between the strike price of Mr. Wilson's options plus $3.20 and the average of
the closing price of the Company's Common Stock for the 10 days preceding the
effective date of termination.
In connection with the amendment and restatement of his Employment
Agreement, all options granted to Mr. Wilson prior to December 31, 1999 have
been re-designated as non-incentive stock options and, to the extent such
options become vested and are presently exercisable, may be exercised through
December 31, 1999. Options granted to Mr. Wilson in accordance with an option
grant dated November 4, 1993 continue to be subject to the vesting schedule
contained in the original grant, of which 24,000 options become vested on
December 31, 1996. Such vesting is subject to an acceleration of vesting in the
event of a Change in Control of the Company, as defined.
In April, 1991, Mr. Wilson was granted 60,000 restricted shares under
the Company's 1991 Senior Management Incentive Plan. These restricted shares are
to vest at the rate of 4,000 shares per year over a 15 year period, subject to
acceleration of vesting in certain circumstances. Except in the event of
acceleration, each year, upon the vesting of each 4,000 shares, the Company is
to pay to Mr. Wilson a cash bonus equal to 60% of the market value of the vested
shares, for the principal purpose of offsetting taxes attributable to the
vesting of the shares. The grant of restricted shares to Mr. Wilson was in
furtherance of the desire of the Board of Directors to have Mr. Wilson have a
significant stock interest in the Company which would recognize his past
performance and incentivize his continued efforts to maximize the value of the
Company for all stockholders. As of December 31, 1996, an aggregate of
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24,000 restricted shares were vested. In the event of certain Change in Control
transactions, all then unvested restricted shares become immediately vested.
Mr. Foster's Employment Agreement, as amended and restated, extends the
term of Mr. Foster's employment through December 31, 1998. Mr. Foster continues
to be employed as Vice President of Sales and Marketing of the Company. He
received a base salary (the "Base Salary") for the calendar year commencing
January 1, 1995 of $80,000 per annum, payable over the course of the year
pursuant to the Company's regular payroll periods. For each of the calendar
years 1996, 1997 and 1998, the amount of Base Salary is increased to $100,000
per annum, of which $20,000 is to be paid in a single lump sum on January 15th
of each of said years, and the remainder of $80,000 is to be paid over the
course of the year pursuant to the Company's regular payroll periods. Mr. Foster
is to further receive, for each year of the term, an incentive bonus as follows:
(i) 1% on net shipments on initial orders to personal sales accounts, as
defined, (ii) a commission of 5% of the amount on all Company net shipments
exceeding the preceding year's net shipments by 10% but not to exceed the sum of
$75,000, and (iii) an additional amount of 4% of the Company's net pre-tax
profits in excess of $ 100,000 and up to $250,000, 2% of net pre-tax profits in
excess of $250,000 up to $750,000 and 1% of net pretax profits in excess of
$750,000. Mr. Foster is to receive reimbursement for all travel outside of
Northern California, a policy of term life insurance in the amount of $500,000
payable to a beneficiary designated by him, health and longterm disability
insurance. In the event Mr. Foster is terminated without cause, he is to receive
a severance benefit of 24 months Base Salary if terminated after December 31,
1997, or 24 months Base Salary plus the amount of Base Salary from the date of
termination to December 31, 1997 if terminated prior to December 31, 1997. In
the event of a Change in Control in the Company, as defined, and, following such
Change in Control, there is a change in the composition of a majority of the
Directors comprising the entire Board of Directors immediately prior to the
Change in Control, Mr. Foster may elect, within six months following the change
in the composition of the Board of Directors following the Change in Control, to
terminate his employment with the Company and, in such case, he is to receive a
special severance payment in the form of the Company purchasing from Mr. Foster
all of his vested and then presently exercisable options as of the date of his
termination and which may have been granted to him prior to May 15, 1995. Such
repurchase is to be at a price of $3.20 per option to the extent that the
average closing price for the Company's Common Stock for the 10 days preceding
the effective date of termination is less than $3.20 above the strike price of
his respective options.
