SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e) (2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CASMYN CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and
0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registrant
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
CASMYN CORP.
(A COLORADO CORPORATION)
1335 GREG STREET #104
SPARKS, NV 89431
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1997
To the Shareholders:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of Casmyn
Corp. ("Casmyn" or "the Company") will be held at the Company's offices
located at Suite 1800-1500 West Georgia Street, Vancouver, British Columbia,
Canada, on the 16th day of June, 1997, at 10:00 AM (local time) for the
following purposes:
1. The election of five (5) directors to hold office until the next annual
election of directors by shareholders or until their respective
successors shall have been duly elected and shall have qualified;
2. Approval of the 1997 Directors Stock Option Plan as adopted by the
Board of Directors on January 17, 1997;
3. Approval to increase the number of shares available for grant under the
1995 Incentive Stock Option Plan from 800,000 to 1,500,000;
4. Appointment of Deloitte & Touche LLP as auditors for the Company for the
fiscal year ending September 30, 1997; and
5. Transact such other business that may properly come before the meeting or
any adjournment(s) thereof.
The Board of Directors has fixed the close of business on May 5, 1997 as the
Record Date for the determination of shareholders entitled to notice of and to
vote at such meeting or any adjournment(s) thereof. Only shareholders of
record at the close of business on the Record Date are entitled to notice of
and to vote at such meeting. The stock transfer books will not be closed.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas C. Washburn, Secretary
By:__________________________________
Douglas C. Washburn, Secretary
Dated: May 14, 1997
<PAGE>
CASMYN CORP.
_________________________
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1997
_________________________
This Proxy Statement is furnished on behalf of Casmyn Corp. ("Casmyn" or
the "Company"), a Colorado corporation, for the 1997 Annual Meeting of
Shareholders to be held on June 16, 1997 at 10:00 am (local time) and any
adjournment(s) thereof at the time and place and for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders.
The executive offices of Casmyn are located at 1335 Greg Street #104, Sparks,
Nevada, 89431. Casmyn's mailing address is 1335 Greg Street #104, Sparks,
Nevada, 89431.
The Notice of Annual Meeting of Shareholders, this Proxy Statement, and
Casmyn's Annual Report to Shareholders, which includes Casmyn's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 are being
mailed to shareholders on or about May 14, 1997.
The Record Date for determination of shareholders entitled to vote at the
Annual Meeting was the close of business on May 5, 1997, (the "Record Date").
As of the close of business on the Record Date there were 12,842,674 issued
and outstanding shares of the common stock of Casmyn (the "common stock").
Each outstanding share of common stock entitles the holder to one vote on all
matters to be acted upon at the meeting. The presence, in person or by proxy,
of the holders of a majority of the issued and outstanding shares of common
stock entitled to vote at the meeting is necessary to constitute a quorum to
transact business. Assuming the presence of a quorum, the affirmative vote of
a plurality of the votes cast in the election of directors is required for the
election of directors and the affirmative vote of a majority of the shares
represented at the meeting is required to approve the other matters to be
voted upon. Abstentions and broker non-votes will be counted for purposes of
determining a quorum, but shall not be counted as voting for purposes of
determining whether a nominee has received the necessary number of votes for
election.
Shares represented by proxies will be voted for the election of each nominee
director named in this Proxy Statement, the approval of the 1997 Directors
Stock Option Plan, the increase in the number of shares available for grant
under the 1995 Incentive Stock Option Plan and the appointment of Deloitte &
Touche LLP. The proxy card or vote will be withheld in accordance with the
specifications made on the proxy card by the shareholder and, if no
specification is made, will be voted in favor of the election of such nominee
directors.
Whether or not you expect to be personally present at the meeting, you are
requested to mark, date, sign and return the enclosed proxy card. Any
shareholder giving a proxy in the form of the accompanying proxy card has the
right to revoke the proxy by presenting a duly executed proxy bearing a later
date, by attending the meeting and voting in person or by written notification
to the Secretary of Casmyn prior to the meeting.
In addition to proxy soliciting material mailed to the Shareholders, officers
and employees of Casmyn may communicate with Shareholders personally or
<PAGE>
by telephone, telegraph, telephone facsimile, electronic mail or mail to
solicit their proxy. Brokerage houses and other custodians, nominees and
fiduciaries will, in connection with shares of common stock registered in
their names, be requested to forward material to the beneficial owners of
such shares and to secure their voting instructions. The costs will be borne
by Casmyn.
ELECTION OF DIRECTORS
The Bylaws of Casmyn provide that the Board of Directors shall consist of not
less than two (2) nor more than eleven (11) members and that the number of
directors, within such limits, shall be determined by resolution of the Board
of Directors. The Board of Directors is currently comprised of five (5)
directors.
No circumstances are presently known that would render any nominees named
herein unable or unwilling to serve. Should any of them become unavailable for
nomination or election or refuse to be nominated or to accept election as a
director of Casmyn, then any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A Director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
The persons listed below are current members of the Board of Directors and
have been recommended by the Board of Directors to stand for reelection. All
of the current directors have agreed to stand for re-election as directors.
<TABLE>
<CAPTION>
OTHER POSITIONS WITH
NOMINEE AGE WITH THE COMPANY SERVICE AS DIRECTOR
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Amyn S. Dahya (3) 40 President & Chief Chairman and Director
Executive Officer since 1994
Hanif S. Dahya (1, 2, 3) 41 - Vice Chairman and
Director since 1995
Edmund de Rothschild 80 - Appointed to the
Board January 1997
Dr. Arthur B. Laffer (1,2) 56 - Appointed to the Board
January 1997
Sandro Kunzle (1,2,3) 42 - Director since 1994
</TABLE>
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of the Executive Committee
BOARD AND COMMITTEE MEETINGS
- ----------------------------
During the fiscal year ended September 30, 1996 there were 24 (including
actions by written consent) meetings of the Board in which a quorum of
directors participated. Some of the members were not present at all of
these meetings, but participated telephonically with other Board members.
relating to specific issues and resolutions before and after the meetings.
