SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
PRECISION STANDARD, 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] $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:
2) Aggregate number of securities to which
transaction applies:
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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):
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[ ] 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
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PRECISION STANDARD, INC.
One Pemco Plaza
1943 North 50th Street
Birmingham, Alabama 35201
(205) 591-3005
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1995
TO THE SHAREHOLDERS OF PRECISION STANDARD, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of
Shareholders of Precision Standard, Inc., a Colorado corporation,
will be held at the offices of the Company at One Pemco Plaza,
1943 North 50th Street, Birmingham, Alabama 35201, on Tuesday,
May 16, 1994, at 10:00 a.m. Central Daylight Time, and at any and
all adjournments thereof, for the purpose of considering and
acting upon the following matters:
1. The election of five (5) Directors of the Company
to serve until the next Annual Meeting of Shareholders and until
their successors have been duly elected and qualified;
2. The ratification of the appointment of Coopers &
Lybrand as the independent public accountants of the Company for
the calendar year ending December 31, 1995; and
3. The transaction of such other business as properly
may come before the meeting or any adjournment thereof.
A Proxy Statement explaining the matters to be acted
upon at the meeting is enclosed. Please read it carefully.
Only holders of record of the $.0001 par value common
stock of the Company at the close of business on Friday, April 7,
1995, will be entitled to notice of and to vote at the Meeting or
at any adjournment or adjournments thereof. The Proxies are
being solicited by the Board of Directors of the Corporation.
All Shareholders, whether or not they expect to attend
the Annual Meeting of Shareholders in person, are urged to sign
and date the enclosed Proxy and return it promptly in the
enclosed postage-paid envelope which requires no additional
postage if mailed in the United States. The giving of a Proxy
will not affect your right to vote in person if you attend the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Denver, Colorado WALTER M. MOEDE
April 27, 1995 SECRETARY
PRECISION STANDARD, INC.
One Pemco Plaza
1943 North 50th Street
Birmingham, Alabama 35201
(205) 591-3009
________________________
PROXY STATEMENT
________________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1995
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the
Board of Directors of Precision Standard, Inc., a Colorado
corporation (the "Company"), for use at the Company's Annual
Meeting of Shareholders (the "Meeting") to be held the offices of
the Company, One Pemco Plaza, 1943 North 50th Street, Birmingham,
Alabama 35201, on Tuesday, May 16, 1995, at 10:00 a.m., Central
Daylight Time, and at any adjournment thereof. It is anticipated
that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's Shareholders on or about April 27, 1995.
Any person signing and returning the enclosed Proxy may
revoke it at any time before it is voted by (i) giving a later
dated written revocation of Proxy to the Company, or
(ii) providing a later dated amended Proxy to the Company, or
(iii) voting in person at the Meeting. The expense of soliciting
Proxies, including the cost of preparing, assembling and mailing
this Proxy material to Shareholders, will be borne by the
Company. It is anticipated that solicitations of Proxies for the
Meeting will be made only by use of the mails; however, the
Company may use the services of its Directors, Officers and
employees to solicit Proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward
the Proxy soliciting materials to the beneficial owners of the
Company's shares held of record by such persons, and the Company
will reimburse such persons for the reasonable out-of-pocket
expenses incurred by them in that connection.
All shares represented by valid Proxies will be voted in
accordance therewith at the Meeting.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of
the Company's $.0001 par value common stock, with each share
entitled to one vote. Only Shareholders of record at the close
of business on Friday, April 7, 1995, are entitled to notice of
and to vote at the Meeting or any adjournment thereof. On
April 7, 1995, the Company had 12,449,948 shares of its $.0001
par value common stock outstanding, each share of which is
entitled to one vote on all matters to be voted upon at the
Meeting, including the election of Directors. Cumulative voting
in the election of Directors is not permitted.
A majority of the Company's outstanding common stock
represented in person or by Proxy shall constitute a quorum at
the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of
shares of the Company's $.0001 par value common stock owned
beneficially, as of April 7, 1995, by any person who is known to
the Company to be the beneficial owner of 5% or more of such
common stock, and, in addition, by each Director and nominee for
Director of the Company, and by all Directors and Executive
Officers of the Company as a group. Information as to beneficial
ownership is based upon statements furnished to the Company by
such persons. For purposes of this disclosure, the amount of the
Company's common stock beneficially owned is the aggregate number
of shares of the common stock outstanding on such date plus an
amount equal to the aggregate amount of common stock which could
be issued upon the exercise of stock options within 60 days of
such date.
<TABLE>
Amount and Nature
of Beneficial
Name of Beneficial Owner Ownership Percent of Class
<S> <C> <C>
Matthew L. Gold 8,951,842 shares 68.6%
1943 North 50th Street directly and
Birmingham, Alabama 35201 indirectly(1)
Walter M. Moede 271,205 shares 2.1%
1943 North 50th Street directly(2)
Birmingham, Alabama 35201
Admiral Wesley L. McDonald 49,959 shares *
5193 Cottingham Place directly(3)
Alexandria, Virginia 22304
Donald C. Hannah 40,125 shares *
6400 East Cactus Wren Road directly(4)
Paradise Valley, Arizona 85253
Admiral George E. R. Kinnear II 65,125 shares *
15 Laurel Lane directly(5)
Durham, New Hampshire 03824
C. Fredrik Groth 10,167 shares *
Olie Fabriksvey 45 directly(6)
DK-2770 Kastrup
Copenhagen, Denmark
J. Ben Shapiro, Jr. 1,000 shares *
One Midtown Plaza, #1200 directly
1360 Peachtree Street
Atlanta, Georgia 30309
All Directors and 9,389,423 shares 70.5%
Officers as a Group directly and
(7 Persons) indirectly(7)
__________________
<FN>
<F1> (1) Includes 21,000 shares held by Mr. Gold on behalf of a minor
child and 15,000 shares held by children for which he has
voting rights. Includes 67,923 shares subject to vesting.
