<PAGE>
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
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
Micro-Lite Television
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
Grier G. Newlin, Esq.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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 transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
- ----------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
MICRO-LITE TELEVISION
9 Exchange Place
Suite 210
Salt Lake City, Utah 84111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 4, 1996
The Board of Directors of Micro-Lite Television, a Nevada corporation
(the "Company"), hereby gives notice that the 1996 Annual Meeting of
Stockholders of the Company will be held on September 4, 1996, at 10:30 a.m.,
Central Time, at the offices of the Company, 7870 College Street, Beaumont,
Texas 77707 for the following purposes:
1. To elect four persons to serve on the Company's Board of Directors.
2. To ratify the selection of the Board of Directors of Smith & Company,
Certified Public Accountants, 10 West 100 South, Suite # 700, Salt
Lake City, Utah 84101, as the Company's independent certified public
accountants for the fiscal year ending December 31, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
Stockholders of record at the close of business on July 16, 1996 are
entitled to notice of and to vote at the meeting. If you attend the meeting
you may vote in person if you wish, even though you have previously returned
your proxy. A copy of the Company's Proxy Statement and its Annual Report
for the year ended December 31, 1995 are enclosed herewith.
By Order of The Board of Directors
Mary E. Blake, Secretary
August 2, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS, AND RETURN IT IN
THE PRE-ADDRESSED ENVELOPE WHICH HAS BEEN PROVIDED. ANY STOCKHOLDER MAY REVOKE
HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY
SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN
PERSON.
<PAGE>
MICRO-LITE TELEVISION
9 Exchange Place
Suite 210
Salt Lake City, Utah 84111
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON SEPTEMBER 4, 1996
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders and Annual Report for the Year Ended December 31, 1995 are being
furnished in connection with the solicitation by the Board of Directors of
Micro-Lite Television, a Nevada corporation (the "Company"), of proxies for
use at the 1996 Annual Meeting of Stockholders (the "Annual Meeting") of the
Company to be held on September 4, 1996, at 10:30 a.m., Central Time, at the
office of the Company, 7870 College Street, Beaumont, Texas 77707, and at any
adjournments thereof. This Proxy Statement and the enclosed proxy are first
being sent to stockholders on or about August 8, 1996.
The close of business on July 16, 1996 has been selected as the record
date (the "Record Date") for determining the holders of outstanding shares of
the Company's common stock, par value $.001 per share (the "Common Stock"),
entitled to receive notice of and vote at the Annual Meeting. On the Record
Date, there were 6,004,836 shares of Common Stock outstanding and
approximately 660 holders of record. Holders of Common Stock are entitled to
one vote per share.
VOTING OF PROXIES
The presence in person or by properly executed proxy of the record
holders of a majority of the outstanding shares of Common Stock will
constitute a quorum at the Annual Meeting. Elections of directors will be
determined by a plurality vote of all shares present in person or by properly
executed proxy and voting at the Annual Meeting. The affirmative vote of the
record holders of a majority of the Common Stock present in person or by
proxy at the Annual Meeting and voting is required to ratify the selection of
the independent public accountants. Abstentions will have the same effect as
a withheld vote with respect to the election of directors and will have no
effect on the ratification of the selection of the independent public
accountants. Broker non-votes will have no effect on the votes with respect
to the election of directors or the ratification of the selection of the
independent certified public accountants.
Unless proxies have been previously revoked, all shares represented by
properly executed proxies will be voted at the Annual Meeting in accordance
with the directions given on such proxies. Any person giving a proxy has the
power to revoke it, in writing delivered to the Secretary of the Company at
the address given above, at any time prior to exercise. If no direction is
given, a properly executed proxy will be voted FOR the election of the four
persons named under "Election of Directors" and FOR the ratification of the
selection of Smith & Company, as the Company's independent certified public
accountants. The Board of Directors does not anticipate that any other
matters will be brought before the Annual Meeting. If, however, other
matters are properly presented, the persons named in the proxy will have
discretion, to the extent allowed by Nevada law, to vote in accordance with
their own judgment on such matters.
1
<PAGE>
ELECTION OF DIRECTORS
ITEM 1 -- ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Company's Board of Directors
consists of four members, each to hold office until the next annual meeting
or until his respective successor is elected and qualified. If any nominee
listed below should become unavailable for any reason, the proxy will be
voted for any substitute nominee or nominees who may be selected by
management prior to or at the Annual Meeting, or, if no substitute is
selected prior to or at the Annual Meeting, for a motion to reduce the
membership of the Board to the number of nominees available. Each nominee
with the exception of J. Christopher Spradley, III is currently a Director of
the Company.