<PAGE>
During 1996, the Board was expanded from three to five members and an
executive committee comprised of three members of the Board was formed. The
executive committee presently consists of Mr. Amyn S. Dahya, Mr. Hanif S.
Dahya and Mr. Sandro Kunzle and met once from September 1996 to present with
all members present.
On March 17, 1997, the Board formed a Compensation Committee composed of
Messers. Laffer, Kunzle and Hanif Dahya. The Committee was formed to
determine the annual base salary of the Chief Executive Officer and other
senior executive officers and to develop compensation plans to provide the
Chief Executive Officer and other senior officers with competitive
compensation packages.
DIRECTOR COMPENSATION
- ---------------------
Directors not otherwise employed by the Company received no cash compensation,
but were awarded stock option rights. The Company reimburses directors for
costs and expenses relating to attending meetings.
DIRECTOR STOCK OPTION PLANS
- ---------------------------
During fiscal 1997, the Board of Directors adopted the 1997 Directors Stock
Option Plan, subject to approval of the shareholders. The following options
have been granted under this plan:
<TABLE>
<CAPTION>
DIRECTOR NUMBER OF SHARES OPTION PRICE
- --------------------------------------------------------
<S> <C> <C>
Hanif S. Dahya 100,000 $9.00
Edmund de Rothschild 75,000 $9.00
Arthur B. Laffer 100,000 $9.00
</TABLE>
All of the above options vest over three years beginning December 31, 1997.
<TABLE>
<CAPTION>
EXECUTIVE
NAME OFFICE AGE OFFICER SINCE
- ---------------------------------------------------------------
<S> <C> <C> <C>
Amyn S. Dahya President & Chief 40 1994
Executive Officer
Douglas C. Washburn Secretary/Treasurer 51 1994
Dennis E. Welling Controller 50 1995
</TABLE>
EXECUTIVE OFFICERS
The following section sets forth certain information concerning the executive
officers of the Company. Each executive officer serves at the discretion of the
Board of Directors subject to any employment contract.
BUSINESS EXPERIENCE
The following section summarizes the present occupation and prior business
experience during the past five years for each director and executive officer
of the Company.
AMYN S. DAHYA, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR.
Mr. Dahya has extensive international experience in project development,
engineering, joint ventures and finance. Mr. Dahya has served as the Chief
Executive officer and Chairman of the Board of Directors since founding
Casmyn in 1987. Prior to joining the Company, Mr. Dahya held senior positions
with the Davy McKee organization, one of the world's largest engineering
companies, where he was involved with the development of minerals and
environmental projects internationally. Mr. Dahya also serves on the Board of
Directors of Vector Environmental Technologies, Inc, an affiliated public
company. Mr. Dahya has been the recipient of several distinguished awards.
He holds a First Class Honors Degree in Chemical Engineering from Aston
University in Birmingham, U.K.
<PAGE>
HANIF S. DAHYA, DIRECTOR. Mr. Hanif Dahya, is a Partner of Sandler, O'Neil, a
Wall Street investment bank (from 1991 to present) and a graduate from Harvard
Business School (MBA) with an undergraduate degree (BSc) in Production
Engineering from Loughborough University, UK. He has built a distinguished
career on Wall Street and has held senior positions with investment banks
including E.F. Hutton, L.F. Rothschild Mortgage Corp. (CEO) and Union Bank of
Switzerland (Managing Director-UBS Securities). His experience includes
multi-million dollar financings and bond issues. Mr. Dahya provides strategic
direction with respect to financial planning and growth of the Casmyn Group of
Companies.
EDMUND DE ROTHSCHILD, DIRECTOR. Mr. Edmund de Rothschild brings
to Casmyn extensive merchant banking experience. He has built a
distinguished career in the international business community through his
directorship positions with N. M. Rothschild & Sons Limited, Rothschild
Continuation Holdings, Exbury Enterprises Ltd., among others. Mr. Rothschild
was Chairman of N.M. Rothschild & Sons between 1970 - 1975. Since 1993 he has
served as a director and/or advisor of various enterprises. He has also
served on numerous boards such as The Sun Alliance & London Insurance
Company, Dunhill Ltd., and Tokyo Pacific Holdings. Mr. de Rothschild has
been involved in many charities, including the Royal National Pension Fund
for Nurses, Council of Christians and Jews, ex-service charities and various
gardening charities. Exbury, his home, features a famous garden which is open
to the public and is a part of his Charitable Foundation. He has an Hon. LL.D
(University of Newfoundland), Hon. D.Sc (Salford), and Order of the Sacred
Treasure, 1st Class (Japan). Mr. de Rothschild brings to Casmyn extensive
expertise in the areas of corporate finance, business development and
strategic planning. On January 1, 1997, Mr. de Rothschild was honored with
the title of Commander of the Order of the British Empire (C.B.E.).
DR. ARTHUR B. LAFFER, DIRECTOR. Dr. Arthur Laffer is the Chairman of A. B.