Also includes options to purchase 515,278 shares. See
"Executive Compensation."
<F2> (2) Includes 11,322 shares subject to vesting. Also includes
options to purchase 246,111 shares. See "Executive
Compensation."
<F3> (3) Includes options to purchase 47,959 shares. See
"Compensation of Directors."
<F4> (4) Consists of options to purchase 40,125 shares. See
"Compensation of Directors."
<F5> (5) Includes options to purchase 20,125 shares. See
"Compensation of Directors."
<F6> (6) Includes options to purchase 8,667 shares. Does not
include options to purchase 18,555 shares which are
currently unvested. See "Executive Compensation."
<F7> (7) Includes options to purchase 878,265 shares.
<F8> *Less than one percent.
</FN>
</TABLE>
In connection with the Senior Subordinated Loan which the Company
obtained from Bank of America, the Company granted to the Bank a
warrant to purchase 4,215,753 shares of the Company's common
stock at an exercise price of approximately $ .24 per share. The
warrant provided for mandatory repurchase periods between June 15
and December 14 during 1991, 1992 and 1993, at which time the
Bank could have required the Company to repurchase the warrant
for the per share difference between the then current appraised
value of the Company's common stock and the exercise price of the
warrant. The warrant was neither put nor exercised by the Bank
as of December 31, 1993. During the periods January 15, 1993
through April 14, 1993 and January 15, 1994 through September 14,
1994, the Company had the option to call the warrant for
repurchase. The Company exercised this right to call the warrant
on April 1, 1993. At December 31, 1994, the Company was in
violation of certain restrictive financial terms required by its
bank credit agreements. As one of the conditions to the granting
of waivers and amendments necessary to cure these violations and
preclude their recurrence, the Bank required rescission of the
Company's call of the warrant.
Change in Control
As far as is known to the Board of Directors or the
management of the Company, there are no arrangements, including
any pledge by any person, of securities of the Company, the
operation of which might, at a subsequent date, result in a
change in control of the Company.
ELECTION OF DIRECTORS
The Board of Directors recommends the election as Directors
of the five (5) nominees listed below. The Board's
recommendation as nominees includes all of the Directors elected
at the last annual meeting of Shareholders, except for Admiral
Wesley L. McDonald who will be retiring before the Meeting, and
J. Ben Shapiro, Jr. who was appointed as a Director on December
12, 1994. The five nominees, if elected, will hold office until
the next annual meeting of Shareholders and until their
successors are elected and qualified or until their earlier
death, resignation or removal. IT IS INTENDED THAT SHARES
REPRESENTED BY PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED
"FOR" THE ELECTION OF THE NOMINEES NAMED BELOW UNLESS A CONTRARY
DIRECTION IS INDICATED. If at the time of the Meeting any of the
nominees named below should be unable to serve, which event is
not expected to occur, the discretionary authority provided in
the Proxy will be exercised to vote for such substitute nominee
or nominees, if any, as shall be designated by the Board of
Directors.
The following table sets forth the name and age of each
nominee for Director, indicating all positions and offices with
the Company currently held by him, and the period during which he
has served as a Director:
<TABLE>
All Positions and Offices Period Served as
Name Age Held With the Company Director of the
Company
<S> <C> <C> <C>
Matthew L. Gold 52 Chairman, President, Since 12/31/86
Chief Executive Officer
and Director
Walter M. Moede 54 Executive Vice President, Since 12/12/89
Chief Financial Officer,
Secretary and Director
Donald C. Hannah 62 Director Since 2/15/91
Admiral George E. R.
Kinnear II 67 Director Since 3/2/93
J. Ben Shapiro, Jr. 52 Director Since 12/12/94
</TABLE>
Admiral George E. R. Kinnear II also serves as a Director of
Compaq Computer, a publicly held company engaged in the business
of manufacturing and marketing computers. Donald C. Hannah also
serves as a Director of Franchise Finance Company of America, a
real estate investment trust company, which is a publicly held
company, and as a Director of Samoth Capital, a merchant bank
which is also a publicly held company. Except for the foregoing,
none of the nominees hold directorships in any other company
having a class of securities registered under the Securities
Exchange Act of 1934, as amended, or in any company registered as
an investment company under the Investment Company Act of 1940,
as amended.
MEETINGS AND COMMITTEES OF THE BOARD
The Company has an Executive Committee. In 1994 the
Committee consisted of Matthew L. Gold, Walter M. Moede and
Admiral Wesley L. McDonald. Admiral McDonald will be retiring
from the Committee as of the Meeting. The Committee, which held
one meeting during the last calendar year, has as its primary
function director-level review and approval of non-routine
matters of significance during the periods between scheduled
meetings of the Board of Directors.
The Company's has an Audit Committee which was comprised in
1994 of Matthew L. Gold, Admiral Wesley L. McDonald, and Donald
C. Hannah, which Committee oversees the accounting controls for
the Company. Admiral McDonald will be retiring from the
Committee as of the Meeting. This Committee held two meetings
during the last calendar year. Pursuant to the requirements of
the Company's NASDAQ National Market System agreement, a majority
of the Audit Committee consists of outside Directors.
The Company also has a Compensation Committee, which
Committee makes recommendations on executive compensation and
selects those persons eligible to receive grants of options and
appreciation rights under the Company's Incentive Stock Option
and Appreciation Rights Plan and the Nonqualified Stock Option
Plan. In 1994 the Committee was composed of Admiral Wesley L.
McDonald, Donald C. Hannah and Admiral George E. R. Kinnear II.
Admiral McDonald will be retiring from the Committee as of the
Meeting. This Committee held six meetings during the last
calendar year, one of which was by unanimous written consent.
