PRIME CAPITAL CORPORATION
O'Hare International Center
10275 West Higgins Road
Rosemont, Illinois 60018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 31, 1995
To the Stockholders of
PRIME CAPITAL CORPORATION:
The Annual Meeting of Stockholders (the "Annual Meeting") of Prime
Capital Corporation, a Delaware corporation (the "Company"), will be held
on August 31, 1995, at 11:00 o'clock a.m. (C.D.T.), at O'Hare International
Conference Center, 10275 West Higgins Road, Rosemont, Illinois 60018 for the
following purposes:
1. To elect a Board of Directors to serve for the ensuing year.
2. To consider and act upon a proposal to ratify the selection by the
Board of Directors of KPMG Peat Marwick LLP as auditors of the
Company for the current fiscal year.
3. To act upon any and all matters incident to any of the foregoing
and transact such other business as may properly be brought
before the meeting or any adjournments thereof.
Only stockholders of record at the close of business on July 17, 1995,
will be entitled to notice of, and to vote, at the Annual Meeting or any
adjournments thereof.
All stockholders of record on that date are entitled to be present and
to vote at the Annual Meeting and are cordially invited to attend the Annual
Meeting. If you plan to attend, you may obtain an admittance card by
completing the enclosed reservation form and returning it with your proxy.
Stockholders are urged, whether or not they plan to attend the Annual
Meeting, to mark, date and sign the enclosed proxy and return it promptly
in the accompanying envelope. If you attend the Annual Meeting and vote by
ballot at the Annual Meeting, you can revoke your proxy at that time and
your vote at the Annual Meeting will be counted.
By Order of the Board of Directors
Suzanne M. Jackson
Secretary
Rosemont, Illinois
July 18, 1995
<PAGE>
PRIME CAPITAL CORPORATION
O'Hare International Center
10275 West Higgins Road
Rosemont, IL 60018
PROXY STATEMENT FOR ANNUAL MEETING
August 31, 1995
INTRODUCTION
Solicitation, Voting and Revocation of Proxies
This Proxy Statement is furnished in connection with the solicitation
by, and on behalf of, the Board of Directors of Prime Capital Corporation
(the "Company") of proxies to be voted at the Annual Meeting of Stockholders
(the "Annual Meeting") of the Company on August 31, 1995, and at any
adjournment or adjournments thereof. This Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or about
July 21, 1995. The Annual Meeting is called for the purposes stated
in the accompanying Notice of Annual Meeting of Stockholders (the "Notice")
which are (i) elect a board of directors; and (ii) ratify the selection of
auditors. If a proxy is properly signed and is not revoked by the stockholder,
the shares represented thereby will be voted by the Proxy Committee in
accordance with the stockholder's directions. Stockholders are urged to
specify their choices by marking the appropriate boxes on the enclosed
proxy card. If no choice has been specified, the shares will be voted by
the Proxy Committee "FOR" the election of management's slate of directors
and the ratification of KPMG Peat Marwick LLP as auditors of the Company
for the current fiscal year. The Proxy Committee consists of
James A. Friedman, Leander W. Jennings, Marvin T. Keeling, William D.
Smithburg and Robert T. Youngquist. Proxy cards also confer upon the Proxy
Committee discretionary authority to vote the shares represented thereby on
any matter which is not known at this time but may be presented for action
at the meeting. The Company does not know of any other matters that will
be presented at the Annual Meeting. If any other matter comes before the
Annual Meeting, or any of its adjournments, however, the members
of the Proxy Committee will vote in accordance with their best judgement.
A proxy may be revoked at any time before it is exercised by voting
in person at the Annual Meeting or by a later proxy, or by written notice
of revocation bearing a later date which is delivered to the Secretary of
the Company at or prior to the Annual Meeting.
Cost and Manner of Solicitation
The Company will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and other custodians,
nominees, and fiduciaries for forwarding proxy materials to beneficial
owners of the Company's stock. Solicitations will be made primarily by
mail, but certain directors, officers or regular employees of the Company
may solicit proxies in person or by telephone or telegram without special
compensation.