Laffer, V. A. Canto & Associates, an economics research and financial
consulting firm which he founded. He is also active in the investment banking
firm of Cappello & Laffer Capital Corp. Dr. Laffer presently sits on the
Board of Directors of Nicholas Applegate Mutual Funds, US Filter Corp., MasTec
Inc. and Coinmach Corp. He has sat on the Board of Directors of the American
Council for Capital Formation, Pepperdine University. In addition, he has
taught at Pepperdine University, University of Southern California and
University of Chicago. Dr. Laffer was the Chief Economist at the White
House Office of Management and Budget from 1970 to 1972. He has also been a
consultant to the United States Secretaries of Treasury and Defense and a
member of President Reagan's Economic Policy Advisory Board. He was listed in
"A Dozen Who Shaped the '80's" in the Los Angeles Times, and in "A Gallery of
the Greatest People Who Influenced Daily Business" in the Wall Street
Journal. Dr. Laffer received a BA in Economics from Yale University and
an MBA and PhD in Economics from Stanford University. Dr. Laffer brings to
Casmyn a strong background in the areas of corporate finance, business
development and strategic planning.
SANDRO KUNZLE, DIRECTOR. Mr. Sandro Kunzle has over 23 years of international
banking and finance experience. During his career, Mr. Kunzle has held senior
positions with several Swiss banks. From 1985 to present Mr. Kunzle has been
with Witra, Inc. with whom he currently serves as Managing Director. Witra
Inc. is an investment firm based in Switzerland. His expertise in
international finance and venture capital adds significant experience to the
Company's international business development efforts. Mr. Kunzle is a
director of Vector Environmental Technologies, Inc.
<PAGE>
DOUGLAS C. WASHBURN, SECRETARY, TREASURER. Mr. Washburn holds
an MBA, CPA and currently serves as Corporate Secretary and Treasurer. He
brings 24 years of financial management experience to the Company. Prior to
joining the Company in 1993, he was a principal at Washburn Partners, a
financial consulting firm, from 1990 to 1993. Between 1980 and 1990,
he was Vice President and Controller of Armco Financial Corporation, a $1
billion multinational merchant bank and its successor Glenfed Financial
Corporation. Throught his background he brings to the Company expertise in
areas of international finance, planning, taxation, accounting and management
information systems.
DENNIS E. WELLING, CONTROLLER, ASSISTANT CORPORATE SECRETARY.
Mr. Welling, a CPA, currently serves as Controller. He has 24 years internal
and external audit and controlling experience. Prior to joining the Company in
1993, he served as Vice President and Controller of Glenfed Financial
Corporation from 1991 to 1993. Prior to that he held positions with Deloitte &
Touche and Armco Steel Corporation. He brings significant management
information experience in the mining, manufacturing and financial services
sectors.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
Vector Environmental Technologies, Inc.
- ---------------------------------------
Amyn Dahya, an officer, director and a principal shareholder of the Company is
also a director of Vector Environmental Technologies, Inc. ("VETI"). Sandro
Kunzle, a director of the Company is also a director of VETI. The Company owns
31.2% of the outstanding voting stock of VETI. The Company shares officers,
personnel and facilities with VETI and actual costs related to these
officers, personnel and facilities are shared on a pro-rata basis. The
Company provides research and development and technical staff to VETI and
bills VETI for these services at a rate which approximates cost recovery.
During the year ended September 30, 1996, the Company billed VETI $285,730 for
such services. At March 31, 1997, VETI owed the Company $2,957,996 for
research, technical and management services and working capital advances.
These advances bear interest at 9% per annum and are due within one year
from the date of the advance.
Casmyn Research and Engineering
- -------------------------------
Casmyn Research and Engineering ("CRE") a Canadian corporation is a wholly
owned subsidiary of Dahya Holdings Ltd. of which Amyn Dahya is an officer,
director and minority shareholder. During 1996 the Company paid CRE $74,456
for consulting services related to various Company programs and activities.
The Company believes that services are obtained from CRE at prices comparable
to those of other service providers in the market.
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------
The following information table sets forth certain information regarding the
Company's common stock owned on March 31, 1997 by (1) any person (including
any "group") who is known by the Company to own beneficially more than 5% of
its outstanding common stock, (2) each person named in the Summary
Compensation Table, and (3) all officers and directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OF COMMON PERCENT OF COMMON
OF BENEFICIAL OWNER STOCK OWNED STOCK OUTSTANDING**
- ------------------------------------------------------------------------
<S> <C> <C>
AMYN DAHYA
1335 Greg St. #104 2,649,000 (1) 19.6%
Sparks, NV. 89431
MONSOOR DAHYA
Kenya, Africa 1,032,694 (2) 8.0%
DAHYA HOLDINGS, INC.
1335 Greg St. #104 1,032,694 (2) 8.0%
Sparks, NV. 89431
HANIF DAHYA
5 Beechwood Road Nil --
Allendale, New Jersey
07401
SANDRO KUNZLE
Tenuta Aia Vecchia 25,000 (3) --
58029, Sassofortino
(GR) Italy
BISMILLAH CHILDREN'S
FOUNDATION LTD. 1,807,750 (4) 41%
1335 Greg St. #104
Sparks, NV. 89431
SOCIETE GENERALE
17 Cours Valny 2,980,402 (5) 21.6% (3)
La Defense
Cedex
Paris, France
EDMUND DE ROTHSCHILD
New Court, St. Swithin's Lane 8,116 --
London, EC4P, England 4DU
ARTHUR D. LAFFER
5405 Morehouse Dr., Suite 340 NIL --
San Diego, CA. 92121
ALL OFFICERS AND
DIRECTORS OF THE
COMPANY AS A GROUP
(8 PERSONS) 3,796,118 28.0%
</TABLE>
** Based upon 12,842,674 common shares outstanding at March 31, 1997.
<PAGE>
(1) At March 31, 1997, Mr. Amyn Dahya owned 1,982,000 common shares of the
Company. Also at March 31, 1997, Mr. Dahya had a total of 667,000
currently exercisable options to purchase common stock of the Company at
$7.00 per share. The total number of shares does not include shares held
by Dahya Holdings, Inc. ("DHL"), of which Mr. Amyn Dahya is an officer,
director and minority shareholder. Mr. Amyn Dahya disclaims
beneficial ownership of the shares held by DHL.