The Board of Directors met in person seven times during the
last calendar year. One other meeting was conducted by unanimous
written consent of the Directors. There were no incumbent
Directors who during the last fiscal year attended fewer than 75%
of the aggregate of all meetings of the Board and of all
committees of the Board on which he serves.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names of all Directors and Executive
Officers of the Company, all positions and offices held by each
such person, the period during which he has served as such, and
the principal occupations and employment of such persons during
the last five years:
Matthew L. Gold. Mr. Gold has been Chairman, President and
Chief Executive Officer of the Company since January 1987. He
has also been Chairman of Pemco Aeroplex, Inc. and Space Vector
Corp., wholly-owned subsidiaries of the Company, since September
1988. He has also been Chairman and President of the Company's
subsidiaries, Pemco Air Services System, Inc. and Pemco Nacelle,
Inc. since their inceptions in November 1991 and January 1993,
respectively. From 1984 to 1986, he was President of Monarch
Aviation, Inc., a company primarily engaged in the business of
modifying and maintaining large transport aircraft, and later,
Pemco Engineers, Inc., a company primarily engaged in the
business of manufacturing aircraft cargo systems, both of which
are predecessors of the Company.
Walter M. Moede. Mr. Moede joined the Company as Senior
Vice President and Chief Financial Officer in January 1989. In
September of 1989, he was appointed to the additional position of
Secretary. In December of 1989, he was elected to the Board of
Directors and as Executive Vice President of the Company. From
November 1986 through December 1988, Mr. Moede served as Vice
President and Treasurer of ICN Pharmaceuticals, Inc., a company
primarily engaged in the manufacturing and sales of
pharmaceutical products. From February 1986 through
October 1986, he was Vice President and Treasurer of Castle &
Cooke, Inc., a company primarily engaged in the food, real estate
and transportation businesses. From June 1984 through
January 1986, he was Vice President and Treasurer of Revlon,
Inc., a company primarily engaged in the manufacture and sale of
health and personal care products.
Donald C. Hannah. Mr. Hannah currently serves as Chairman
and Chief Executive Officer of U.S. Properties, Inc., a real
estate acquisition and marketing company. Mr. Hannah has been
Chairman of the Board of Hannah Marine Corp. of Lemont, Illinois,
a marine transport company, since 1956. He serves on the Board
of Managers for American Bureau of Shipping, a classification
society in the marine industry and as a director of the Marine
Resources Foundation. He is also a Director of Franchise Finance
Corporation of America, a real estate investment trust company,
which is a publicly held company, and is a Director of Samoth
Capital Corporation, a merchant bank which is also a publicly
held company.
George E. R. Kinnear II. Mr. Kinnear has been Chairman of
the Board and Chief Executive Officer of Energy Point, a gasoline
servicing company, since July 1, 1992. He also has served as a
senior consultant to Enox Corp., a high tech ignition systems
company, since February 1994. He was Chairman of the Board of
The Retired Officers Association, a service company for retired
military officers, from October 1992 to October 1994. Prior to
that time he served briefly as Vice Chairman and Chief Executive
Officer of New England Digital, a computer company, from February
1992 to June 1992. Mr. Kinnear was Executive Vice President and
Interim President from November 1988 to January 1992 of the
University of New Hampshire. Before that he was Senior Vice
President and Vice President of Grumman Corp., an aerospace
company, from October 1982 to October 1988. He retired as an
Admiral from the U.S. Navy in September of 1982 after thirty-
seven years of service. Mr. Kinnear currently serves as a
Director of Compaq Computer, a publicly traded company, which
manufactures and markets computers. He also serves as a Director
of the Aerospace Corp., of the Naval Aviation Museum, and of the
U.S. Navy Memorial Foundation.
J. Ben Shapiro, Jr. Mr. Shapiro has been a partner at the
law firm of Shapiro Fussell Wedge Smotherman & Martin in Atlanta,
Georgia since its formation in October 1970. He currently serves
as a Trustee for Emory University.
C. Fredrik Groth. Mr. Groth has been Vice President-
Corporate Development since May 18, 1993. Mr. Groth joined the
Company in July of 1988 as Director of Corporate Development. In
1989, Mr. Groth was named Managing Director-Marketing and Sales
of the Company's Pemco Aeroplex subsidiary, and in 1990 he was
appointed Vice President-Marketing and Sales of Pemco Aeroplex.
Mr. Groth also serves as Vice President of the Company's Pemco
Air Services Systems, Inc. subsidiary, and as the General Manager
of this subsidiary's office in Copenhagen, Denmark.
The Company's Executive Officers are elected by the Board of
Directors at the first meeting after each annual meeting of
Shareholders, and hold office until the next such meeting of
Directors or their earlier resignation or removal.
Other than the executive employment agreements with the
Company's Executive Officers, there is no arrangement or
understanding between any such Director or Executive Officer and
any other person or persons pursuant to which he was or is to be
selected as a Director or Executive Officer nor is there any
family relationship between or among any of the Company's
Directors or Executive Officers. See "Executive Compensation -
Agreements with Executive Officers."
<TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the executive compensation of the Company's Chief Executive Officer,
Executive Vice President, and Vice President Corporate Development (the only executive officers serving
at the end of the last fiscal year) for each of the Company's last three fiscal years:
Name and
Principal Long Term
Position Year Annual Compensation Compensation
Other
Annual
Compensa
Bonus tion
Salary ($) ($) ($)(1) Awards
Securities
Underlying
Restricted Options/
Directors Stock SARs
Fees Award(s)($) (#)(2)(3)
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
Matthew L. Gold, 1994 $463,333 $150,000(4) $30,000 $150,000(5) 100,000
CEO 1993 440,000 200,000 23,000 0 200,000
1992 400,000 0 22,000 0 100,000
Walter M. Moede, 1994 $231,667 $125,000(6) $30,000 $ 25,000(7) 50,000
Executive Vice 1993 207,500 100,000 23,000 0 100,000
President 1992 195,000 0 21,500 0 50,000
C. Fredrik Groth, 1994 $113,600 $ 0 $ 0 $ 0 10,000
Vice President 1993 85,000 $ 22,000 0 0 6,000
Corporate 1992 75,000 6,000 0 0 5,000
Development
<FN>
<F1> (1) None of the named Executive Officers received perquisites or
other personal benefits the aggregate annual amount of which
was the lesser of either $50,000 or 10% of the total of
annual salary and bonus reported for such Executive
Officers.
