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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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2) Aggregate number of securities to which transaction applies:
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4) Date Filed:
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WELLSTEAD INDUSTRIES, INC.
581 BOYLSTON STREET, SUITE 500
BOSTON, MA 02116
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 1995
- ------------------------------------------------------------------------------
To the Shareholders:
The Annual Meeting of Shareholders of Wellstead Industries,
Inc. (the "Corporation") will be held at Hampton Inn, 1745 Walden
Avenue, Buffalo, New York 14227 at 10:00 A.M. on July 25, 1995,
for the following purposes:
1. To elect directors.
2. To consider and act upon any other matters that may
properly come before the meeting or any adjournments
thereof.
Only shareholders of record at the close of business on June 5, 1995
will be entitled to vote at the meeting or any adjournment thereof.
A Proxy Statement, form of proxy and 1994 Annual Report are
enclosed.
By Order of the Board of Directors,
Carmen J. DiCioccio
Secretary
Dated: June 9, 1995
Whether or not you plan to attend the meeting, please date and
sign the enclosed form of proxy and return it in the envelope
provided. Any person giving a proxy has the power to revoke it
at any time prior to its exercise and if at the meeting may
withdraw it and vote in person. Attendance at the meeting is
limited to shareholders, their proxies and invited guests of the
Corporation.
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WELLSTEAD INDUSTRIES, INC.
581 BOYLSTON STREET, SUITE 500
BOSTON, MA 02116
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PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 1995
- -------------------------------------------------------------------------------
GENERAL INFORMATION
- -------------------------------------------------------------------------------
This Proxy Statement is being furnished to holders of the Common Stock
of Wellstead Industries, Inc. (the "Corporation") in connection with the
solicitation by the Board of Directors of proxies to be used in voting at the
Annual Meeting of Shareholders of the Corporation to be held on July 25, 1995
(the "Annual Meeting"). This Proxy Statement, the enclosed form of proxy,
and the 1994 Annual Report to shareholders are being distributed to the
Corporation's shareholders commencing on or about June 9, 1995.
The shares represented by the accompanying form of proxy, properly
signed, and received by the Corporation will be voted in accordance with the
specifications made thereon. In the absence of specific instructions,
proxies will be voted in accordance with the recommendations of the Board of
Directors made in this Proxy Statement and in the form of proxy with respect
to the proposals described herein.
A shareholder may attend the Annual Meeting even though he or she has
executed and returned a proxy. A proxy may be revoked at any time before it
is voted by written notice of revocation given to the Secretary of the
Corporation at the above address or at the Annual Meeting.
The cost of soliciting proxies, including the preparation, printing and
mailing of this Proxy Statement, will be borne by the Corporation.
Solicitation will be made by the Corporation primarily through the mail, but
regular employees of the Corporation may solicit proxies personally, be
telephone or telegram. The Corporation will request brokers and nominees to
obtain voting instructions of beneficial owners of shares of Common Stock
registered in their names and will reimburse them for their expenses incurred
in connection therewith.
VOTING SECURITIES
Only shareholders of record at the close of business on June 5, 1995
(the "record date") are entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. On the record date, the Corporation's
voting securities issued consisted of 1,356,374 shares of Common Stock, $.01
par value (the "Common Stock") of which 172,334 shares are presently held by
Wellstead as Treasury shares. The remaining 1,184,040 outstanding shares are
those eligible to be voted at this meeting. A majority of such shares,
present or in person or represented by proxy, shall constitute a quorum
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at the Annual Meeting. Votes will be tabulated at the Annual Meeting by one
or more inspectors of election appointed by the Corporation's Board of
Directors.
1. ELECTION OF DIRECTORS
At the 1995 Annual Meeting of Shareholders, a Board of Directors
consisting of four members, will be elected, each to hold office until a
successor is elected and qualified, or until the director resigns, is removed
or become disqualified.
Unless authority to vote for the proposed slate of directors or any
individual director is withheld, all shares represented by the accompanying
proxy will be voted for the election of Roger A. Anderson, John W. Burkhart,
Robert B. Goergen, and Ronnie M. Hyer, all of whom are incumbent directors
and the management nominees.