(2) At March 31, 1997, 1,032,694 common shares of the Company were owned
or controlled by DHL, of which Mr. Amyn Dahya is an officer, director
and minority shareholder. Mr. Mansoor Dahya, an uncle to Mr. Amyn
Dahya, owns 91% of the outstanding voting stock of DHL.
(3) Consists of currently exercisable stock options.
(4) Bismillah Children's Foundation Ltd. is a non-profit/charitable
foreign corporation of which Mr. Amyn Dahya is a Trustee and Director.
Bismillah is managed by a five (5) member Board of Trustees. Mr. Dahya
and his wife are two of the five Trustees. A majority vote is required
for the Board to take any action on behalf of the Foundation. Mr Dahya
disclaims beneficial ownership of these shares.
(5) Number of shares and percentage reflects 1,434,720 common shares held
at May 14, 1997 and 641,689 currently exercisable common stock
warrants. In addition, assumes the conversion at May 14, 1997, of the
$5,000,000 convertible debentures into 594,856 common shares and 83,467
shares of the Company's First Convertible Preferred Stock ("First
Preferred"). The 83,467 First Preferred shares are assumed to be
converted into 309,137 common shares. The actual number of common shares
issuable upon conversion will depend on, among other items the market
price of the common stock at the time of the conversion.
EXECUTIVE COMPENSATION
- ----------------------
In 1994, upon Mr. Dahya's acquisition of a controlling interest in the
Company, the organizational structure of the Company was reconstituted to
implement the development of mineral resources and environmental technologies.
Prior to 1995, there was no compensation paid to any of the officers or
directors. On April 14, 1995, the Company hired an entirely new management
team, all of whom had previously maintained consulting relationships with the
Company and/or are officers of VETI.
On March 17, 1997 the Board of Directors formed a compensation committee
composed of three members of the Board. Prior to that, the Company had no
compensation committee, or other board committee performing equivalent
functions. The Company's full Board of Directors participated in and approved
all deliberations concerning executive officer compensation.
The following is a Summary Compensation Table disclosing annual compensation
paid to the Chief Executive Officer of the Company. No other executive
officer received compensation in excess of $100,000 for the last fiscal year.
<PAGE>
Summary Compensation Table
--------------------------
(INCLUDES COMPENSATION PAID BY THE COMPANY)
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- --------------------------------------------------------------------------------
AWARDS PAYOUTS
Name and Fiscal Other Restricted Options/ LTIP All
Principal Year Annual Stock SAR's Payout Other
Position Ending Salary Bonus Comp Award(s) (1) $ Comp
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amyn Dahya, 1996 $150,000 $267,700 None 0 1,000,000 None None
President 1995 $150,000 None None 0 0 None None
and CEO 1994 $150,000 None None 0 0 None None
</TABLE>
(1) In October 1995, Mr. Dahya was granted an option to purchase 1,000,000
shares of the Company's Common Stock at an exercise price of $7.00 per
share for a period of 5 years, expiring on September 30, 2000. These
options vest over a two year period with one-third vesting at grant
date,and one-third on each of the anniversaries of the grant date. As of
March 31, 1997, none of these Options have been exercised.
No compensation is currently paid to non-employee directors.
All other executive officers of the Company received a
combined annual cash compensation of $87,525 for the fiscal year ended
September 30, 1996. In addition, the Company pays a portion of each
employee's health insurance premium.
There are no other employment contracts, proposed termination of employment or
change-in-control arrangements between the Company and any of its directors or
executive officers.
Option/SAR Grants In Last Fiscal Year
-------------------------------------
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Reates of Stock
Price Appreciation for
Individual Grants Option Term
- -------------------------------------------------------------------------------
No. Of % of Total
Securities Options/SAR's Exercise
underlying Granted to of Base Expira-
Name and Option/SAR's Employees Price tion
Position Granted in Fiscal Year ($/Share) Date 5% ($) 10% ($)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Amyn S. Dahya,
President and
CEO 1,000,000 100% $7.00 10/2002 $2,450,952 $5,765,241
</TABLE>
<PAGE>
No other benefits, salaries, bonuses, stock options, grants, SAR's or
compensation have been paid or given to executive officers during the last
fiscal year.
The following table lists the aggregated Option/SAR exercises during the
last fiscal year by directors and named executive officers of the Company and
the fiscal year end Option/SAR values of both the exercised and unexercised
Option/SAR Grants:
Aggregated Option/SAR Exercises In Last Fiscal Year And
Fiscal Year End Option/SAR Values
-------------------------------------------------------
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-The-Money options
Underlying Unexercised at Sept. 30, 1996
Shares Value optionsat Sept. 30, 1996 Exercisable/Unexer-
Name Acquired Realized Unexercisable/Unexercisable cisable ($000's)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Amyn S. Dahya 0 0 333,333/666,667 $1,833/$3,667
</TABLE>
STOCK OPTION PLANS
- ------------------
During 1995, the Company adopted an Incentive Stock Option Plan (ISOP) which
provides that a maximum of 800,000 options to purchase the Company's common
stock may be granted to officers and employees of the Company. Options
granted under the ISOP are intended to qualify as incentive stock options
under the Internal Revenue Code of 1986.