In connection with the amendment and restatement of his Employment
Agreement, all options granted to Mr. Foster prior to December 31, 1999 have
been re-designated as non-incentive stock options and, to the extent such
options become vested and are presently exercisable, may be exercised through
December 31, 1999. Options granted to Mr. Foster in accordance with an option
grant dated November 4, 1993 continue to be subject to the vesting schedule
contained in the original grant, of which 30,000 options vested on December 31,
1996.
On August 5, 1996 the Company extended and modified the Employment
Agreement of Mr. Ricky Williams, Vice President of Operations. Mr. Williams'
Employment Agreement was extended through December 31, 1997. During the extended
term, Mr. Williams is to receive a salary of $90,000 for the year 1997. Mr.
Williams is entitled to elect to receive up to 10% of each year's base salary in
January in each year, with the remainder being paid to him over the course of
the year pursuant to the Company's regular payroll policies. During the
continuation of his employment, Mr. Williams is to receive an automobile
allowance of $750 per month and is to be provided with life insurance in the
amount of $250,000. In connection with his original Employment Agreement, Mr.
Williams was granted options to purchase 30,000 shares of the Company's Common
Stock at an exercise price of $4.75 per share. All of such options are vested
and are exercisable through December 31, 1997. On November 4, 1993, Mr. Williams
was granted options to purchase 30,000 shares of the Company's Common Stock at
an exercise price of $6.625 per share, exercisable through December 31, 1997,
and vesting in equal increments on December 31st of each year of the term of his
Agreement, as extended, commencing December 31, 1994.
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Senior Management Incentive Plan
The Company's 1991 Senior Management Incentive Plan (sometimes referred
to as the "Plan" or the "Management Plan") currently provides for the issuance
of up to 450,000 shares of the Company's Common Stock in connection with the
issuance of stock options and other stock purchase rights to executive officers,
key employees and consultants. To date, options to acquire a total of 390,000
shares and an additional 60,000 restricted shares have been issued under the
Plan.
The Management Plan is intended to attract and retain key executive
management personnel whose performance is expected to have a substantial impact
on the Company's long-term profit and growth potential by encouraging and
assisting those persons to acquire equity in the Company. It is contemplated
that only those executive management employees (generally the Chairman of the
Board, Vice-Chairman, Chief Executive Officer, Chief Operating Officer,
President and Vice-Presidents of the Company) who perform services of special
importance to the Company will be eligible to participate under the Management
Plan, although other full time employees of the Company are eligible to
participate under the Plan. A total of 450,000 shares of Common Stock are
currently reserved for issuance under the Management Plan. It is anticipated
that awards made under the Management Plan will be subject to three-year vesting
periods, although the vesting periods are subject to the discretion of the
Administrator of the Board.
Directors who are not otherwise employed by the Company will not be
eligible for participation in the Management Plan.
The Management Plan provides for four types of awards: stock options,
incentive stock rights, stock appreciation rights (including limited stock
appreciation rights) and restricted stock purchase agreements, as described
below.
Stock Options. Options granted under the Management Plan may be either
incentive stock options ("ISOs") or options which do not qualify as ISOs
("non-ISOs"). ISOs may be granted at an option price of not less than 100% of
the fair market value of the Common Stock on the date of grant, except that an
ISO granted to any person who owns capital stock representing more than 10% of
the total combined voting power of all classes of Common Stock of the Company
("10% stockholder") must be granted at an exercise price of at least 110% of the
fair market value of the Common Stock on the date of the grant. The exercise
price of the non-ISOs may not be less than 65% of the fair market value of the
Common Stock on the date of grant. ISOs granted to persons other than 10%
stockholders may be exercisable for a period of up to ten years from the date of
grant; ISOs granted to 10% stockholders may be exercisable for a period of up to
five years from the date of grant. No individual may be granted ISOs that become
exercisable in any calendar year for Common Stock having a fair market value at
the time of grant in excess of $100,000. Non-ISOs may be exercisable for a
period of up to 13 years from the date of grant.