The Corporation has no reason to believe that any of the nominees will
become unavailable to serve as director for any reason before the Annual
Meeting. However, in the event that any of them shall become unavailable,
the persons designated as proxies in the accompanying form of proxy reserve
the right to substitute another person of their choice when voting at the
Annual Meeting.
If a quorum is present at the Annual Meeting, directors will be elected
by the affirmative vote of a plurality of the shares of Common Stock present
in person or represented by proxy and entitled to vote at the Annual Meeting.
Abstentions by holders of such shares and broker non-votes with respect to
the election of directors will be included in determining the presence of
such quorum, but will not be included in determining whether nominees have
received the vote of such plurality.
The Board of Directors recommend a vote FOR the management nominees.
The following table and four paragraphs sets forth information
concerning the nominees.
NAME AND POSITION
WITH THE CORPORATION AGE DIRECTOR SINCE
Roger A. Anderson
Chairman, Audit Committee 57 1989
John W. Burkhart
Chairman of the Board,
President and Chief Executive Officer 57 1989
Robert B. Goergen 56 1992
Ronnie M. Hyer 44 1988
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Roger A. Anderson has been Chairman of the Audit Committee of the Board since
1990. He has been a director, officer and shareholder of Ropart Asset
Management Company ("RAMCO"), which is the general partner of Ropart Partners,
L.P., a limited partnership that raises private equity capital for investment,
for more than 5 years. Mr. Anderson has been Chairman of Burlington Management
Company and Tair, LTD, private investment companies, since 1979, and he has
been a director of Blyth Industries, Inc., a manufacturer and distributor of
candles and home decorating accessories, since February, 1994.
John W. Burkhart has been Chairman of the Board since February, 1991,
and President and Chief Executive Officer since February 15, 1993. Since
July, 1984, Mr. Burkhart has been President and a director of Breezy Hill
Enterprises, Inc., a management services company. Since April, 1986, Mr.
Burkhart has been the Chairman of the Board of Directors, and since June,
1993, the President, of MWM Dexter, Inc., a specialty printing company.
Since January, 1990, Mr. Burkhart has been the Chairman of the Board of
Directors, and since November, 1992, the President, of Famous Hospitality,
Inc., a specialty printing company. He has been a director of Blyth
Industries, Inc. since 1982. Mr. Burkhart has been a director, officer, and
shareholder of RAMCO for more than 5 years.
Robert B. Goergen has been Chairman of the Board and Chief Executive
Officer of Blyth Industries, Inc., a manufacturer and distributor of candles
and home decorating accessories, since July, 1977, and Chairman of the Board
of XTRA Corporation, a transportation system leasing company, since March,
1990. He has been a director, officer and shareholder of RAMCO for more than
5 years. He is also Chairman of the Board of Trustees of the University of
Rochester.
Ronnie M. Hyer has been Chief Executive Officer and President of Gulf
Supply, Inc., a distributor of contractor supplies since 1994. From 1992 to
1994, he was President and Chief Executive Officer of Search Scan
Electronics, Inc., a manufacturer of security and hobby metal detection
equipment. From November, 1987 to February, 1989, he served as the
Corporation's Vice President of Sales. Thereafter he served as a consultant
to the Corporation until June, 1992.
BOARD OF DIRECTORS' MEETINGS, COMMITTEES
AND DIRECTORS' COMPENSATION
Board of Directors' action was taken in 1994 at the telephone meeting of
directors that followed the 1994 Annual Meeting of Shareholders, and
thereafter during the year Board actions were taken at four regular meetings
and at two telephone meetings. Each director attended 75 percent or more of
the meetings of the Board
The Board of Directors currently has an Audit Committee. The
Compensation Committee was ended in December, 1994. Since then the full
Board of Directors serves as the Compensation Committee. The Board does not
have a Nominating Committee.
The Audit Committee evaluates and selects the Corporation's independent
auditors; reviews their audit scope, fees and results; and reviews the
Corporation's internal controls and public financial reporting. The Audit
Committee held one meeting in 1994. It's members are Roger A. Anderson
(Chairman) and Ronnie M. Hyer.
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Directors who are employees of the Corporation or its subsidiaries do
not receive fees for attendance at directors' meetings. Directors who are
not employees receive a fee of $2,500 for each meeting attended in person.