<F2> (2) Options granted to Messrs. Gold and Moede for 1994 were
nonqualified stock options. Options shown here as granted
to Messrs. Gold and Moede in 1993 were approved by the
Compensation Committee in March of 1994 based on the
Company's performance in 1993. Of Mr. Gold's grant for
1993, options to purchase 64,000 shares were incentive stock
options/SARs and options to purchase 136,000 shares were
nonqualified stock options. Of Mr. Moede's grant for 1993,
options to purchase 64,000 shares were incentive stock
options/SARs and options to purchase 36,000 shares were
nonqualified stock options. Grants to Messrs. Gold and
Moede in 1992 represent grants of incentive stock options in
tandem with stock appreciation rights ("SARs").
<F3> (3) All of Mr. Groth's grants were for nonqualified stock
options.
<F4> (4) Of the reported cash bonus awarded to Mr. Gold in 1994,
$50,000 was paid in January 1995 and the remaining $100,000
vests as to one-eighth ($12,500) each quarter beginning
January 1, 1995, payable upon vesting.
<F5> (5) Mr. Gold's grant of 90,563 shares of restricted stock vests
as to one-eighth of the shares each quarter beginning
January 1, 1995. The value of the shares was $181,126 at
the end of the last fiscal year. The Company does not
expect to pay any dividends on any shares in the forthcoming
year.
<F6> (6) Of the reported cash bonus awarded to Mr. Moede in 1994,
$75,000 was paid in January 1995 and the remaining $50,000
vests as to one-eighth ($6,250) each quarter beginning
January 1, 1995, payable upon vesting.
<F7> (7) Mr. Moede's grant of 15,094 shares of restricted stock vests
as to one-eighth of the shares each quarter beginning
January 1, 1995. The value of the shares was $30,188 at the
end of the last fiscal year. The Company does not expect to
pay any dividends on any shares in the forthcoming year.
</FN>
</TABLE>
<TABLE>
Option/SAR Grants in Last Fiscal Year
The following table sets forth the information concerning individual grants of stock
options and appreciation rights during the last fiscal year to each of the named executive
officers:
Potential Realizable
Value at Assumed
Annual Rate of Stock
Price Appreciation
Individual Grants for Option Term
Number of Percent of
Securities Total
Underlying Options/SARs Exercise
Options/ Granted to or Base
Name SARs Employees in Price Expiration
Granted(#) Fiscal Year ($/Sh) Date 5%($) 10%($)
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
M.L. Gold 64,000(1)(2) 17.6%(3) $4.6250 03-11-99 $ 0 $ 26,102
136,000(1)(4) 37.6%(3) 4.6250 03-11-04 63,740 471,750
100,000(4) 40.5%(5) 1.6563 12-12-04 104,350 263,350
W. M. Moede 100,000(1)(6) 27.6%(3) $4.6250 03-11-04 $ 46,875 $346,875
50,000(4) 20.2%(5) 1.6563 12-12-04 52,175 131,675
C. F. Groth 6,000(7) 1.7%(3) $4.7500 12-14-03 $ 17,955 $ 45,315
10,000(7) 0.4%(5) 1.6563 12-12-04 10,435 26,335
<FN>
<F1> (1) Represents options previously reported as being granted in
1993 and shown in the Summary Compensation Table in 1993.
The options were approved by the Compensation Committee in
March of 1994 based on the Company's performance in 1993.
<F2> (2) Represents five-year incentive stock options in tandem with
SARs, all of which vested on or before January 1, 1995.
<F3> (3) The percent of total options granted in 1994 for 1993 is
based on total options granted for 1993.
<F4> (4) All of these options are nonqualified stock options and have
a ten-year term.
<F5> (5) The percent of total options granted is based on total
options granted for fiscal 1994.
<F6> (6) Options to purchase 64,000 shares represent ten-year
incentive stock options in tandem with SARs, all of which
vested on or before January 1, 1995. The remaining options
to purchase 36,000 shares represent nonqualified stock
options all of which vested upon grant and have a term of
ten years.
<F7> (7) Mr. Groth's options are nonqualified stock options, have a
term of ten years and vest as to one-fourth of the shares on
each anniversary of the date of grant.
</FN>
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year-End and
Fiscal Year End Option/SAR Values
The following table sets forth information concerning each exercise of stock options during the last
fiscal year by each of the named executive officers and the fiscal year end value of unexercised options:
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Shares Acquired Options/SARs at Options/SARs at Fiscal
Name on Exercise (#) Value Realized ($) Fiscal Year-End(#) Year-End($)
Exercisable/ Exercisable/
unexercisable unexercisable
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
M. L. Gold 0 $0 483,278/32,000(1) $ 283,598/0
W. M. Moede 0 0 214,111/32,000(2) 133,469/0
C. F. Groth 0 0 8,667/18,555(3) 9,209/8,172
<FN>
<F1> (1) Of Mr. Gold's options, exercisable options to purchase
236,000 shares represent nonqualified stock options, and the
remaining options are incentive stock options granted in
tandem with SARs.
<F2> (2) Of Mr. Moede's options, exercisable options to purchase
86,000 shares represent nonqualified stock options, and the
remaining options are incentive stock options granted in
tandem with SARs.