NOMINEES FOR DIRECTOR:
Jon H. Marple
Mary E. Blake
Charles Bartell
J. Christopher Spradley, III
The only nominee for director for the Company that is not presently a
director for the Company is J. Christopher Spradley, III.
J. CHRISTOPHER SPRADLEY, III. Mr. Spradley has been the Chief Executive
Officer of Parker Capital Corporation, a merchant banking firm that
specializes in the broadcasting, cable and communications industries, located
in Houston, Texas, since June 1990. Parker Capital recently completed a
reverse acquisition and initial capitalization of Charter Communications,
which is now a reporting company under the Securities Act of 1934. In 1991,
Mr. Spradley organized, prepared the application and arranged for the
approval of Preferred Capital Corporation, as a Small Business Investment
Company under the United States Small Business Act of 1958. Preferred
Capital now operates as Heartland Wireless Systems, Inc. a company which is
traded on the NASDAQ National Market System. Mr. Spradley holds a Bachelor
of Business Administration from the University of Texas at Austin and a
Master of Business Administration from the Cox School of Business at Southern
Methodist University.
Certain information regarding the three nominees who are presently
directors of the Company is set forth below in the section entitled
"Management of the Company -- Directors and Executive Officers."
VOTE REQUIRED
The affirmative vote of the record holders of a plurality of the Common
Stock present in person or by proxy at the Annual Meeting and voting is
required to elect Directors. The enclosed proxy provides a means for
stockholders to vote for the election of all of the nominees, to withhold
authority to vote for one or more such nominees, or to withhold authority to
vote for all of such nominees. Abstentions with respect to the election of a
nominee for Director will have the same effect as a withheld vote and broker
non-votes will have no effect on the election of Directors.
It is the intention of the persons in the enclosed proxy to vote FOR the
election of the above-named nominees to serve as Directors of the Company.
The nominees, three of the four of whom currently serve
2
<PAGE>
as Directors, have consented to be named in this Proxy Statement and to
continue to serve if elected. Management does not contemplate or foresee that
any of the nominees will be unable or unwilling to serve or be otherwise
unavailable for election.
BOARD RECOMMENDATION
The Board of Directors recommends that stockholders vote FOR the
election of the nominees for Director set forth above.
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ITEM 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors has selected the firm of Smith & Company,
Certified Public Accountants, 10 West 100 South, Suite # 700, Salt Lake City,
Utah 84101 ("Smith & Company"), as the Company's independent certified public
accountants for the fiscal year ending December 31, 1996. Although the
selection of auditors does not require ratification, the Board has directed
that the appointment of Smith & Company be submitted to stockholders for
ratification because management believes this matter is of such significance
as to warrant stockholder participation. The Company expects representatives
of Smith & Company to be present at the Annual Meeting in person or by
telephone conference to respond to appropriate stockholder questions, and
they will be given the opportunity to address the stockholders, if they so
desire.
VOTE REQUIRED
The affirmative vote of the record holders of a majority of the Common
Stock present in person or by proxy at the Annual Meeting and voting is
required to ratify the selection of the independent certified public
accountants. Abstentions and broker non-votes will have no effect on such
vote.
BOARD RECOMMENDATION
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of Smith & Company as the Company's independent
certified public accountants for the fiscal year ending December 31, 1996.
3
<PAGE>
MANAGEMENT OF THE COMPANY
The directors and executive officers of the Company are as follows:
Name Age Position
---- --- --------
Jon H. Marple 56 Chairman of the Board
of Directors, President
Mary E. Blake 43 Treasurer, Secretary,
Vice-President, Director
Charles Bartell 72 Director
DIRECTORS AND EXECUTIVE OFFICERS
JON H. MARPLE. Mr. Marple has served as Chairman of the Board of
Directors and President of the Company since the merger of Marrco
Communications, Inc. into the Company in March, 1994. Prior to the merger
of Marrco Communications, Inc. into the Company in March, 1994, Mr.