No compensation is paid for participating in any meeting conducted by
telephone. Directors who serve as members of the Audit Committee receive no
additional fees. Directors are reimbursed for their out-of-pocket expenses
incurred in attending meetings of directors and shareholders.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
COMPENSATION OBJECTIVES AND POLICY
The primary objective of the Corporation's executive compensation plan
is to link the interests of management with those of the shareholders.
Compensation policies and practices are intended to support this objective by:
- Attracting and retaining qualified, competent managers;
- Relating compensation directly to Corporation and individual
performance, as measured by specific financial and operating
objectives;
- Providing compensation that is competitive and equitable;
- Encouraging equity ownership to motivate managers to think and
act as owners.
COMPENSATION COMPONENTS
The following components are the key elements of the Corporation's
compensation package:
SALARY
Salary levels are established by considering level of responsibility,
experience, performance, internal fairness, and the compensation practices of
competitors. In general, base salaries are set at the minimum level required
to attract and retain qualified managers, when considered in conjunction with
the other elements of the overall compensation package.
ANNUAL INCENTIVE
Annual incentive awards are intended to be a significant portion of the
total compensation package. They are established to recognize and reward the
achievement of annual performance objectives.
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STOCK OPTIONS
Stock options are granted as an additional incentive to reinforce the
relationship between the performance of a manager and the interests of
shareholders. The option program uses vesting to motivate key managers to
stay with the Corporation. Executives receive value from these programs only
if the Corporation's Common Stock appreciates over the long term.
CEO COMPENSATION
Mr. Burkhart, who was the Chairman, President and Chief Executive
Officer received $29,167 in 1994.
EXECUTIVE COMPENSATION
The following table discloses the compensation received for the three
years ended December 31, 1994 by the Corporation's Chief Executive Officer
and, its only other executive officer whose total annual compensation
exceeded $100,000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION
James J. Ambrose (1),(2) 1994 $140,000 $23,064
Vice President 1993 $123,846 --
John W. Burkhart (1) 1994 $ 29,167 $ 6,000(3)
Chairman of the Board, 1993 --- $10,000
President, and Chief
Executive Officer
(1) Mr. Ambrose and Mr. Burkhart were not executive officers prior to 1993.
(2) Mr. Ambrose served as Vice President and as President of the Corporation's
wholly-owned subsidiary, Control Resource Systems, Inc. through
November 30, 1994. In connection with his resignation, the Corporation
has agreed to pay him $94,900 in 1995 to be paid monthly through November,
1995. This amount may be reduced in the event Mr. Ambrose becomes employed
at a higher rate of pay than the level of compensation he currently
receives.
(3) Since April, 1994, Mr. Burkhart has received a $750 per month expense
allowance towards the cost of maintaining his office in Boston.
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OPTION GRANTS IN 1994
No options were granted in 1994 to any individual named in the Summary
Compensation Table.
BOARD OF DIRECTOR
INTERLOCKS AND INSIDER PARTICIPATION
Until December, 1994, the Compensation Committee of the Board consisted
of a former director, Marne Obernauer, Sr., (Chairman) and Roger A. Anderson,
neither of whom was an officer or employee of the Corporation or any of its
subsidiaries during that year. During 1994, John W. Burkhart, the
Corporation's Chairman of the Board, and Roger A. Anderson, and Robert B.
Goergen, directors of the Corporation, were directors, executive officers and
shareholders of Ropart Asset Management Company ("RAMCO"), and Mr. Anderson
served on the Compensation Committee of the Corporation's Board. See
"Certain Relationships and Transactions" below, describing RAMCO's
relationships and transactions with the Corporation.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
On January 9, 1995, the Board, in response to an urgent need for an
infusion of cash into Control Resource Systems, Inc. to fund working capital
requirements, sold a portion of its interest in its wholly-owned subsidiary,
Promotion Products, Inc. ("PPI") for $1,500,000 cash with a repurchase
option. The buyer was Prom-Prod Holdings, a limited liability corporation,
founded for the purpose of this transaction by the principals of Ropart
Partners, L.P., the Corporation's largest stockholder. The amount of PPI
equity sold was determined to be 86 percent based on an independent appraisal
and fairness opinion conducted by a firm selected by the outside, unrelated
director, Ronnie M. Hyer, who was represented by outside counsel. Until
January 31, 1996, the Corporation holds an option to repurchase the equity
interest sold at the same price plus an amount representing interest and
transaction expenses. The principals of Ropart Partners, L.P., their
investment, and their ownership percentages of Prom-Prod Holdings, L.L.P., is
as follows: Ropart Partners, L.P., $500,000, 32.2 percent; Ropart Partners
II, L.L.P., a limited liability partnership of which Robert B. Goergen is a
partner, $500,000, 32.2 percent; Roger A. Anderson, $250,000, 16.1 percent;
and John W. Burkhart, $250,000, 16.1 percent.