<F3> (3) All of Mr. Groth's options represent nonqualified stock
options.
</FN>
</TABLE>
Pension Plans
All of the Executive Officers named above are eligible
participants in the Pemco Aeroplex, Inc. Pension Plan (the
"Pension Plan"). The following table sets forth the annual
retirement benefits payable under the Pension Plan upon
retirement at age 65 based on an employee's assumed average
annual compensation for the five-year period preceding retirement
and assuming actual retirement on January 1, 1995. The Pension
Plan is a tax qualified defined benefit plan and is subject to
certain maximum benefit provisions. The retirement plan benefit
formula is equal to (a) plus (b):
(a) Earnings portion of formula
- 1% of the employee's final average compensation (the
five highest consecutive calendar years of compensation
out of the employee's last ten years of credited
service) not to exceed $150,000 for 1994 (which
reflects an annual adjustment by the Internal Revenue
Service for increases in cost-of-living) less $6,600,
- times the employee's years of credited service.
(b) $144 times the employee's years of credited service but
limited to a maximum of 35 years of service.
The compensation utilized for the Pension Plan formula
benefit includes base pay and does not consider bonuses.
<TABLE>
Remuneration Years of Service
15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$125,000 $19,920 $26,560 $33,200 $39,840 $46,480
150,000 23,670 31,560 39,450 47,340 55,230
175,000 23,670 31,560 39,450 47,340 55,230
200,000 23,670 31,560 39,450 47,340 55,230
225,000 23,670 31,560 39,450 47,340 55,230
250,000 23,670 31,560 39,450 47,340 55,230
300,000 23,670 31,560 39,450 47,340 55,230
400,000 23,670 31,560 39,450 47,340 55,230
450,000 23,670 31,560 39,450 47,340 55,230
500,000 23,670 31,560 39,450 47,340 55,230
</TABLE>
Assumes: 1. Remuneration is latest 5-year average annual salary.
2. Retirement is at age 65 or later.
3. No joint and survivor option elected.
To date, none of the Executive Officers have earned a
material level of vested benefits under the Pension Plan.
Certain amendments to the tax laws reduced the amount of
benefits available to some of the Executive Officers under the
Pension Plan in plan years beginning after December 1993. In
recognition of these changes, the Compensation Committee has
decided to adopt a supplemental pension plan for these Executive
Officers to compensate for the lost benefits under the Pension
Plan. It is expected that such a plan will be approved in 1995.
401(k) Plan
On November 2, 1990, the Board of Directors adopted a 401(k)
Savings Plan for employees of the Company and its subsidiaries
effective October 1, 1990 (the "401(k) Plan"), which is qualified
under Subsection 401(k) of the Internal Revenue Code. All
employees of the Company and its subsidiaries who (i) are not
covered by any collective bargaining agreement, (ii) have
attained age 21 and (iii) have completed one year of service, may
join the 401(k) Plan. The 401(k) Plan provides a method for
employees to choose between receiving all their compensation now
or deferring some pre-tax income by investing in the 401(k) Plan
until retirement. Deferred amounts representing up to 15% of
compensation per calendar year (not to exceed $9,240 in 1994) are
deposited into the Plan where they may earn income tax-free until
distribution. Although the 401(k) Plan allows for matching
contributions by the Company, none have been made as of the date
of this proxy statement. The 401(k) Plan currently is
administered by an Administrative Committee composed of three
employees of the Company who are not Executive Officers or
Directors of the Company. Directors who are not also employees
of the Company are not eligible to participate. Messrs. Gold and
Moede are participants in the 401(k) Plan and their amounts of
deferred compensation are included in the Summary Compensation
Table set forth above.
Performance Graph
Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder returns on
the Company's Common Stock with the cumulative total returns of
the Standard & Poor's 500 Stock Index, Standard & Poor's
Aerospace Stock Index and Standard and Poor's Airline Stock Index
as published by Value Line, Inc. While the Securities Exchange
Commission's proxy statement rules only require the Company to
provide a comparison to a broad equity market index (Standard &
Poor's 500) and a published industry line of business index
(Standard & Poor's Aerospace), the Company believes that, under
the circumstances, it would be helpful to provide shareholders
with a comparison to an index which reflects the business climate
in which many of the Company's customers operate (Standard &
Poor's Airlines). The Company's performance is heavily
influenced by the airline industry and the business environment
surrounding such industry. This covers the five year period from
January 1990 through December 1994 using the last trading day of
1989 as a basis for comparison.
COMPARATIVE FIVE YEAR TOTAL CUMULATIVE RETURNS
PRECISION STANDARD, S&P 500 INDEX,
S&P AEROSPACE INDEX, AND S&P AIRLINE INDEX
[GRAPH APPEARS HERE]
<TABLE>
Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
<S> <C> <C> <C> <C> <C> <C>
PCSN 100 38 18 36 138 61
S&P 500 100 93 118 123 132 133
S&P AEROSPACE 100 104 115 117 153 162
S&P AIRLINES 100 73 88 78 82 57
</TABLE>
The chart represents the total value of a $100 investment in each
security/market index on the last trading day of December, 1989.
All dividends are assumed to be reinvested.
Source: CompuServe Investment
Return Service
Compensation Committee Report
The Compensation Committee (the "Committee") of the Board of
Directors of Precision Standard, Inc. (the "Company") is composed
of outside directors who are not employees of the Company and who
qualify as disinterested persons for purposes of Rule 16b-3
adopted under the Securities Exchange Act of 1934. At the
direction of the Board of Directors, the Committee prepared the
following report on April 24, 1995 for inclusion in this Proxy
Statement to comply with the rules of the Securities and Exchange
Commission.