Upon termination of employment or consulting services, an optionee will
be entitled to exercise the vested portion of an option for a period of up to
three months after the date of termination, except that if the reason for
termination was a discharge for cause, the option shall expire immediately, and
if the reason for termination was for death or permanent disability of the
optionee, the vested portion of the option shall remain exercisable for a period
of twelve months thereafter.
Incentive Stock Rights. Incentive stock rights consist of incentive
stock units equivalent to one share of Common Stock in consideration for
services performed for the Company. If the employment or consulting services of
the holder with the Company terminate prior to the end of the incentive period
relating to the units awarded, the rights shall thereupon be null and void,
except that if termination is caused by death or permanent disability, the
holder or his/her heirs, as the case may be, shall be entitled
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to receive a pro rata portion of the shares represented by the units, based upon
that portion of the incentive period which shall have elapsed prior to the death
or disability.
Stock Appreciation Rights (SARs). SARs may be granted to recipients of
options under the Management Plan. SARs may be granted simultaneously with, or
subsequent to, the grant of a related option and may be exercised to the extent
that the related option is exercisable, except that no general SAR (as
hereinafter defined) may be exercised within a period of six months of the date
of grant of such SAR and no SAR granted with respect to an ISO may be exercised
unless the fair market value of the Common Stock on the date of exercise exceeds
the exercise price of the ISO. A holder may be granted general SARs ("general
SARs") or limited SARs ("limited SARs"), or both. General SARs permit the holder
thereof to receive an amount (in cash, shares of Common Stock or a combination
of both) equal to the number of SARs exercised multiplied by the excess of the
fair market value of the Common Stock on the exercise date over the exercise
price of the related option. Limited SARs are similar to general SARs, except
that, unless the Administrator determines otherwise, they may be exercised only
during a prescribed period following the occurrence of one or more of the
following "Change of Control" transactions: (i) the approval of the Board of
Directors of a consolidation or merger in which the Company is not the surviving
corporation, the sale of all or substantially all the assets of the Company, or
the liquidation or dissolution of the Company; (ii) the commencement of a tender
or exchange offer for the Company's Common Stock (or securities convertible into
Common Stock) without the prior consent of the Board; (iii) the acquisition of
beneficial ownership by any person or other entity (other than the Company or
any employee benefit plan sponsored by the Company) of securities of the Company
representing 25% or more of the voting power of the Company's outstanding
securities; or (iv) if during any period of two years or less, individuals who
at the beginning of such period constitute the entire Board cease to constitute
a majority of the Board, unless the election, or the nomination for election, of
each new director is approved by at least a majority of the directors then still
in office.
The exercise of any portion of either the related option or the tandem
SARs will cause a corresponding reduction in the number of shares remaining
subject to the option or the tandem SARs, thus maintaining a balance between
outstanding options and SARs.
Restricted Stock Purchase Agreements. Restricted stock purchase
agreements provide for the sale by the Company of shares of Common Stock at
prices to be determined by the Board, which shares shall be subject to
restrictions on disposition for a stated period during which the purchaser must
continue employment with the Company in order to retain the shares. Payment can
be made in cash,a promissory note or a combination of both. If termination of
employment occurs for any reason within six months after the date of purchase,
or for any reason other than death or by retirement with the consent of the
Company after the six-month period but prior to the time that the restrictions
on disposition lapse, the Company shall have the option to reacquire the shares
at the original purchase price.
Upon expiration of the applicable restricted period and the
satisfaction of any other applicable conditions, all or part of the restricted
shares and any dividends or other distributions not distributed to the holder
(the "retained distributions") thereon will become vested. Any restricted shares
and any retained distributions thereon which do not so vest will be forfeited to
the Company. If prior to the expiration of the restricted period a holder is
terminated without cause or because of a total disability (in each case as
defined in the Management Plan), or dies, then, unless otherwise determined by
the Administrator at the time of the grant, the restricted period applicable to
each award of restricted shares will thereupon be deemed to have expired. Unless
the Administrator determines otherwise, if a holder's employment terminates
prior to the expiration of the applicable restricted period for any reason other
than as set forth above, all restricted shares and any retained distributions
thereon will be forfeited.