<PAGE>
Available Reports; Incorporation by Reference
This Proxy Statement is accompanied by a copy of the Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1994. That
report includes financial statements for the year ended December 31, 1994
audited by KPMG Peat Marwick LLP, the Company's independent accountants. The
Annual Report to the Stockholders is furnished for information only and no
part thereof is incorporated by reference in this Proxy Statement.
UPON WRITTEN REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL PROVIDE,
WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB; WITHOUT
EXHIBITS, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17,
1995. THE EXHIBITS THERETO WILL BE AVAILABLE AT A CHARGE OF $.20 PER PAGE.
REQUESTS SHOULD BE ADDRESSED TO THE COMPANY IN CARE OF INVESTOR RELATIONS,
PRIME CAPITAL CORPORATION, O'HARE INTERNATIONAL CENTER, 10275 W. HIGGINS
ROAD, ROSEMONT, ILLINOIS 60018. ALSO AVAILABLE IS THE COMPANY'S FIRST QUARTER
REPORT ON FORM 10-QSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 8, 1995.
Voting Securities
The Board of Directors has fixed the close of business on July 17, 1995
as the record date for determining stockholders entitled to notice of, and
to vote at, the Annual Meeting. The voting securities issued and
outstanding on the record date consist of 4,280,165 shares of the Company's
Common Stock, $.05 par value ("Common Stock"), each share of which is
entitled to one vote.
ELECTION OF DIRECTORS
Voting for Directors
A Board of five Directors will be elected at the 1995 Annual Meeting.
All Directors are elected annually and hold office until the next annual
meeting of stockholders or until their successors have been elected and
qualified.
All five of the present Directors have been nominated by the Board for
re-election. The Board has no reason to anticipate that any nominee will
decline or be unable to serve. In the event that any nominee does decline
or is unable to serve, proxies may be voted for the election of a substitute
nominee or may be voted for a lesser number of Directors. In the absence
of instructions to the contrary, proxies will be voted for the election of
the Directors named below.
<PAGE>
The Board of Directors recommends a vote "FOR" the election of the
nominees for Directors. Certain information concerning the nominees is set
forth below.
Principal Occupation During Past Director
Name Five Years and Other Information Age Since
James A. President and Chief Executive Officer 50 1978
Friedman of the Company since November 1978;
Treasurer of the Company from August
1979 to September 1985. Officer and
Director of PLI.
Leander W. President of Jennings & Associates since 66 1986
Jennings September 1986; Managing Partner, Chicago
Office of KPMG Peat Marwick from
January 1977 to February 1985; Director
of A.O. Smith Corporation, Alberto Culver
Corporation, Fruit of the Loom, Teppco
Partners L.P., and Walker Corporation.
Marvin T. President and Chief Executive Officer 52 1978
Keeling of Great Lakes Telecommunications
Corporation. Director of PLI.
William D. Chairman of The Quaker Oats Company 57 1986
Smithburg since 1983 and Chief Executive Officer thereof
since 1981; Director of The Quaker Oats
Company, Abbott Laboratories, The Northern
Trust Corporation and Corning, Inc.
Robert R. Practicing Orthodontist and owner of 46 1978
Youngquist D.D.S. Robert R. Youngquist D.D.S., Ltd.
<PAGE>
The Board of Directors
The Company's business is managed under the direction of the Board of
Directors. During 1994, the Board of Directors held 2 regular meetings.
The standard Committees of the Board are the Executive Committee, the Audit
Committee, and the Compensation and Stock Option Committee. The Board does
not have a standing Nominating Committee. All Directors attended all
meetings of the Board of Directors and meetings held by all committees of
the Board on which the Director served during the period that the
Director served.
Committees of the Board of Directors
The Executive Committee exercises all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Company during the intervals between meetings of the Board, subject to the
restrictions set forth in the By-Laws. The members of the Executive
Committee are: James A. Friedman (Chairman), Leander W. Jennings and
William D. Smithburg. The Executive Committee did not meet separately
during 1994.