The Company's executive compensation program has been
designed to enable the Company to attract, motivate, and retain
key senior management by providing a fully competitive total
compensation package based on performance. It is intended to
reward the key executive for long-term strategic planning and
management, enhancement of shareholder value and improving
Company performance compared to performance levels of comparable
companies in the industry. Of equal importance, it is designed
to attract and retain those key executives who are critical to
the long-term success and competitiveness of the Company.
The key components of the executive compensation program
are: (1) salary, which is based on the individual officer's level
of responsibility and comparisons to the executive positions in
the Company, its subsidiaries and comparable companies in the
industry; (2) cash bonus awards, which are based on individual
performance and the performance of the Company for the year,
measured primarily, but not exclusively, in the profitability of
the Company; (3) stock options, which are intended to increase
the motivation for the Company to improve its financial position
and long-term success as measured by the Company's share price
and book value per share; and (4) employment agreements, which
are designed to provide long-term security to the key executive
in exchange for long-term commitments and agreements not to enter
into competition with the Company. The program is intended to
provide rewards to the key executives commensurate with the
benefits received by the shareholders.
Under this program, the Compensation Committee determined to
enter into long-term employment agreements with each of the
Company's three executive officers, Matthew L. Gold, Walter M.
Moede and C. Fredrik Groth, effective June 1, 1993 and amended
March 11, 1994. By those agreements, the Committee believes that
the officers have been provided with adequate security concerning
their employment and the terms of that employment so that the
Company is reasonably assured of retaining their services for the
foreseeable future. The Committee agreed to increased severance
payments in the event of a change of control equal to slightly
less than three times annual salary not only to provide such
security but also to ensure that none of the executive officers
are motivated to oppose a change of control that might enhance
shareholder value in order to retain his current employment.
By the employment agreements, Mr. Moede's base salary for
the period beginning June 1, 1993 was set at $220,000 and
Mr. Gold's at $440,000 for the same period. The Committee
reviewed the salaries on May 17, 1994 and determined based on the
Company's performance and the executive officers' contributions
thereto that Mr. Moede's annual base salary would be increased to
$240,000 and Mr. Gold's annual base salary would be increased to
$480,000, both effective June 1, 1994. In establishing the
increase for Mr. Gold, the Committee noted that, pursuant to his
employment agreement, the minimum increase in Mr. Gold's salary
would be 5% or $22,000. The actual increases approved by the
Committee were approximately 9% and reflected the Committee's
recognition of the executive officer's contribution to the marked
increase in the Company's sales revenues and pre-tax profit in
1993. Both officers' salaries will continue to be reviewed at
intervals of not less than twelve months, subject to the
provision in Mr. Gold's employment agreement that his salary will
increase by at least 5% each year on an annual basis for so long
as his employment agreement remains in place.
Considering the criteria outlined above, in December of
1994, the Committee granted bonuses of $300,000 and $150,000 to
Messrs. Gold and Moede, respectively, payable as (i) cash bonuses
($50,000 to Mr. Gold and $75,000 to Mr. Moede), (ii) unvested
cash bonuses, vesting quarterly over two years and payable upon
vesting ($100,000, vesting $12,500 per quarter beginning January
1, 1995, to Mr. Gold and $50,000, vesting $6,250 per quarter
beginning January 1, 1995, to Mr. Moede) and (iii) stock grants
also vesting quarterly over two years ($150,000 in stock, vesting
$18,750 per quarter beginning January 1, 1995, to Mr. Gold and
$25,000 in stock, vesting $3,125 per quarter beginning January 1,
1995, to Mr. Moede) with all stock valued at the date of grant.
The amounts of these bonuses gave special recognition to the
executive officers for their work in helping the Company to
increased revenues and record profits in 1993.
As a final component to the executive officers'
compensation, the Committee also determined to grant nonqualified
options to purchase 50,000 shares of the Company's Common Stock
to Mr. Moede and nonqualified options to purchase 100,000 shares
to Mr. Gold. The number of options granted to these officers is
generally consistent with prior years. The options were granted
at the market price on the date of grant so that their value to
the executive officers is dependent on an increase in the trading
price of the Company's common stock to the benefit of all
shareholders. These options were granted in December of 1994 and
are intended to provide additional motivation for the executive
officers to continue to build shareholder value.
The Compensation Committee continued to acknowledge in 1994
certain changes in the federal tax laws that took effect in 1993
to limit the benefits available to Messrs. Gold and Moede under
the Company's defined benefit pension plan. The Committee
affirmed its intention to adopt a supplemental pension plan to
offset the effect of the changes in the law and to provide
benefits to the executive officers that would have been available
under the Company's defined benefit plan but for the changes in
the tax laws. The Committee expects to approve such a plan in
the near future and, to the extent possible, to make the plan
retroactive to 1994.
Dated: April 24, 1995 ADM. WESLEY L. MCDONALD
DONALD C. HANNAH
ADM. GEORGE E.R. KINNEAR, II
Compensation of Directors
The Company currently has an arrangement whereby each
Director earns an annual retainer of $18,000, and $1,000 plus
expenses for attendance at each meeting of the Board of Directors
and related activities. The Directors also earn $500 plus
expenses in connection with attendance at each meeting of the
Audit Committee, the Executive Committee and the Compensation
Committee, excepting when a Committee meets in conjunction with a
full Board meeting. Directors who are employees of the Company
are eligible to receive stock options under either of the
Company's stock option plans. Outside Directors are eligible to
receive options under the Company's Nonqualified Stock Option
Plan (the "Nonqualified Plan") only.
Pursuant to the Nonqualified Plan, outside Directors receive
fully vested options on December 10 of each year. The number of
shares subject to options granted in any such year is equal to
one share of common stock for each two dollars of Director's base
compensation (annual retainer plus meeting fees for an assumed
minimum of four meetings or, currently, $22,000) paid to the
Director during the calendar year in which the option is granted.