The ISOP is administered by the Compensation Committee of the Board of
Directors. The Committee determines which persons receive options, the number
of shares that may be purchased under each option, vesting provisions, option
terms and exercise price. Options granted under the ISOP are required to have
an exercise price equal to or greater than the market price of the Company's
common shares at the grant date. In the event an optionee voluntarily
terminates his relationship with the Company, he has the right to exercise his
accrued options within three months of such termination. However, the Company
may redeem any accrued options held by an optionee by paying the difference
between the option price and the then fair market value. If an optionee's
relationship is involuntarily terminated, other than because of death, he also
has the right to exercise the accrued options within thirty (30) days of such
termination. Upon death, his estate or heirs have one year to exercise his
accrued options.
Options granted under the ISOP are not transferable other than by will or by
the laws of descent and distribution. The ISOP provides that the number of
shares and the option price will be adjusted on a pro-rata basis for stock
splits and stock dividends.
Options must be granted within five (5) years from the effective date of the
ISOP. As of March 31, 1997, options to purchase up to 780,000 shares of common
stock were granted under the ISOP. All options granted under the ISOP are
valid for a term of five (5) years from the date of vesting and vest 25% per
year over a period of four years. All options granted to date under the ISOP
have a exercise price of $5.00 per share which represents the market price per
share on the date of grant.
<PAGE>
The Company also adopted a Non-Qualified Stock Option Plan (SOP), which grants
five year options to purchase a maximum of 250,000 shares of the Company's
common stock at a price of $0.04 per share to officers and key employees of
the Company. Options granted under the Plan are not-intended to qualify as
incentive stock options under the Internal Revenue Code as amended.
As of September 30, 1996, options to purchase up to 246,000 shares of common
stock were granted under the SOP. With the exception of 50,000 options
granted to a former officer, which vested 100% on the grant date, the options
vest to the optionee over a one (1) year period with 50% vesting at the grant
date and 50% on the first anniversary of the grant date. Options granted under
the SOP are compensatory in nature and has resulted in total compensation
expense of approximately $1,220,160, of which $855,600 was recorded as
compensation expense during 1995 and $364,560 was recorded as expense for the
year-ended September 30, 1996.
The SOP is administered by the Compensation Committee of the Board of
Directors which determines which persons receive options under the SOP, the
number of shares that may be purchased under each option, and the vesting
period. The term of all options is five (5) years and all options must be
granted within five (5) years from the effective date of the Plan.
Options granted under the Plan are not transferable other than by will or by
the laws of descent and distribution. The SOP provides that the
number of shares and the option price will be adjusted on a pro-rata basis for
stock splits and stock dividends.
During the year ended September 30, 1996, options to purchase 1,000,000 shares
of the Company's common stock at $7.00 per share were granted to the Company's
president. These options vest over a two year period with one-third vesting
at the grant date, and one-third on each of the anniversaries of the grant
date. These options expire five years from the date of vesting. In addition,
options to purchase 25,000 shares of the Company's common stock at $7.00 were
granted to a consultant to the Company; these options were exercised during
the year ended September 30, 1996. The option price for these grants was
equal to the market price at the date of the grants.
On January 18, 1997, the Board adopted the 1997 Directors Stock Option Plan.
See "Approval of the 1997 Directors Stock Option Plan".
The only other benefit plan offered at the present or during 1996 is a major
medical plan which is made available to all employees on a non-discriminatory
basis. The Company currently maintains no other stock option plans, no plan
which would termed a "Long-Term Incentive Plan" as defined in Item 402
(a)(6)(iii) of Regulation S-K, nor any benefit plan which would give rise to
"Long Term Compensation" as defined in Item 402(b)(iv) of Regulation S-K,
except as described above.
COMPENSATION COMMITEE INTERLOCKS AND INSIDER PARTICIPATION
- ----------------------------------------------------------
The Company had no compensation committee during the year ended September 30,
1996. Amyn S. Dahya, President & Chief Executive Officer participated in
deliberations of the board of directors concerning executive officer
compensation. Amyn S. Dahya also serves as President and Chief Executive
Officer and director of Vector Environmental Technologies, Inc., a company in
which he owns a 1.4% beneficial interest.
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- -------------------------------------------------------------
There was no compensation committee of the Board of Directors in place for the
fiscal year ended September 30, 1996. However the Board as a whole reviewed
the compensation of each executive officer and determined the compensation of
each such officer based upon that officer's overall contribution to the
Company's performance.
I. COMPENSATION POLICIES
The objectives of the Company's executive compensation policies are to provide
its executives with a competitive total compensation package and to link
compensation to the achievement of the long-term business objectives of the
Company and the enhancement of shareholder value. Subjective factors are also
considered in the evaluation of executive performance, such as leadership,
strategic vision and organizational development efforts that result in
strengthening efficiency, effectiveness and competitive advantage, which are
considered critical to the achievement of long-term strategic objectives and
success of the Company.
II. EXECUTIVE COMPENSATION COMPONENTS
BASE SALARY
The Board determines the annual base salary of the Chief Executive and other
executive officers based primarily upon competitve salary rates for similar
companies.
BONUS PAYMENTS
The Board determines bonus payments to the Chief Executive Officer and other
officers based upon attainment of individual performance in relation to an
employee's objectives for the year and team performance in attaining corporate
objectives.
STOCK OPTIONS
During 1995, the Company adopted an Incentive Stock Option Plan (ISOP) which
provides that a maximum of 800,000 options to purchase the Company's common
stock may be granted to officers and employees of the Company. Options
granted under the ISOP are intended to qualify as incentive stock options
under the Internal Revenue Code of 1986. See "Executive Compensation - Stock
Option Plans".