Accelerating of the vesting of the awards made under the provisions of
the Management Plan shall occur on the first day following the occurrence of any
of the following: (a) the approval by the stockholders of the Company of an
Approved Transaction; (b) a Control Purchase; or (c) a Board
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Change. An "Approved Transaction" is defined as (A) any consolidation or merger
of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would be converted into
cash, securities or other property other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (B) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (C) the adoption of any plan or proposal for
the liquidation or dissolution of the Company.
A "Control Purchase" is defined as circumstances in which any person
(as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
corporation or other entity (other than the Company or any employee benefit plan
sponsored by the Company) (A) shall purchase any Common Stock of the Company (or
securities convertible into the Company's Common Stock) for cash, securities or
any other consideration pursuant to a tender offer or exchange offer, without
the prior consent of the Board of Directors, or (B) shall become the "beneficial
owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of directors (calculated
as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire
the Company's securities).
A "Board Change" is defined as circumstances in which, during any
period of two consecutive years or less, individuals who at the beginning of
such period constitute the entire Board shall cease for any reason to constitute
a majority thereof unless the election, or the nomination for election by the
Company's stockholders, of each new director was approved by a vote of at least
a majority of the directors then still in office.
Non-Employee Director Plan
At the Annual Meeting held on August 11, 1995, the Board of Directors
presented for approval of the stockholders the Non-Employee Director Stock
Option Plan (the "Director Plan"), which approval was granted. The Director Plan
provides for the issuance of a maximum of 75,000 shares of Common Stock upon the
exercise of stock options granted under the Director Plan. Options may be
granted under the Director Plan until August 11, 2005 to (i) non-employee
Directors as defined and (ii) members of any advisory board established by the
Company who are not full time employees of the Company or any of its
subsidiaries. The Director Plan provides that each non-employee Director will
automatically be granted an option to purchase 5,000 shares of the Company's
Common Stock upon joining the Board of Directors (or, for those persons who are
directors on the date of approval of the Director Plan by the Stockholders, on
such date), and options to purchase 3,000 shares on each anniversary of the
initial date of service or date of approval, as the case may be.
Under the terms of the Director Plan, the sum of the number of shares
to be received upon any grant multiplied by the fair market value of each share
at the time of the grant may not exceed $75,000. All awards shall be reduced to
the extent that they exceed such amount. The exercise price for options granted
under the Director Plan shall be 100% of the fair market value of the Common
Stock on the date of grant (or if there is no closing price for such date of
grant, then the last preceding business day on which there was a closing price).
The "fair market value" shall mean (i) the closing bid price of a share of
Common Stock on the American Stock Exchange ("AMEX") or other national
securities exchange; or (ii) if the Company's Common Stock is not listed for
trading on the AMEX or other national securities exchange, then the closing bid
price of a share of Common Stock on the Nasdaq National Market System or Nasdaq
SmallCap Market (together referred to as "NASDAQ"); or (iii) in the event the
Common Stock is not traded on either the AMEX or the NASDAQ, the fair market
value shall be the price of the Common Stock as reported by the National
Quotation Bureau, Inc., or a market maker of the Company's
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Common Stock; or (iv) if the Common Stock is not quoted by any of the above, by
the Board of Directors acting in good faith. Until otherwise provided in the
Director Plan, the exercise price of options granted under the Director Plan
must be paid at the time of exercise, either in cash, by delivery of shares of
Common Stock of the Company or by a combination of each. The term of each option
is five (5) years from the date of grant, unless terminated sooner as provided
in the Director Plan. The Director Plan is administered by a committee of the
Board of Directors composed of not fewer than two persons who are officers of
the Company (the "Committee"). The Committee has no discretion to determine
which non-employee director will receive options or the number of shares subject
to the option, the term of the option or the exercisability of the option.