In November 1990, the Board of Directors also adopted a
three-year retirement benefit for the Directors of the Company,
payable after they retire or otherwise terminate their service as
a Director of the Company. In December 1993, The Board of
Directors amended the retirement benefit. Directors retiring
from the Company after that date will be entitled to benefits as
follows:
<TABLE>
Under Five Five or More
Retirement Benefit Payable Years of Service Years of Service
<S> <C> <C>
- 1st Year $4,500 $9,000
- 2nd Year $3,000 $6,000
- 3rd Year $1,500 $3,000
</TABLE>
All current Directors, as well as one former Director,
Richard E. Young (who resigned as a Director effective December
31, 1992) are currently entitled to or are eligible for benefits
according to the benefits schedule in effect at the time of such
Director's retirement. For purposes of entitlement to the
benefits schedule shown above, Messrs. Gold, McDonald and Moede
have or are deemed to have five years of service. Upon
retirement, this benefit is paid to former Directors on a
quarterly basis for the three-year term of the benefit. The
Board of Directors has determined that Directors are asked to
retire from the Board at age 70-1/2 years.
Agreements with Executive Officers
In 1993, the Company entered into employment agreements with
each of the Executive Officers named in the Summary Compensation
Table. Each of these agreements includes payments to be received
upon the voluntary or involuntary termination of the Executive
Officer's employment. The terms and conditions of each of these
agreements is described below.
Pursuant to an agreement effective June 1, 1993 and amended
March 11, 1994, Mr. Gold is engaged as President, Chief Executive
Officer and Chairman of the Board for an initial term of five
years commencing June 1, 1993. On each June 1 following 1993,
the agreement is automatically extended for an additional year
unless the Company or Mr. Gold gives notice more than ninety days
before May 31 of such year.
The agreement provides for an initial annual base salary of
$440,000, with the base salary for subsequent years to be
determined by the Board of Directors on the basis of merit and
the Company's financial success and progress, provided that the
annual base salary in each year shall be at least 5% higher than
the previous year's annual base salary. Mr. Gold is also
entitled to bonuses as determined by the Board of Directors in
its sole discretion, and is entitled to vacation and other
employee benefits under the Company's employee benefit plans.
Under the agreement, Mr. Gold is entitled to various amounts
on the termination of his employment depending on the reasons for
such termination. Upon his death or disability Mr. Gold or his
designated beneficiary will be entitled to receive his then
annual base salary for the greater of two years or the remaining
term of the agreement together with any bonuses determined to be
due and payable by the Board of Directors. Upon Mr. Gold's
voluntary or involuntary termination, he is entitled to specified
severance amounts. Upon voluntary termination (i.e., resignation
by Mr. Gold other than as a result of a change of duties,
compensation or benefits following a change in control of the
Company), Mr. Gold will be entitled to continue to receive his
annual base salary plus the average annual bonus awarded to him
by the Board of Directors during the three preceding years (the
"Average Bonus") for a period of one year. Upon involuntary
termination (i.e. any termination other than voluntary
termination, termination by mutual agreement, or termination as a
result of death, disability or normal retirement), Mr. Gold will
be entitled to 2.99 times the sum of his then annual base salary
and the Average Bonus.
Pursuant to an agreement, effective June 1, 1993 and amended
March 11, 1994, Mr. Moede is engaged as Executive Vice President
and Chief Financial Officer of the Company for an initial term of
three years commencing June 1, 1993. On each June 1 following
1993, the agreement is automatically extended for an additional
year unless the Company or Mr. Moede gives notice more than
ninety days before May 31 of such year.
The agreement provides for an initial annual base salary of
$220,000, with the annual base salary for subsequent years to be
determined by the Board of Directors on the basis of merit and
the Company's financial success and progress, provided that the
annual base salary in any subsequent year shall not be less than
the initial base salary. Mr. Moede is also entitled to bonuses
as determined by the Board of Directors in its sole discretion
and is entitled to vacation and other employee benefits under the
Company's employee benefit plans.
Provisions of Mr. Moede's agreement regarding amounts
payable upon his death, disability or other termination of his
employment with the Company parallel those of Mr. Gold's
agreement described above.
Pursuant to an agreement effective June 1, 1993, Mr. Groth
is engaged as Vice President - Corporate Development for an
initial term of three years commencing June 1, 1993. The
agreement is automatically extended for additional one-year
periods unless the Company or Mr. Groth gives notice more than
ninety days before May 31, 1996 or May 31 of any subsequent year
for which the agreement has previously been extended.
The agreement with Mr. Groth provides for an initial annual
base salary of $100,000, with the annual base salary for
subsequent years to be determined by the Chief Executive Officer
of the Company and approved by the Board of Directors on the
basis of merit and the Company's financial success and progress,
provided that the annual base salary in any subsequent year of
the agreement shall not be less than the initial base salary.
Mr. Groth is entitled to bonuses as determined by the Chief
Executive Officer and approved by the Board of Directors on the
basis of merit and the Company's financial success and progress,
and is entitled to vacation and other employee benefits under the
Company's employee benefit plans.
Under the employment agreement, Mr. Groth is entitled to
various amounts on the termination of his employment depending on
the reasons for such termination. Upon termination by reason of
his death Mr. Groth's designated beneficiary or his estate will
be entitled to his annual base salary for the greater of two
years or the remaining term of the agreement, together with any
bonuses determined to be due and payable by the Company's Board
of Directors. Upon termination by reason of his disability
Mr. Groth will be entitled to his then annual base salary for the
greater of six months or the remaining term of the agreement
together with any bonuses which the Company's Chief Executive
Officer with the approval of the Board of Directors determines to
be due and payable to Mr. Groth. Upon Mr. Groth's voluntary
termination Mr. Groth is entitled to a lump sum payment of
$1,000. In the case of Mr. Groth's involuntary termination,
Mr. Groth will be entitled to one times his annual base salary.