During the year ended September 30, 1996, options to purchase 1,000,000 shares
of the Company's common stock at $7.00 per share were granted to the Company's
president. These options vest over a two year period with one-third vesting
at the grant date, and one-third on each of the anniversaries of the grant
date. These options expire five years from the date of vesting.
<PAGE>
CASMYN COMMON STOCK PERFORMANCE GRAPH
- -------------------------------------
The following Performance Graph compares the two year cumulative return of
Casmyn Common Stock with that of the S&P 500 Index and the S&P Gold Index.
COMPARISON OF CUMMULATIVE TOTAL RETURN
ASSUMES $100 INVESTED ON SEPTEMBER 30, 1994
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
<TABLE>
<CAPTION>
9/94 12/94 3/95 6/95 9/95 12/95 3/96 6/96 9/96 12/96
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASMYN 100 81 69 67 69 136 167 153 136 98
S&P 500 100 101 111 120 129 135 143 147 154 165
S&P GOLD * 100 80 90 92 90 92 109 99 88 83
______________
</TABLE>
* Barrick Gold Corp., Battle Mountain Gold Company, Echo Bay Mines
Ltds.,Homestake, Newmont Mining, Placer Dome, Inc. and Santa Fe Pacific
Gold Corporation.
Each index assumes $100 invested on September 30, 1994 and is calculated
quarterly. Prior to March 1994, trading activity in Casmyn Common Stock was
nil.
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
- ---------------------------------------------------
Pursuant to the Bylaws of the Company, the Company has agreed to
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his/her position, if he/she acted in good
faith and in a manner he/she reasonably believed to be in the best interest of
the Company and, in certain cases, may advance expenses incurred in
defending any such proceeding. To the extent that the officer or director is
successful on the merits in any such proceeding as to which such person is to
be indemnified, the Company must indemnify him/her against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by Colorado law.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to officers, directors or persons
controlling the Company, pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Casmyn officers and directors, and persons who own
more than 10% of a registered class of Casmyn's equity securities, to file
reports of ownership and changes of ownership with the SEC. Officers and
directors and greater than 10% shareholders of Casmyn are required by SEC
regulations to furnish Casmyn with copies of all Section 16(a) forms they
file.
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year and certain written
representations, no person who was a director, officer, or beneficial owner of
more than 10% of the Company's common stock failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year.
<PAGE>
APPROVAL OF THE
1997 DIRECTORS STOCK OPTION PLAN
On January 18, 1997, the Board of Directors (the "Board") adopted the 1997
Directors Stock Option Plan ("1997 DSOP") which provides for a maximum of
350,000 options to purchase common stock of the Company. The material features
of the 1997 DSOP are discussed below.
GENERAL
The purpose of the 1997 DSOP is to provide an incentive for the directors of
the Company to advance the best interest of the Company. The availability and
offering of stock options under the Plan also supports the Company's ability
to attract and retain individuals of exceptional managerial talent upon whom,
in large measure, the sustained progress, growth and profitability of the
Company depends. Eligible individuals under the 1997 DSOP are limited to the
directors of the Company. Options granted under the Plan are not intended to
qualify as incentive stock options under the Internal Revenue Code of 1986 as
amended (the "Code").
The 1997 DSOP is administered by the Board. The Board determines which
persons receive options, the number of shares that may be purchased under
each option, vesting provisions, option terms and exercise price. The
date of grant of an option under the 1997 DSOP is, for all purposes, the
date on which the Board completes all actions constituting the grant of an
option to a Director. An option will be exercisable in such amounts and
at such intervals as the Board will provide in the option, provided that
the option has not expired on the date of exercise. The term of each option
is determined by the Board, provided that it may not exceed ten years from the
date of grant.
Each Option is evidenced by an Option Agreement that may contain any terms and
conditions that the Board deems necessary, desirable or appropriate, provided
that such terms and conditions are not inconsistent with the 1997 DSOP or
applicable law. Such other terms and conditions may include, without
limitation, relating an option to the achievement of specific goals or to the
continued service on the Board of the optionee for a specified period of time.
Options must be granted within five (5) years from the effective date of the
1997 DSOP. As of March 31, 1997, options to purchase up to 275,000 shares of
common stock were granted under the 1997 DSOP. All options granted under the
1997 DSOP are valid for a term of five (5) years from the date of vesting and
vest ratably over a period of four years. All options granted to date under
the 1997 DSOP have a exercise price of $9.00 per share which represents the
market price per share on the date of grant. The following options have been
granted under this plan:
<TABLE>
<CAPTION>
Number
Director of Shares Price
- ----------------------------------------------------
<S> <C> <C>
Hanif Dahya 100,000 $ 9.00
Edmund de Rothschild 75,000 $ 9.00
Arthur Laffer 100,000 $ 9.00
</TABLE>
All of the above options vest over three years beginning December 31, 1997.
Accordingly, no options are currently vested under the 1997 DSOP.
<PAGE>
Shares of common stock issuable upon the exercise of options granted under the
1997 DSOP may be either shares held in the Company's treasury or from
authorized but unissued shares. If any option or any part of such option,
expires, terminates, or is canceled or surrendered as to any shares, for any
reason without having been exercised in full, the shares allocable to the
unexercised portion of such option may again be subject to the grant of
options under the 1997 DSOP.
EXERCISE PRICE. The exercise price per share of an option is the price
determined by the Board on the date of the grant.
EXERCISE OF OPTIONS AND PAYMENT. Each option is exercisable in such
amounts, at such intervals and upon such terms as the Board determines in
its sole discretion upon granting such options; however, in no event shall an
option be exercisable more than ten years after the date of grant.