In 1994, the Corporation terminated a retainer agreement with Ropart
Asset Management Company ("RAMCO") whereby RAMCO had been retained to advise
and assist the Corporation in obtaining debt and equity financings and
acquiring other businesses. Each of Messrs. Anderson, Burkhart, and Goergen,
directors of the Corporation, is a director, officer and shareholder of
RAMCO. The Corporation had agreed to pay RAMCO a retainer of $2,500 a month
for its services, and to reimburse RAMCO for its reasonable expenses incurred
in connection therewith. Payment of or on account of the accrued retainer
was due when a financing or an acquisition was consummated. Additional
compensation was payable to RAMCO if and when the Corporation obtained a
financing or consummated an acquisition as to which RAMCO met certain
requirements of the retainer agreement.
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No services were provided in 1994 by RAMCO. As of May 1, 1995, RAMCO
was owed by the Corporation $236,863 for services provided in 1993. RAMCO
and the Corporation have agreed with the Corporation's main lender not to pay
this amount until certain objective financial tests are satisfied, relating
to the Corporation's net income, debt outstanding to the lender and unused
debt availability from the lender.
In April, 1994, RAMCO arranged for Ropart Partners, L.P. to provide PPI
with a $50,000 loan for working capital purposes. The loan was repaid by PPI
on December 31, 1994 along with an interest payment of $3,375.
In 1994, Roger A. Anderson, John W. Burkhart and Robert B. Goergen
granted limited personal guarantees to a bank, which provided: (1) the
Corporation with a term loan secured by real estate; (2) Control Resource
Systems, Inc., the Corporation's wholly owned subsidiary, with a term loan
secured by real estate; and (3) Promotion Products, Inc., in at which, in
1994, was a wholly-owned subsidiary of the corporation, with a revolving line
of credit. As consideration for the guarantees described above, the
guarantors are collectively to be paid by the Corporation 25% of the actual
interest paid to the bank on the term loans and line of credit. In 1994, PPI
paid $4,097.69 to each of the guarantors for the 1994 guarantee of each. In
1994, the Corporation incurred fees of $9,591.00 owed to each of the
guarantors for the guarantees provided to the Corporaiton and CRSI. As of
May 1, 1995, $7,707 of the amount owed to each guarantor had not been paid.
As part of the financing of the FSG acquisition in December, 1993, the
Corporation issued in private placements: (1) Loan Participation Units (the
"LPU's"), consisting of $3,000,000 of subordinated notes (the "Notes") with
warrants (the "Warrants") for 208,297 shares, for aggregate gross cash
consideration of $3,000,000; and (2) 16,500 shares of Class C Preferred Stock
(the "Class C Preferred"), for aggregate gross cash consideration of
$1,650,000. Roger A. Anderson, John W. Burkhart, and Robert B. Goergen and
their associates currently hold a portion of the LPU's and the Class C
Preferred Stock as described below. A full description of the LPU's and
Class C Preferred is incorporated herein by reference to the Corporation's
Form 8-K dated January 7, 1994.
Relating to the holdings of LPU's: (1) Anderson Retirement Plan, of
which Roger A. Anderson is trustee, holds $50,000 of the Notes and 4,116
Warrants; (2) GKB Associates, Inc. Pension Plan, of which John W. Burkhart's
wife, Glenda K. Burkhart, is trustee, holds $25,000 of the Notes and 2,058
Warrants; (3) Breezy Hill Enterprises, Inc. Pension Plan, of which John W.