Marple was the President and Chairman of Marrco Communications, Inc. and one
of its co-founders. Marrco Communications, Inc. was originally organized in
December, 1991. Mr. Marple is also President of 720 Wireless, Inc. a
communications consulting firm. Mr. Marple received his undergraduate degree
from Brigham Young University and his law degree from the University of
Washington. He served as a staff attorney at the Federal Communications
Commission from 1969 to 1971 and as a staff attorney of the U.S. Department
of Justice from 1971 to 1973. While not admitting to any wrong doing, Mr.
Marple consented to a permanent injunction issued by the Superior Court of
the State of California for Orange County, pursuant to an order issued
December 27, 1994 enjoining Mr. Marple and others, including the Company
from the sale of securities in violation of the California securities laws.
MARY E. BLAKE. Ms. Blake, wife of Jon H. Marple, has been a Director,
Treasurer, Secretary and Vice-President of the Company since the merger of
Marrco Communications, Inc. into the Company in March 1994. Prior to that
time Ms. Blake held the same positions with Marrco Communications, Inc. from
its inception in December, 1991. Ms. Blake attended Sam Houston State
University in Huntsville, Texas from 1971 to 1973 and the Business College of
Texas A&M University from 1973 to 1975. While not admitting to any wrong
doing, Ms. Blake consented to a permanent injunction issued by the
Superior Court of the State of California for Orange County, pursuant to
an order issued December 27, 1994 enjoining Ms. Blake and others, including
the Company from the sale of securities in violation of the California
securities laws.
DR. CHARLES BARTELL. Dr. Bartell has been a director of the Company
since March 1994 and was previously a director of Marrco Communications, Inc.
from its inception in December of 1991. A graduate of the University of
Kansas Medical School, prior to his retirement from his medical practice in
1985, Dr. Bartell was Chief of Surgery and Chief of Staff at Alondra
Community Hospital in Bell Flower, California. Dr. Bartell is a veteran of
the Korean War were he served as Lieutenant Commander and Regimental
Surgeon of the Fifth Marine Regiment. Since retiring from his medical
practice in 1985, Dr. Bartell has become active in commercial real estate,
operating brokerage offices in Newport Beach, California and Aspen, Colorado.
4
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
Pursuant to the Company's Article of Incorporation, the Company's Board
of Directors consists of three to twenty-five members, each to hold office
(subject to the Company's By-Laws) until the next annual meeting or until his
respective successor is elected and qualified. Pursuant to a resolution of
the Board of Directors, the number of Board members has been fixed at four.
In the case of a vacancy, a director will be appointed by a majority of the
remaining directors then in office to serve the remainder of the term left
vacant. Directors do not receive any fees for attending Board meetings.
Directors are entitled to receive reimbursement for traveling costs and other
out-of-pocket expenses incurred in attending Board meetings. During the
fiscal year ended December 31, 1995 ("fiscal 1995"), the Board of Directors
held three meetings. All incumbent directors attended all of those meetings.
Pursuant to the Company's Bylaws, officers of the Company hold office
until the first meeting of directors following the next annual meeting of
stockholders and until their successors are chosen and qualified. It is
anticipated that immediately following the Annual Meeting, the Board of
Directors elected at the Annual Meeting will hold the 1996 Annual Meeting of
the Board of Directors. At such meeting, it is anticipated that the current
officers of the Company will be re-elected to serve in the capacities set
forth above until the next Annual Meeting of the Board of Directors or until
their respective successors are duly elected and qualified.
Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons, the
Company believes that during fiscal 1995, all filing requirements applicable
to its officers and directors were complied with by such individuals.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth all compensation awarded to, earned by or
paid to each of the Company's executive officers (the "Named Officers") for
the Company's fiscal years as specified below:
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS
------------------- ------
NAME SECURITIES
AND OTHER RESTRICTED UNDERLYING ALL OTHER
PRINCIPAL ANNUAL STOCK OPTIONS COMPENSATION($)
POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARDS SARS(#) (4)
<S> <C> <C> <C> <C> <C> <C> <C>
JON H. MARPLE (1)
PRESIDENT 1995 $120,000 - 0 - - 0 - - 0 - - 0 - - 0 -
1994 $120,000 - 0 - - 0 - - 0 - - 0 - - 0 -
1993 - 0 - - 0 - - 0 - - 0 - - 0 - - 0 -
MARY E. BLAKE (2)
VICE PRESIDENT 1995 $45,000 - 0 - - 0 - - 0 - - 0 - - 0 -
1994 $45,000 - 0 - - 0 - - 0 - - 0 - - 0 -
1993 - 0 - - 0 - - 0 - - 0 - - 0 - - 0 -
</TABLE>
- -------------
(1) Jon H. Marple was appointed President in March 1994.