The Audit Committee has the general responsibility for establishing
and maintaining communications with the Company's internal and independent
accountants, reviewing the methods used and examinations made by the auditors
in connection with the Company's published financial statements
and reviewing with the auditors the Company's financial and operating
controls. The members of the Audit Committee are: Leander W. Jennings
(Chairman) and William D. Smithburg. The Audit Committee met one time
during 1994.
The Compensation and Stock Option Committee oversees the Company's
compensation and benefit policies and programs, including the administration
of the 1984 Incentive Stock Option Plan, the 1986 Non-Qualified Stock Option
Plan and the 1987 Stock Option Plan. The Committee also has general
responsibility for the Company's personnel and compensation matters.
The Committee consists of the following Directors of the Company: James A.
Friedman and Marvin T. Keeling. The Committee met 9 times during 1994.
Increase in Stock Option Shares
The Company, through the Board of Directors, administers a stock option
plan. See "Compensation Pursuant to Plans" on page 7. An aggregate of
300,000 shares of the Company's Common Stock was reserved for issuance
pursuant to the exercise of options under the 1987 Stock Option Plan (the
"1987 Plan"). The 1987 Plan originally received 200,000 shares from the
1984 Incentive Stock Option Plan and 15,000 from the 1986 Non-qualified Stock
Option Plan. On August 31, 1994, the aggregate number of shares available
for options under the 1987 plan was increased from 300,000 to 500,000 shares.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all the cash compensation paid or to be paid
by the Company or any of its subsidiaries, as well as certain other
compensation paid or accrued, during the fiscal years indicated,
to the President and Chief Executive Officer, and the three highest
paid executive officers of the Company whose compensation was at least
$100,000 for the last fiscal year in all capacities in which they served:
SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d) (e) (f) (g)
Other All
Name and Annual Options Other
Principal Salary Bonus Compensa- Compen
Position Year ($) ($) tion ($) sation($)
James A. 1994 357,000 3,625
Friedman, 1993 200,150 156,850
President and 1992 225,537 75,000
Chief Executive
Officer
W. Barry Tanner 1994
Senior Vice 1993 102,228 55,000 25,000
President 1992 198,494(1)
1. Includes severance payment of $37,500 and a loan of $34,000. See
"Certain Relationships and Related Transaction."
<PAGE>
Options Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e)
Number of % of Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Base Price
Granted (#) Employees in ($/Sh) Expiration Date
Fiscal Year
Charles G.
Schultz 50,000 52% $1.88 July 1, 2004
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
(a) (b) (c) (d) (e)
Name Shares Acquired Value Number of Securities Value of
on Exercise (#) Realized Underlying Unexercised Unexercised
($) Options/SARs at FY- In-the-Money
End (#) Options/SARs
at FY-End ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Charles Schultz 0/50,000 $0/0
David L. Daum 8,333/16,667 $0/0
Director's Compensation
Each Director of the Company who is not an Executive Officer receives
an annual retainer of $10,000 plus a fee of $500 for attendance at each
meeting of the Board. In addition, members of the Committees of the Board
who are not Executive Officers receive a fee of $300 for each Committee
meeting attended. Directors of the Company who are also Executive Officers
receive no compensation for rendering services as a Director except for
reimbursement of out-of-pocket expenses.
Compensation Pursuant to Plans
The Company has adopted the 1984 Incentive Stock Option Plan (the
"ISO Plan"), the 1986 Non-Qualified Stock Option Plan (the "Non-Qualified
Plan") and the 1987 Stock Option Plan (the "1987 Plan"). All descriptions
of the various plans are qualified in their entirety by reference to the
actual Plan documents which are available for examination.