An option may be exercised by written notice to the Company. Such written
notice must be in accordance with the terms of such option, and accompanied by
payment of the full exercise price for the shares of the optionee chooses to
exercise. In addition, arrangements must be made that are satisfactory to the
Board for the optionee's payment to the Company of the amount that the
Committee determines to be necessary for the Company, or an affiliated
corporation of the Company, to withhold amounts in accordance with applicable
federal or state income tax withholding requirements. The payment of the
exercise price must be in cash or by certified or cashier's check, or wire
transfer or immediately available funds.
ADJUSTMENTS AND REORGANIZATION. To prevent dilution of the rights
of a holder of an option, in certain instances such as stock splits, stock
dividends or other recapitalizations or reorganizations of the Company, the
Compensation Committee shall make appropriate adjustments to the number of
shares reserved under the 1997 DSOP and the number of shares subject to
option and the exercise price of each outstanding option.
Generally, in the event of a dissolution or liquidation of the Company, a
material merger or consolidation of the Company in which the Company does not
survive, or a shareholder other than Amyn S. Dahya becoming the owner of 50%
or more of the total combined voting power of all classes of the Company's
stock, the Board may, at its election in order to retain the
value to the optionee, change the number and kind of shares of stock and
exercise price in a manner it deems appropriate or purchase the outstanding
options from each holder for the excess of the fair market value of the option
over its exercise price.
TRANSFERABILITY. No option is assignable or otherwise transferable, except by
will, or under the laws of the descent and distribution. Options may be
exercised solely by the optionee during his lifetime or after his death by the
personal representative of his estate or the persons entitled thereto under his
will or under the laws of descent and distribution.
TERMINATION OF 1997 DSOP. The 1997 DSOP will terminate on January 16, 2007,
the tenth anniversary of the date the Board approved the 1997 DSOP. All
unexercised Options expire after said date.
AMENDMENTS. The Board may amend, modify, suspend or terminate
the 1997 DSOP at any time. Subject to changes in the law or other legal
requirements, including any changes in the provisions of Rule 16b-3 that
would permit otherwise the 1997 DSOP may not be amended without the approval
<PAGE>
of the Shareholders to increase the aggregate number of shares of common stock
that may be issued under the 1997 DSOP (except adjustments to prevent
dilution, as discussed above), increase the maximum period during which
Options may be exercised or extend the effective period of the 1997 DSOP. No
amendment or termination of the 1997 DSOP may, without an optionee's consent,
alter or impair, other than as provided in the 1997 DSOP or the optionee's
Option Agreement, any of the rights or obligations under any Option previously
granted to such optionee under the 1997 DSOP.
FEDERAL INCOME TAX CONSEQUENCES. The federal tax information set
forth below is based upon present federal income tax laws and thus is subject
to change when laws change. Moreover, this summary of tax consequences
attempts to paraphrase only the general rules and is not intended to be
a complete description of all tax effects from participation in the 1997 DSOP.
GRANT OF OPTIONS. The grant of an option will not be a taxable event to the
recipient.
EXERCISE OF NONSTATUTORY STOCK OPTION. Options granted under the
1997 DSOP are considered to be "Nonstatutory Stock Options" for tax purposes.
Generally, upon the exercise of a Nonstatutory Stock Option, an optionee
will recognize ordinary income at the time of the exercise in the amount equal
to the excess of the fair market value of the shares of common stock
received over the exercise price paid to exercise the Nonstatutory Stock Option.
When common stock received upon exercise of a Nonstatutory Stock Option
subsequently is sold or exchanged in a taxable transaction, the seller of the
stock generally will recognize capital gain (or loss) in the amount by which
the amount realized exceed (or is less than) the fair market value of the
common stock that was included in income in connection with the exercise; the
character of such gain or loss as long-term or short-term capital gain or loss
will depend upon the holding period of the shares following exercise.
TAX CONSEQUENCES TO THE COMPANY. The Company will not be
entitled to a deduction for federal income tax purposes for the granting of any
option. The Company generally will be entitled to a deduction for federal
income tax purposes when an optionee exercises a Nonstatutory Stock Option, in
the same amount as the ordinary income realized by the optionee. All such
deductions are subject to the usual rules regarding the reasonableness of
compensation and certain limitations under Section 162 (m) of the Code.
INDIVIDUAL TAX CONSULTATION. In addition to the federal income tax
consequences described above, the acquisition, ownership or disposition of an
option or shares acquired upon the exercise of an option may have tax
consequences under various state or foreign laws that may be applicable to
certain options. Since these tax consequences, as well as the federal income
tax consequences described above, may vary from optionee to optionee depending
upon the particular facts and circumstances involved, each optionee should
consult such optionee's own tax advisor with respect to the federal income tax
consequences of the grant or exercise of an option, and also with respect to
any tax consequences under applicable state or foreign law.
RESTRICTIONS ON RESALE. Shares of common stock acquired upon exercise of
options may be sold in compliance with the registration requirements of the
Securities Act and applicable state securities laws. The Company intends to
file a registration statement with the Securities and Echange Commission on
Form S-8 under which it will register under the Securities Act of 1933 the
offer and sale of shares of common stock reserved under the 1997 DSOP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND
ADOPTION OF THE 1997 DIRECTORS STOCK OPTION PLAN.
<PAGE>
INCREASE IN NUMBER OF SHARES AVAILABLE FOR GRANT UNDER
THE 1995 INCENTIVE STOCK OPTION PLAN
On April 2, 1997, the Board of Directors voted to increase the number of
shares available to be granted to key officers and employees under the 1995
Incentive Stock Options Plan ("ISOP") to 1,500,000 shares. See "Executive
Compensation - Stock Option Plans".