(2) Mary E. Blake was appointed Vice President in March 1994.
OPTION VALUES
The following table sets forth as of December 31, 1995, the number of
options and the value of unexercised options held by the Named Officers.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS MONEY OPTIONS AT
AT FISCAL YEAR-END FISCAL YEAR-END
-------------------------------------------
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABE UNEXERCISABE
- ---- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
JON H. MARPLE, 0 0 953,125/0 - 0 -/- 0 -
PRESIDENT
MARY E. BLAKE, VICE 0 0 953,125/0 - 0 -/- 0 -
PRESIDENT
</TABLE>
6
<PAGE>
EMPLOYMENT AGREEMENTS
The Company presently has no employment agreements with any employee.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has not established any compensation committee.
Therefore, the full board reviews and makes decisions regarding salaries,
compensation and benefits of executive officers and key employees of the
Company.
Compensation of the company's executive officers and key employees has
historically consisted of two components, base salary and annual bonuses.
Base compensation levels have been developed in order to attract and retain
executives and key employees based on their level of responsibility within
the Company. Generally, the Company has positioned salaries at median
compensation levels for comparable positions and responsibilities in the
market. Individual salaries may be higher or lower based on the
qualifications and experience of the individual as well as company
performance. Base salaries have been subject to periodic review. Annual
bonuses will be linked to executive pay with performance in areas key to the
Company's short term operating success. For the past three years no bonuses
have been granted.
For fiscal 1995, the compensation packages of the Company's president
Mr. Marple and Vice-President Ms. Blake were established at the beginning of
the year. Mr. Marple currently receives an annual salary of $120,000 and Ms.
Blake currently receives an annual salary of $45,000. Mr. Marple and Ms.
Blake are husband and wife.
Board of Directors:
Jon H. Marple
Mary E. Blake
Charles Bartell
7
<PAGE>
PERFORMANCE DATA
The Company's Common Stock became subject to the Securities Exchange Act
of 1934 (the "Exchange Act") in 1984 as a result of the issuance of shares of
Common Stock Pursuant to the initial public offering. The Company is not
listed on an exchange or the NASDAQ system and as a result there has not been
significant trading in the Common Stock and accordingly, information as to
market price per share is not available. During 1995 there was occasional
activity in the stock, with a trade occurring approximately once a month
during fiscal 1995. The last reported price during fiscal 1995 for the
stock was $.75 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the Company does not have a compensation committee.
The compensation of executive officers is determined by the Board of
Directors. Jon H. Marple, who is the President of the Company is also
Chairman of the Board of Directors and Mary E. Blake, who is the
Vice-President of the Company, is also a Director. None of the executive
officers of the Company serve as a director or member of the compensation
committee of any entity, one of whose executive officers serves as a director
of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company engaged in no transactions during 1995 with any director,
officer or employee of the Company.
COMPLIANCE WITH SECTION 16A ( OF THE EXCHANGE ACT)
No reports required by section 16A of the Exchange Act with respect to the
Company were delinquent during the year end of December 31, 1995.
8
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table set forth as of July 16, 1996 the number and
percentage of shares of Common Stock held by (i) each of the executive
officers and directors of the Company, (ii) all persons who are known by the
Company to be the beneficial owners of, or who otherwise exercise voting or
dispositive control over, five percent or more of the Company's outstanding
Common Stock and (iii) all of the Company's present executive officers and
directors as a group:
NAME AND ADDRESS COMMON STOCK PERCENTAGE OF
OF BENEFICIAL OWNER OWNED (1) OUTSTANDING
------------------- ------------ -----------
Jon H. Marple (2)
9 Exchange Place, Ste. 210
Salt Lake City, UT 84111 2,899,219 41.6%(3)
Mary H. Blake (4)
9 Exchange Place, Ste.210
Salt Lake City, UT 84111 2,899,219 41.6%(3)
Charles Bartell (5) 33,333 (6)
9 Exchange Place, Ste.210
Salt Lake City, UT 84111
- -------------------------------------------------------------------------------
(1) Except as otherwise indicated, the persons named in the table has
sole voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them.