The ISO Plan is administered by a committee of not less than two
Directors of the Board (the "Committee"). The Board must select the members
of the Committee from among those Directors who are ineligible to
participate in, and who have not within the year preceding appointment to
the Committee been eligible to participate in, the ISO Plan or any other
stock option plan of the Company. The ISO Plan empowered the Committee
to grant incentive stock options to "key employees" of the Company and its
subsidiaries to purchase shares of the Company's Common Stock at any time
prior to the approval of the 1987 Plan. Subject to certain limitations, the
ISO Plan empowered the Committee to determine the persons to whom options
were granted, the number of shares to be covered by each option, the option
price per share (which must have been at lease equal to 100% of the fair
market value of the Common Stock of the Company on the date the option is
granted) and all other terms and conditions of the option and its exercise.
Termination of an optionee's employment with the Company or its subsidiaries
results in the termination of all options held by such optionee which were
not exercisable at the time of such termination of employment. All options
granted under the ISO Plan are non-assignable and non-transferable other
than by will or the laws of descent or distribution.
The Non-Qualified Plan empowered the Board of Directors for a period
of 10 years commencing on March 26, 1986, to grant non-qualified stock
options to purchase shares of the Company's Common Stock to Directors of the
Company who are not Officers or employees of the Company or its subsidiaries
and to key employees who are not Directors of the Company. The Non-
Qualified Plan provided for the issuance of up to 25,000 shares of Common
Stock upon the exercise of options thereunder at any time prior to the
approval of the 1987 Plan. A Director participant could not be granted
options to purchase more than 7,500 shares of Common Stock under the Plan.
On March 26, 1986, the Board of Directors delegated the responsibility for
the administration of the Non-Qualified Plan to the Committee. Subject
to the provisions of the Non-Qualified Plan, the Committee determined the
persons to whom options are granted, the number of shares subject to each
option, the exercise price of each option and all other terms and
conditions of exercise. Pursuant to an amendment adopted on May 1, 1986,
options must have been granted at not less than 85% of the current fair
market value of the shares of Common Stock. Each option granted under the
Non-Qualified Plan was and is immediately exercisable in full. A portion
of the shares purchased upon exercise of an option granted under the
Non-Qualified Plan was and is immediately exercisable in full. A portion
of the shares purchased upon exercise of an option granted under the Non-
Qualified Plan may, however, be subject to repurchase by the Company at the
option price if the optionee ceases to be an employee or a Director, as the
case may be, of the Company within five years after the date of grant of the
option. Such repurchase option lapses pro rata over such period and lapses
entirely where certain transactions involving the Company have occurred.
Options are not transferable, except that options may be exercised by the
executor, administrator or personal representative of a deceased
optionee for a period of not longer than one year after the death of such
optionee at such time and to such extent that the optionee, had he lived,
would have been entitled to exercise such option.
The 1987 Plan was adopted by the Board of Directors on March 24, 1987
and was approved by the stockholders on May 27, 1987. An aggregate of
300,000 shares of the Company's Common Stock is reserved for issuance
pursuant to the exercise of options under the 1987 Plan. 200,000 of which
have been transferred from the ISO Plan and 15,000 of which have been
transferred from the Non-Qualified Plan.
The Board of Directors may grant options to purchase shares of the
Company's Common Stock at times and prices provided for in the agreements
granting the options, subject to the terms of the 1987 Plan, to key
employees (who are not Directors of the Company) and Directors (who are not
Officers or employees of the Company or its subsidiaries) of the Company or
its subsidiaries. Only key employees are eligible to receive incentive
stock options. Key employees and Directors are eligible to receive non-
qualified options. All options are subject to the specific terms and
conditions evidenced by written agreements between the Company and the
optionee. The maximum number of shares for which an option
may be granted to any one key employee (who is not a Director of the
Company) is not limited other than in the discretion of the Board. The
total number of shares of Common Stock subject to options granted
under the 1987 Plan to an optionee who is a Director shall not exceed 25,000.
An optionee may exercise options granted under the 1987 Plan for a
period of three months following, in the case of an optionee who is an
employee, termination of the optionee's employment (12 months if
termination of employment is due to total and permanent disability), or, in
the case of an optionee who is a non-employee Director, the time the
optionee ceases to be a Director of the Company (12 months if he ceases to be
a Director due to total and permanent disability) to the same extent that the
optionee might have exercised such option at the time of such termination
of employment or the time he ceased to be a Director, as the case may be.