Burkhart is trustee, holds $50,000 of the Notes and 4,116 Warrants; (4) The
Goergen Foundation, Inc., of which Robert B. Goergen is a trustee, holds
$25,000 of the Notes and 2,058 Warrants; (5) Robert B. Goergen, through his
IRA, holds $25,000 of the Notes and 2,058 Warrants; and (6) Tair Financial
Ltd., of which Roger A. Anderson is an officer, holds $750,000 of the Notes
and 23,077 Warrants.
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Relating to the Class C Preferred: (1) Ropart Investments, L.L.C.,
whose principal stockholder is Robert B. Goergen, holds 6,000 shares with a
face value of $600,000; (2) Ropart Partners, L.P., holds 5,000 shares with a
face value of $500,000 (3) Breezy Hill Enterprises, Inc. Pension Plan, of
which John W. Burkhart is the sole trustee, holds 2,000 shares with a face
value of $200,000; (4) Glenda K. Burkhart holds 600 shares with a face value
of $60,000; and (5) John W. Burkhart holds 400 shares with a face value of
$40,000.
Submitted by
Wellstead Industries, Inc.
Board of Directors
John W. Burkhart, Chairman
Roger A. Anderson
Robert B. Goergen
Ronnie M. Hyer
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PERFORMANCE GRAPH
The graph below summarizes the cumulative total return experienced by
the Corporation's stockholders over the years 1990 through 1994, compared to
the Russell 3000 Index. In the graph and the notes thereto, the Corporation
is referred to as "WELS."
COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
[GRAPH]
[GRAPH DATA TO COME]
The graph assumes that the value of the investment in the Corporation's
Common Stock and in each index was $100 on December 31, 1989. Data points
are for the end of each month from December 31, 1989 through December 31,
1994.
The preceding graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement, in whole
or in part, into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Corporation
specifically incorporates such graph by reference, and shall not otherwise be
deemed filed under either such Acts.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of April 30, 1995, the information
regarding beneficial ownership of shares of the Common Stock by (i) certain
major shareholders of the Corporation, (ii) each of the Corporation's
directors, (iii) the persons named in the Summary Compensation Table herein
and, (iv) all directors and executive officers as a group. Such beneficial
ownership is reported in accordance with the rules of the Securities and
Exchange Commission, under which a person may be deemed to be the beneficial
owner of such shares if such person has or shares the power to vote or
dispose of such shares or has the right to acquire beneficial ownership of
such shares within 60 days (for example, through the exercise of an option).
Accordingly, the shares shown in the table as beneficially owned by certain
individuals may include shares owned by certain members of their respective
families. Because of such rules more than one person may be deemed to be the
beneficial owner of the same shares. The inclusion of the shares shown in
the table is not necessarily an admission of beneficial ownership of those
shares by the person indicated. Except as otherwise indicated, the shares
are owned directly by the persons named and those persons have sole voting
and investment power with respect to such shares.
Amount and
Position Nature or Percentage of
with Beneficial Outstanding
Beneficial Owner Corporation Ownership Shares
- ------------------------- ------------ ----------- -------------
Ropart Partners, L.P. 331,443 (1) 28.0%
8 Greenway Plaza, Suite 718
Houston, TX 77046
James Ambrose Vice President --- ---
until his resignation
from all offices on
November 30, 1994
Roger A. Anderson Director 372,636 (1) (3) 31.5
Ropart Partners, L.P.
8 Greenway Plaza, Suite 718
Houston, TX 77046
John W. Burkhart Director, Chairman 450,274 (1) (4) 38.0
Ropart Partners, L.P. of the Board,
581 Boylston Street President, and Chief
Suite 500 Executive Officer since
Boston, MA 02116 February 15, 1993
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Robert B. Goergen Director 372,259 (1) (5) 31.4%
Ropart Partners, L.P.
Two Greenwich Plaza
Greenwich, CT 06830
Ronnie M. Hyer Director 16,000 1.4
All directors and 537,569 (6) 45.5
executive officers
as a group (5 persons,
including Mr. Ambrose)
(1) The power to vote and to dispose of, or to direct the voting and
disposition of, the shares shown as owned by Ropart Partners, L.P., a
limited partnership ("Partners"), is vested in Ropart Associates, Inc.
