Travel Ports of America, Inc.
3495 Winton Place, Building C
Rochester, New York 14623
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
October 27, 1998
The Annual Meeting of the Shareholders of Travel Ports of America, Inc., a New
York corporation, will be held at the Holiday Inn Rochester South/Holidome, 1111
Jefferson Road, Rochester, New York 14623, on Tuesday, October 27, 1998, at 9:00
a.m. (local time), for the purpose of considering and acting upon the following:
1. The election of directors;
2. The transaction of such other business as properly may come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on September 11, 1998 are
entitled to notice of and to vote at the meeting.
Shareholders are cordially invited to attend the Annual Meeting. However,
whether or not you plan to attend, you are urged to sign, date and return
promptly the enclosed proxy in the accompanying envelope.
By Order of the Board of Directors
William Burslem III
Secretary
September 30, 1998
TRAVEL PORTS OF AMERICA, INC.
3495 Winton Place, Building C
Rochester, New York 14623
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 27, 1998
This proxy statement is furnished to the shareholders of Travel Ports of
America, Inc. in connection with the solicitation of proxies for use at the
Annual Meeting of Shareholders to be held October 27, 1998, and at all
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.
Whether or not you expect to be personally present at the meeting, you are
requested to fill in, sign, date, and return the enclosed form of proxy. Any
person giving such proxy has the right to revoke it at any time before it is
voted. All shares represented by duly executed proxies in the accompanying form
will be voted unless they are revoked prior to the voting thereof.
The close of business on September 11, 1998 is the record date for the
determination of shareholders entitled to vote at the Annual Meeting of the
Shareholders. The stock transfer books will not be closed. As of August 6, 1998,
there were outstanding and entitled to be voted at such meeting 6,534,767 shares
of Common Stock. The holders of the Common Stock are entitled to one vote for
each share of Common Stock held on the record date.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended April 30, 1998, has been included with this proxy statement and the
accompanying proxy.
The solicitation of the accompanying proxy is made by the Board of
Directors of the Company. The solicitation will be by mail and the expense
thereof will be paid by the Company. In addition, solicitation of proxies may be
made by telephone or telegram by officers or regular employees of the Company.
ELECTION OF DIRECTORS
Nominees for Election as Directors
Seven directors of the Company are to be elected to hold office until the
next annual election and until their respective successors have been duly
elected and qualified. Certain information with respect to the nominees for
election of directors proposed by the Company is set forth below. Should any one
or more of the persons named be unable or unwilling to serve (which is not
expected), the proxies (except proxies marked to the contrary) will be voted for
such other person or persons as the Board of Directors of the Company may
recommend.
The Board of Directors recommends a Vote FOR the election of all nominees
for director.
Biographical Summaries of Nominees
Served as
Name, Principal Occupation Age Director Since
E. Philip Saunders, Chairman of The Board of Directors
of the Company and Chief Executive Officer 61 1979
John M. Holahan, President of the Company 58 1979
William Burslem III, Vice President, Secretary and
Treasurer of the Company 54 1991
Dante Gullace, Attorney-at-Law * 66 1979
William A. DeNight, Independent Business Consultant 64 1986
John H. Cline, Retired Vice President, Telephone Operations,
Frontier Corporation * 67 1997
Wm. Patrick Marchbanks, President of Marchbanks Truck
Service Inc. and Travel Plaza Network, Inc. 43 1997
* Member of the Audit Committee of the Board of Directors
Mr. Saunders has been Chairman of the Board of Directors and Chief
Executive Officer of the Company for more than five years.
Mr. Holahan has been President and Chief Operating Officer of the Company
for more than five years.
Mr. Burslem has been the Vice President, Finance; Secretary; and Chief
Financial Officer of the Company for more than five years. He has been Treasurer
since March 1996.
Mr. Gullace has been a member of the firm of Gullace & Weld, the Company's
counsel, for more than five years.
Mr. DeNight has acted as an independent business consultant, primarily in
the transportation industry, for more than five years.
Mr. Cline, a former Vice President of Telephone Operations, retired from
Frontier Corporation in 1992.
Mr. Marchbanks has been President of Marchbanks Truck Service, Inc., a
truck stop doing business as Bear Mountain Travel Stop in Bakersfield,
California, for more than five years. Since January 1995, Mr. Marchbanks has
also been President of Travel Plaza Network, Inc. which publishes a recreational
vehicle travel guide to America's finest travel plazas.
PRINCIPAL SHAREHOLDERS
Under the regulations of the Securities and Exchange Commission, persons who
have power to vote or dispose of shares of the Company, either alone or jointly
with others, are deemed to be beneficial owners of such shares.
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of August 6, 1998 by (i) each person known by the
Company to own, beneficially, more than 5% of its outstanding Common Stock, (ii)
each director of the Company other than the directors named under (i) below, and
(iii) all officers and directors of the Company as a group:
Number of Shares
Name (1) Beneficially Owned % of Class
(i) E. Philip Saunders 1,844,275(2) 28.22%
John M. Holahan 580,032(3) 8.87%
Phoenix Associates II 520,352 7.96%
(ii) Wm. Patrick Marchbanks 30,117 less than 1%
John H. Cline 686 less than 1%
William Burslem III 572(4) less than 1%
William A. DeNight 114 less than 1%
(iii) All Officers and Directors as a group,
including those named above
2,455,796(2,3,4) 37.57%
(1) Unless otherwise noted, the shareholders referred to above have sole voting
and investment power with respect to the Common Stock which they own.
(2) Does not include (a) 101,908 shares into which Convertible Debentures held
by Mr. Saunders may be converted or (b) 1,145 shares available if Mr. Saunders
exercises warrants that he holds.