(2) Mr. Marple and Ms. Blake, who are husband and wife, own 1,946,094
shares as joint tenants with right of survivorship. Also includes 953,125
shares underlying outstanding options which are exercisable immediately at
$0.88 per share held by Mr. Marple but does not include 953,123 shares
underlying outstanding options held by Ms. Blake which are exercisable
immediately at $0.88 per share in which Mr. Marple disclaims any interest.
The amount also excludes 87,500 owned by the children of Mr. Marple in which
he disclaims any interest.
(3) Excluding the shares underlying the options held by Mr. Marple and
Ms. Blake, Mr. Marple, Ms. Blake and Mr. Marple's children beneficially own,
collectively, 32.4% of the issued and outstanding common stock of the Company.
(4) Ms. Blake and Mr. Marple own 1,946,094 shares as joint tenants with
right of survivorship. Also includes 953,125 shares underlying outstanding
options held by Ms. Blake which are exercisable immediately at a price of
$0.88 per share but does not include 953,125 shares underlying outstanding
options held by Mr. Marple which are exercisable immediately at $0.88 share
in which Ms. Blake disclaims any interest.
(5) Includes 33,333 shares owned by the son of Charles Bartell.
(6) Less than one percent (1%).
9
<PAGE>
OTHER MATTERS
The Board of Directors is not currently aware of any other matters to be
transacted at the Annual Meeting. However, if any other matter should
properly come before the Annual Meeting or any adjournment thereof, the
persons named in the accompanying proxy intend to vote on such matters as
they, in their discretion, may determine, subject, in any event, to the
requirements of Nevada Law.
The Company will bear all costs of soliciting proxies in the
accompanying form. Solicitation will be made by mail, and officers of the
Company may also solicit proxies by telephone or personal interview, In
addition, the Company expects to request persons who hold shares in their
names for others to forward copies of this proxy soliciting material to them
and to request authority to execute proxies in the accompanying form, and the
Company will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.
FINANCIAL STATEMENTS
The Company's audited consolidated financial statements for the fiscal
year ended December 31, 1995 and certain other related financial and business
information of the Company is contained in the 1995 Annual Report to
Stockholders on SEC Form 10-K mailed with this Proxy Statement.
STOCKHOLDERS' PROPOSALS
Any proposal which an eligible stockholder wishes to include in the
proxy statement for the 1997 Annual Meeting of Stockholders must be received
by the Company at its principal executive offices at 9 Exchange Place, Suite
210, Salt Lake City, Utah 84111, not later than January 31, 1997.
By Order of the Board of Directors
Mary E. Blake, Secretary
Dated: August 2, 1996
10
<PAGE>
PROXY SOLICITED FOR
ANNUAL MEETING OF SHAREHOLDERS OF
MICRO-LITE TELEVISION
TO BE HELD SEPTEMBER 4, 1996
The undersigned hereby appoints Jon H. Marple and Mary E. Blake, and
each of them, with full power of substitution, proxies to represent and vote,
as indicated below, all of the shares of Common Stock of Micro-Lite
Television ("Micro-Lite") that the undersigned would be entitled to vote at
the Annual Meeting of Shareholders to be held September 4, 1996, and at any
adjournment, upon the matters described in the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement, receipt of which is
acknowledged, and upon any other business that may properly come before the
meeting or any adjournment. Said proxies are directed to vote on the matters
described in the Notice of Annual Meeting of Shareholders and Proxy Statement
as follows, and otherwise in their discretion upon such other business as may
properly come before the meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS:
________ FOR ________ WITHHOLD AUTHORITY
Jon H. Marple Jon H. Marple
Mary E. Blake Mary E. Blake
Charles Bartell Charles Bartell
J. Christopher Spradley, III J. Christopher Spradley, III
2. SELECTION OF SMITH & COMPANY AS ACCOUNTANTS FOR 1996:
________ FOR ________ AGAINST
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED,
THE PROXY WILL BE VOTED "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR
DIRECTOR AND "FOR" THE SELECTION OF SMITH & COMPANY AS ACCOUNTANTS. THE
PROPOSALS.
DATED:_____________________________, 1996
____________________________________________________
____________________________________________________
Signature of Shareholder
Please sign exactly as your name or names appear
hereon. Where more than one owner is shown, each
should sign. Persons signing in a fiduciary or
representative capacity shall give full title. If
this proxy is submitted by a corporation, please
sign in full corporate name by authorized officer.
If a partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