Other than as described above, the Company has no
compensation plan or arrangement with any individual named in the
Summary Compensation Table above whereby the implementation of
such plan or arrangement results or would result from the
resignation, retirement or other termination of that individual's
employment with the Company or from a change in control of the
Company.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company's Consolidated Tire subsidiary previously leased
warehouse and office facilities from Monarch Properties, a sole
proprietorship owned by Matthew L. Gold, the Company's Chairman,
President and Chief Executive Officer. This lease was cancelled
in December 1990. Although the lease was not due to expire until
December 1992, Mr. Gold agreed to accept $147,000 to cancel the
remaining term, which amount represented 80% of the present value
of the remaining rental payments. The Company paid $26,840 of
this obligation in cash and reduced the amount of indebtedness of
Mr. Gold and Monarch Properties to the Company, as described
below. As additional consideration to the Company, Mr. Gold also
waived and released claims that he may have had against the
Company for certain expenses or advances paid by him on behalf of
the Company.
Prior to the surrender and exchange of the Consolidated Tire
warehouse lease discussed above, Mr. Gold and Monarch Properties
were indebted to the Company in the amount of $132,947 and
$167,037, respectively. These debts had been incurred as a
result of various advances made by the Company, and were
repayable in equal installments over five years beginning in
1990. After the application of the remaining $120,160 reduction
attributable to the surrender of the Consolidated Tire lease, the
total debt was reduced to $179,824. In November of 1991, Pemco
Engineers, Inc. completed the 1988 sale of its Stanton,
California facility to Monarch Properties by delivering the
September 26, 1988 deed to Monarch Properties in exchange for a
promise to pay $90,000. The $90,000 sales price was the same as
the purchase price paid by Pemco Engineers in 1988 shortly before
the September 26, 1988 deed to Monarch Properties. As a result
of this new obligation, the total indebtedness of Monarch
Properties and Mr. Gold to the Company and its subsidiaries
increased to $269,824 as of December 31, 1991. Monarch
Properties and Mr. Gold made a payment of $50,000 on this
indebtedness in 1992. The balance of the debt is due on or
before December 31, 1995.
J. Ben Shapiro, a Director of the Company, performed certain
legal services for the Company in 1994. The aggregate fees and
costs paid to Mr. Shapiro's law firm, Shapiro Fussell Wedge
Smotherman & Martin, in respect of such services during the year
ended December 31, 1994 was $3,260.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm of Coopers & Lybrand
audited the financial statements of the Company for the period
ended December 31, 1994. At the direction of the Board of
Directors, the ratification of the appointment of Coopers &
Lybrand for the calendar year ending December 31, 1995 is being
presented to the Shareholders for approval at the Meeting. It is
expected that a representative of Coopers & Lybrand will be
present at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND AS THE
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CALENDAR YEAR ENDING
DECEMBER 31, 1995.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
OTHER BUSINESS
As of the date of this Proxy Statement, management of the
Company was not aware of any other matter to be presented at the
meeting other than as set forth herein. However, if any other
matters are properly brought before the Meeting, the shares
represented by valid Proxies will be voted with respect to such
matters in accordance with the judgment of the persons voting
them. Directors are elected by a plurality of votes of the
shares represented in person or by proxy at the meeting and
entitled to vote. The proposal for the ratification of the
independent public accountants requires the affirmative vote of
the majority of the shares represented in person or by proxy at
the meeting and entitled to vote on the proposal. Only those
votes cast FOR the election of a director or the proposal for the
ratification of the independent public accountants will be
counted as affirmative votes. Abstentions and broker non-votes
will be counted for purposes of establishing a quorum and for
purposes of determining the number of votes required for an
affirmative vote, i.e., the number of votes representing the
majority of the shares represented at the meeting and entitled to
vote.
ANNUAL REPORT
The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 accompanies this Proxy Statement. The
audited financial statements of the Company are included in such
Form 10-K. Copies of the exhibits to that Form 10-K are
available from the Company upon written request of a Shareholder
and payment of the Company's out-of-pocket expenses.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN MAY 1996
Any proposal from a Shareholder intended to be presented at
the Company's Annual Meeting of Shareholders to be held in May
1996, must be received at the offices of the Company, 1943 N.
50th Street, Birmingham. Alabama 35212 no later than December 28,
1995, in order to be included in the Company's proxy statement
and proxy relating to that meeting.
WALTER M. MOEDE
SECRETARY
Denver, Colorado
April 27, 1995
PRECISION STANDARD, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Matthew L. Gold and
Walter M. Moede, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote as designated
below, all the shares of common stock of Precision Standard, Inc.
held of record by the undersigned on April 7, 1995, at the Annual
Meeting of Shareholders to be held on May 18, 1995 or any
adjournment thereof.
4. ELECTION OF DIRECTORS.
[ ] FOR all nominees listed below (except as marked to the
contrary)
[ ] WITHHOLD AUTHORITY to vote for all the nominees listed
below
Matthew L. Gold Walter M. Moede
Donald C. Hannah J. Ben Shapiro, Jr.
Admiral George E.R. Kinnear II
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN
INDIVIDUAL NOMINEE, CROSS OUT THAT NOMINEE'S NAME ABOVE.)
5. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS &
LYBRAND AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come
before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND
2. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO
MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Shareholders and Proxy Statement furnished
herewith.
Dated: , 1995
Signature(s) of Shareholder(s)
Signature(s) should agree with the
name(s) stenciled hereon. Executors,
administrators, trustees, guardians
and attorneys should indicate when
signing. Attorneys should submit
powers of attorney.
PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED
ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING OR TO SUBMIT A LATER DATED REVOCATION
OR AMENDMENT TO THIS PROXY ON ANY OF THE ISSUES SET FORTH ABOVE.