However, the Committee will make all determinations of the interpretation of the
Director Plan. Options granted under the Director Plan do not qualify for
incentive stock option treatment.
As of June 13, 1997 there were outstanding options to purchase 45,000
shares under the Director Plan at exercise prices ranging from $5.00 to $10.50
per share, respectively.
Certain Relationships and Related Transactions
For information concerning the respective employment agreements of
Bruce A. Wilson, Ricky Williams and M. Scott Foster see "Employment Agreements
with Management."
For information concerning the issuance of 60,000 restricted shares to
Mr. Bruce A. Wilson, see "Executive Compensation" and "Senior Management
Incentive Plan."
On August 11, 1995, upon adoption by the Company's stockholders of a
Non-Employee Director Stock Option Plan, Mr. Fagenson was granted 5,000 options
under the Director Plan. Upon their election as Directors, Messrs. Coleman and
Furlong were each granted 5,000 options under the Director Plan. In addition,
each Director will receive automatic grants of 3,000 options as provided for in
the Director Plan.
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1996 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS WITHOUT
CHARGE UPON WRITTEN REQUEST THEREFOR SENT TO ANTONIO SANTIAGO, SECRETARY,
HEALTHY PLANET PRODUCTS, INC., 1700 CORPORATE CIRCLE, PETALUMA, CALIFORNIA
94954. Each such request must set forth a good faith representation that as of
June 13, 1997 the person making the request was the beneficial owner of Common
Shares or shares of Series D Preferred Stock entitled to vote at the 1997 Annual
Meeting of Stockholders.
IV. OTHER BUSINESS
As of the date of this Proxy Statement, the foregoing is the only
business which the Board of Directors intends to present, and it is not aware of
any other matters which may come before the Annual Meeting. If any other matter
or matters are properly brought before the Annual Meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
Proxy to vote the Proxy on such matters in accordance with their judgment.
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Stockholder Proposals
Proposals of Stockholders intended to be presented at the Company's
1998 Annual Meeting of Stockholders must be received by the Company on or prior
to February 16, 1998 to be eligible for inclusion in the Company's proxy
statement and form of proxy to be used in connection with the 1998 Annual
Meeting of Stockholders.
By Order of the Board of Directors
ANTONIO SANTIAGO,
Secretary
Dated: June 16, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
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APPENDIX A
HEALTHY PLANET PRODUCTS, INC.
ANNUAL MEETING OF STOCKHOLDERS
August 4, 1997
PROXY
The undersigned hereby appoints BRUCE A. WILSON and M. SCOTT FOSTER and
each of them, proxies, with full powers of substitution to each to vote all
shares of Common Stock and Series D Preferred Stock of HEALTHY PLANET PRODUCTS,
INC. owned by the undersigned at the Annual Meeting of Stockholders to be held
on August 4, 1997 and at any adjournments thereof, hereby revoking any proxy
heretofore given. The undersigned instructs such proxies to vote as follows:
I. Election of Directors
FOR all Nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) [ ] nominees listed below [ ]
(Instruction: Please check appropriate box. To withhold authority for any
individual nominee, strike a line through the nominee's name in the list below.)
Nominees: Class 2
Mr. Daniel R. Coleman
Mr. Robert Fagenson
AND TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement
dated June 16, 1997, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE
SIGN AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
Either of the proxies, who shall be present and acting, shall have and
may exercise all the powers hereby granted.
IF NO OTHER ELECTION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES FOR CLASS TWO DIRECTOR.
Said proxies will use their discretion with respect to any other
matters which properly come before the meeting.
Dated: ___________________________, 1997
________________________________________
Signature
________________________________________
Print Name
(Please date and sign exactly as name
appears at left. For joint accounts,
each joint owner should sign, Executors,
administrators, trustees, etc., should
also so indicate when signing.)