("Associates") as general partner of Partners. Such decisions may also
be made by Ropart Asset Management Company ("RAMCO") pursuant to a
management services agreement with Partners. Each of Messrs. Anderson,
Burkhart and Goergen is a director, officer and stockholder of
Associates and RAMCO and may be deemed to be a controlling person
thereof. The shares shown as beneficially owned by Messrs. Anderson,
Burkhart and Goergen, respectively, include the 331,443 shares shown as
beneficially owned by Partners. Partners, Associates, RAMCO and
Messrs. Anderson, Burkhart and Goergen may be deemed to share voting and
investment power with respect to such shares. Partners also
beneficially owns 1,400 shares, or 35.2%, of the outstanding Series B
Preferred Stock of the Corporation, which is nonvoting stock and 5,000
shares, or 30.3% of the outstanding Series C Preferred Stock of the
Corporation, which is nonvoting stock. Messrs. Anderson, Burkhart and
Goergen each disclaim beneficial ownership of any shares owned by
Partners.
(2) Mr. Ambrose own 1,000 shares and, under an option, granted in 1993,
has a vested right to purchase 4,000 additional shares.
(3) Includes 4,116 stock purchase warrants held by the Anderson
Retirement Plan and 23,077 stock purchase warrants held by Tair
Financial, Ltd. of which Mr. Anderson is an officer. Mr. Anderson
disclaims beneficial interest in the Tair warrants.
(4) The shares shown as owned beneficially by Mr. Burkhart include
9,400 shares in an IRA account, 2,058 common stock purchase warrants
held by a pension plan of which Mr. Burkhart's wife is the sole trustee,
and 22,900 shares and 4,116 warrants held by a pension plan of which Mr.
Burkhart is the sole trustee. Mr. Burkhart disclaims beneficial
ownership of the shares controlled by his wife as trustee.
(5) The shares shown as beneficially owned by Mr. Goergen also include
6,000 shares owned directly by his wife, 5,500 shares in accounts, of
which Mr. Goergen is the custodian for two
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adult sons, 2,058 common stock purchase warrants in an account of which
Mr. Goergen is a trustee, and 2,058 warrants in an IRA account. He may be
deemed to share voting and investment power with respect to the shares
described in this Note (5). He disclaims beneficial ownership of such
shares, except the IRA shares.
(6) Includes 37,483 shares which the group may acquire within 60 days
after April 30, 1995 by exercising stock purchase warrants of the
Corporation.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and beneficial owners of more
than 10% of the Common Stock to file with the Securities and Exchange
Commission initial statements of beneficial ownership and statements of
changes in beneficial ownership of the Common Stock and other equity
securities of the Corporation. The Corporation believes, based upon written
information furnished to it by such directors, officers and beneficial
owners, that during and for the fiscal year ended December 31, 1994, such
persons complied with all Section 16(a) filing requirements.
OTHER MATTERS
As of the date of this statement your management knows of no business to
be presented to the meeting that is not referred to in the accompanying
notice, other than the approval of the minutes of the last shareholders'
meeting, which action will not be construed as approval or disapproval of any
of the matters referred to in such minutes. As to other business that may
properly come before the meeting, it is intended that proxies properly
executed and returned will be voted in respect thereof at the discretion of
the person voting the proxies in accordance with the best judgment of the
person voting the proxies.
Coopers & Lybrand served as the Corporation's independent public
accountants for 1994. Representatives from that firm will be present at the
meeting of shareholders, will be given the opportunity to make a statement if
they so desire, and will be available to respond to any appropriate
questions. The Corporation has not selected auditors for the current year
because its normal practice is for the Audit Committee to make such selection
after mid-year.
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PROPOSALS OF SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation at the 1996 Annual Meeting must be received
by the Corporation by December 15, 1995. The proposal must be in accordance
with the provisions of Rule 14a-8 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. It is suggested the
proposal be submitted by certified mail -- return receipt requested.
By order of the Board of Directors
Carmen J. DiCioccio, Secretary
Boston, Massachusetts
June 9, 1995
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