The Company shall have the right to repurchase certain shares on
termination of employment or directorship. Options shall not be
transferable, except that options may be exercised by the executor,
administrator or personal representative of a deceased optionee
for a period of not longer than one year after the death of such optionee
at such time and to such extent that the optionee, had he lived, would have
been entitled to exercise such option.
The following information is provided in aggregate amounts for the named
individuals and groups.
Executive All Eligible
Officers Employees
As a Group(1) As a Group(2)
Options Granted During Fiscal 1994 50,000 94,500
Weighted Average Per Share Exercise Price: -- $0.85
Total Options Exercised
Net Value Realized in Shares (market value less
exercise price) or Cash: -- --
Shares Sold During Fiscal 1994: -- --
Options Outstanding at December 31,1994 75,000 356,162
___________
(1) (2 persons)
(2) (29 persons)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Current Ownership
The following table sets forth certain information as of December 31, 1994
with respect to the beneficial ownership of the Company's Common Stock by
each stockholder or group known by the Company to be the beneficial owner
of more than 5% of its outstanding Common Stock, by each Director,
and by all Executive Officers and Directors as a group. The information
is based, in part, on data furnished by such Executive Officers, Directors
and stockholders. The address of each holder of more than 5% of the
Company's Common Stock other than First Financial Fund, Inc. and Wellington
Management Company is O'Hare International Center, 10275 West Higgins Road,
Rosemont, Illinois 60018. The address for Wellington Management Company
is 75 State Street, Boston, Massachusetts 02109. First Financial Fund,
Inc.'s address is One Seaport Plaza, 25th Floor, New York, New York 10292.
<PAGE>
Name of Amount and Nature
Beneficial Owner of Beneficial Ownership Percent of Class
James A. Friedman (1) 2,198,375 48.9%
Leander W. Jennings (2) 27,100 *
Marvin T. Keeling (3) 542,125 12.1%
William D. Smithburg (2) (4) 29,000 *
Robert R. Youngquist, D.D.S. (5) 20,000 *
First Financial Fund, Inc. (6) 330,000 7.3%
All Executive Officers and Directors
as a group (5 persons) (2) 2,816,600 62.7%
*Less than 1%
(1) Includes 459,975.67 shares owned by a trust for the benefit of Mr.
Friedman's children for which Mr. Friedman disclaims beneficial
ownership.
(2) Includes outstanding options which are currently exercisable or will
become exercisable within 60 days with respect to the following named
individuals or groups: Messrs. Jennings, 25,000 shares; Smithburg,
25,000 shares; all Executive Officers and Directors as a group, 50,000
shares.
(3) Includes 22,000 shares owned by trusts for the benefit of Mr. Keeling's
children and 40,000 shares held in a family trust fund for which Mr.
Keeling disclaims beneficial ownership.
(4) Includes 2,000 shares owned by trusts for the benefit of Mr.
Smithburg's children for which Mr. Smithburg disclaims beneficial
ownership.
(5) Includes 15,000 shares held in a pension plan of which Dr. Youngquist
is a fiduciary and for which Dr. Youngquist disclaims beneficial
ownership.
(6) According to Schedules 13G filed with the Securities and Exchange
Commission on February 10, 1995, First Financial Fund, Inc., an
investment Company, is the beneficial owner of such shares,
and Wellington Management Company, its investment advisor, may also
be deemed to be a beneficial owner of those shares.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no family relationships among the Directors and Executive
Officers of the Company.
Prior to 1986, Mr. Friedman participated in various investor programs
in which he bought equipment from PLI, and PLI assigned to him leases by
various hospitals or other lessees. These transactions were effected in a
period during which Mr. Friedman was a Directors and Executive Officer
of the Company. The transactions were structured on substantially the same
terms as the Company's other investor programs, except the acquisition fees
paid by the Executive Officer of the Company were 50% of the usual fee.
Mr. Friedman did not purchase any new transactions in 1992, 1993 or 1994.