The purpose of the ISOP is to provide an incentive for officers and key
employees of the Company to advance the best interest of the Company by
providing those persons who have a substantial responsibility for its
management and growth an opportunity to increase their proprietary interest in
the success of the Company, thereby encouraging them to remain employees.
Further, the availability and offering of stock options under the ISOP
supports and increases the Company's ability to attract and retain
individuals of exceptional managerial talent upon whom, in large measure,
the sustained progress, growth and profitability of the Company depends. The
ISOP provides for options to purchase up to 800,000 common shares of
which options to purchase 780,000 shares have been granted. Accordingly, in
order to continue to realize the objectives of the ISOP in the future,
additional shares are necessary to cover grants to new employees or
additional grants to existing employees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE APPROVAL AND ADOPTION OF AND INCREASE IN THE
NUMBER OF SHARES AVAILABLE UNDER THE 1995 INCENTIVE STOCK
OPTION PLAN
APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
Deloitte & Touche LLP have been the auditors for the Company since 1995. It
is anticipated that the overall responsibility for the direction of audit
activity will be changed from the Reno office of Deloitte & Touche LLP to the
Vancouver office, consistent with the relocation of the Company's
controllership function.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE APPROVAL APPOINTMENT OF DELOITTE & TOUCHE LLP AS
AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 1997.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as Casmyn's principal independent public
accountants during 1996 and will continue to serve as Casmyn's principal
independent accountants for the current year. Representatives of Deloitte &
Touche LLP are expected to be present at the 1997 Annual Meeting of
Shareholders, with the opportunity to make a statement if they desire to do
so, and are expected to be available to respond to appropriate questions.
<PAGE>
DATE OF RECEIPT FOR SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
Shareholders may present proper proposals for inclusion in Casmyn's proxy
statement for consideration at its Annual Meeting of Shareholders by
submitting proposals to Casmyn in a timely manner. In order to be included for
the 1998 Annual Meeting, shareholder proposals must be received by Casmyn no
later than March 26, 1998, and must otherwise comply with the requirements of
Rule 14a-8.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders of the Company for the fiscal year ended
September 30, 1996, including audited financial statements, is being mailed to
the shareholders concurrently herewith, but such report is not incorporated in
this Proxy and is not deemed to be a part of the proxy solicitation material.
OTHER MATTERS
The management of the Company does not know of any other matters which are to
be presented for action at the Meeting. Should any other matters come before
the Meeting or any adjournment thereof, the persons named in the enclosed
proxy will have the discretionary authority to vote all proxies received with
respect to such matters in accordance with their collective judgment.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission (exclusive of Exhibits), will be furnished
without charge to any person from whom the accompanying proxy is solicited
upon written request to Casymn Corp., 1335 Greg Street, Suite #104, Sparks,
Nevada, 89431 Attention: Douglas C. Washburn. If Exhibit copies are
requested, a copying charge of $.20 per page will be made.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas C. Washburn
By ______________________
Douglas C. Washburn
Secretary
May 14, 1997
Sparks, Nevada
<PAGE>
CASMYN CORP.
1335 GREG STREET #104
SPARKS, NV 89431
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Amyn S. Dahya and Dennis E. Welling or either
of them, proxies, each with the power of substitution, to vote on behalf of the
undersigned at the Annual Meeting of Shareholders of CASMYN CORP. at the
Company's offices located at Suite 1800-1500 West Georgia Street, Vancouver
British Columbia, Canada, on June 16, 1997, at 10:00 AM (local time), and
at any adjournment thereof, on the proposals set forth in the Notice of Meeting
dated May 14, 1997 as follows:
(Continued on reverse side)
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" THE
DIRECTORS AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
<TABLE>
<CAPTION>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING BLACK
OR BLUE INK CASMYN CORP.
PROXY
<S> <C> <C>
1. The election of five (5) directors to
hold office until the next annual election [ ] FOR ALL [ ] WITHHOLD
of directors by Shareholders or until their
respective successors shall have been duly [ ] EXCEPT
elected and shall have qualified.
Amyn S. Dahya Hanif S. Dahya
Edmund de Rothschild Dr.Arthur B. Laffer
Sandro Kunzle
IF YOU WISH TO WITHHOLD
AUTHORITY FOR ANY PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT"
BOX AND STRICK A LINE THROUGH
THE NOMINEE'S NAME.
2. Approval of the 1997 Directors Stock [ ] FOR [ ] AGAINST
Option Plan [ ] ABSTAIN
3 Approval to increase the number of [ ] FOR [ ] AGAINST
shares available for grant under the [ ] ABSTAIN
1995 Incentive Stock Option Plan from
800,000 to 1,500,000
4. Appointment of Deloitte & Touche [ ] FOR [ ] AGAINST
LLP as auditors for Casmyn Corp. for the [ ] ABSTAIN
fiscal year ending September 30, 1997.
IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
THIS PROXY, WHEN PROPERLY] Dated:____________, 1997
EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN Signature:_______________
BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY Signature,
WILL BE VOTED "FOR" PROPOSALS if held jointly:____________
1, 2, 3, and 4.
PLEASE MARK, SIGN, DATE AND RETURN SIGNATURE SHOULD AGREE
THIS PROXY CARD PROMPTLY WITH THE NAME ON STOCK
USING THE ENCLOSED ENVELOPE CERTIFICATE AS PRINTED
A PROMPT REPLY WILL HELP SAVE THERON. EXECUTORS,
THE EXPENSE OF FOLLOW-UP LETTERS TO ADMINISTRATORS,
SHAREHOLDERS WHO HAVE NOT TRUSTEES AND OTHER
RESPONDED. FIDUCIAARIES SHOULD
SO INDICATE WHEN SIGNING.
</TABLE>