The following is a summary of all transactions entered into prior to fiscal
1986 involving Executive Officers and Directors which were in effect as of
December 31, 1994:
Number of Aggregate Aggregate
Investor Leases Equipment Cost Financial Income
James A. Friedman 2 $261,036 $56,717
In September 1991, James A. Friedman purchased one lease and the underlying
telecommunications equipment from the Company for a price of approximately
$350,000, made up of cash and an assumption of the debt secured by those
assets. The transaction was approved by the Company's outside directors
in accordance with the Company's policy of related party transactions.
The Company originally purchased the equipment for approximately $456,000
and entered into this lease in February, 1990. At the date of the sale to
Mr. Friedman, the assets were carried on the Company's books at
approximately $373,000. There was no income recognized by Mr. Friedman
on this lease in 1994.
During 1992, W. Barry Tanner received two advances from the Company
totalling $71,500. Upon Mr. Tanner's termination with the Company in August,
1993, one of the advances in the amount of $37,500 was forgiven and
recharacterized as a severance payment as part of Mr. Tanner's termination
arrangements with the Company. The additional $34,000 still remains
outstanding.
SELECTION OF INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR
ENDING DECEMBER 31, 1995
The Board of Directors has selected the firm of KPMG Peat Marwick LLP,
independent accountants, to audit the accounts of the Corporation for its
fiscal year ended December 31, 1995. The Corporation has been advised that
neither that firm nor any of its partners has any other relationship,
direct or indirect, with the Corporation or its subsidiaries.
It is expected that a representative of KPMG Peat Marwick LLP will be
present at the Annual Meeting with an opportunity to make a statement, if
he desires to do so, and available to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" the proposal and proxies
solicited by the Board of Directors will be so voted unless stockholders
specify on their proxy card a contrary choice.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the meeting and is not informed of any other business which others may bring
before the meeting. However, if any other matter should properly come before
the meeting or any adjournment thereof, it is the intention of the persons
named in the accompanying Proxy to vote on such matters as they, in their
discretion, may determine.
DEADLINE FOR SHAREHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting
must be received by the Company, in writing, no later than January 30, 1996,
in order to be considered for inclusion in the Proxy Statement and proxy
for the Company's 1995 Annual Meeting. Any such proposal should be sent
to the attention of the Secretary of the Company at O'Hare International
Center, 10275 West Higgins Road, Rosemont, IL 60018.
ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY CARD.
By Order of the Board of Directors
Suzanne M. Jackson
Secretary
Rosemont, Illinois
July 18, 1995
<PAGE>
1995 PROXY Prime Capital Corporation
Proxy for Annual Meeting of August 31, 1995
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints James A. Friedman, Leander W. Jennings,
Marvin T. Keeling, William D. Smithburg, and Robert R. Youngquist, each with
power to appoint his substitute, to represent and to vote all shares of
stock of Prime Capital Corporation which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Company to be held at O'Hare
International Center Auditorium, 10275 West Higgins Road, Rosemont, IL 60018
on Thursday, August 31, 1995 at 11:00 a.m. (C.D.T.) and any adjournments
thereof, as indicated on the reverse side of this card on the proposals
described in the proxy statement and all other matters properly coming before
the meeting.
A vote FOR Items 1 and 2 is recommended by the Board of Directors
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for all nominees
J.A. Friedman, L.W. Jennings, M.T. Keeling, W.D. Smithburg, R.R.
Youngquist
Instructions: To withhold authority to vote for any individual nominees,
write that nominee's name in the space provided.
2. FOR [ ] AGAINST [ ] ABSTAIN [ ] Ratification of Appointment
of Independent Auditors
IMPORTANT - This proxy must be signed and dated on the reverse side.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO
CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1, AND 2.
Dated ________________________1995
X____________________________
Signature
X____________________________
Signature
Please sign exactly as your name or names appear above. For joint accounts,
both owners should sign. When signing as executor, administrator, attorney,
trustee or guardian, etc., please give your full title. If a corporation,
please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