(3) Does not include (a) options to purchase 493,992 shares, granted to Mr.
Holahan under the Company's Incentive Stock Option Plans, discussed below
or (b) 17,175 shares into which Convertible Debentures held by Mr. Holahan may
be converted.
(4) Does not include options to purchase 56,682 shares, granted to Mr. Burslem
under the Company's Incentive Stock Option Plans, discussed below.
CERTAIN BUSINESS RELATIONSHIPS
In March 1984, the Company entered into a 20-year sublease with Maybrook
Realty, Inc., a corporation owned by Mr. Saunders and another individual, for
its Maybrook, New York travel plaza. The lease expires in March 2004 and
provides for the Company to pay rent at the rate of $37,500 per month, plus all
utilities, taxes, and other charges and expenses related to the property. The
future minimum rental commitment for the non-cancelable lease amounts to
$262,500 during the balance of fiscal 1998/99, $450,000 in fiscal 1999/00,
$450,000 in fiscal 2000/01, and $1,312,500 for the remaining term of the lease.
The Company has three five-year-renewal options at monthly rentals of $41,250
(during the first renewal term), $45,375 (during the second renewal term), and
$49,912 (during the third renewal term). The Company also has an option to
purchase the travel plaza for $3,500,000 at the end of the original term or any
renewal term. On the basis of its experience with other truck stops, the Company
believes that the terms of this lease are at least as favorable as terms that
could have been obtained for a similar facility from a disinterested landlord in
arms' length negotiations.
On May 1, 1986, the Company purchased its Belmont, New York facility from
a corporation owned by Mr. Saunders and another individual. The facility was
purchased for $450,000 cash, with an additional agreement by the Company to pay
$150,000 more out of future earnings of the facility. During the year ended
April 30, 1998, the Company completed the payment of the additional price. On
the basis of its experience with other truck stops, the Company believes the
acquisition terms are at least as favorable as terms that could have been
obtained for a similar facility from a disinterested seller in arms' length
negotiations.
The Company still purchases petroleum products from Griffith Oil Co., Inc.
under the terms of the contract signed in January 1996. Mr. Saunders no longer
has any interest in Griffith Oil Co., Inc.
The Company retained Mr. Gullace's law firm as its general counsel in
fiscal year 1997/98 and continues to retain them in 1998/99.
Board of Directors and Committees
There were three meetings of the Board of Directors during the fiscal year
ended April 30, 1998. All directors attended each meeting. John H. Cline was
appointed to the Board of Directors at the October 1997 meeting. John F. Kendall
resigned from the Board of Directors effective April 30, 1998. Each non-employee
director is currently paid $1,000 plus his expenses for attendance at each Board
and committee meeting. The Board has only one committee, the Audit Committee.
Except as described below, all of the remaining functions of the Board are
performed by the full Board. All Directors filed the necessary forms with the
Securities and Exchange Commission on time.
The functions of the Audit Committee are to review the Company's reports
to the shareholders with management and the independent auditors to assure that
appropriate disclosure is made; to recommend the firm of independent auditors
for appointment to perform the annual audit; to review and approve the scope of
the independent auditors' work; to review the effectiveness of the Company's
internal controls; and related matters. The Committee met with the Company's
chief financial officer two times and met with the Company's independent
auditors once during the fiscal year ended April 30, 1998.
Executive Compensation
The following table sets forth information concerning the cash
compensation paid or accrued by the Company for the Chief Executive Officer and
each executive officer who received total compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual
Position Year Salary ($) Bonus($) Compensation ($)
- ------------------------------- ---- ------- ------- -------
E. Philip Saunders ............ 1998 None 91,576 123,800
CEO (1) ....................... 1997 None 79,830 123,800
1996 None 79,641 123,800
John M. Holahan ............... 1998 200,000 229,348 None
President and COO ............. 1997 200,000 167,528 None
1996 194,029 166,534 None
William Burslem III ........... 1998 112,246 51,355 None
Vice President, CFO, .......... 1997 108,404 47,000 None
Secretary and Treasurer ....... 1996 103,396 46,900 None
(1) See Report of the Board of Directors on Executive Compensation
During the year ended April 30, 1998, the Company instituted a
non-qualified deferred compensation plan that allows Mr. Holahan and Mr.
Burslem, along with five other management personnel, to defer a portion of their
compensation reported above. The plan also provides an employer match that
complements the Company's 401(k) Plan. Amounts accrued for the Company's
contributions for the deferred compensation plan at April 30, 1998 for executive
officers were $7,558,.18 for Mr. Holahan and $668.25 for Mr. Burslem.
There was no Long Term Compensation or Other Compensation of any kind paid
or accrued. The Option/SAR Grants in the last fiscal year are detailed in the
schedule below. There were no Aggregated Option/SAR Exercises in the last fiscal
year. There were no Long-term Incentive Plans - Awards in the last fiscal year.
The Company has no Pension Plan. There were no Ten-year Option/SAR Repricings in
the last fiscal year. There were no other New Plan Benefits in the last fiscal
Year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Individual Grants Value at Assumed
% of Total Annual Rates of
Options/SARs Stock Price
Options/SARs Granted to Employees Exercise Expiration
Name Granted in Fiscal Year Price Date 5% 10%
- ----- ------- ----------- ----- -------- -------- --------
E. Philip Saunders
None None None N/A N/A N/A
John M. Holahan
108,000 56% $2.55 06/26/07 $173,200 $438,900
John M. Holahan
54,000* 45% $3.35 10/28/07 $113,800 $288,300
William Burslem III
16,200 8% $2.55 06/26/07 $ 26,000 $ 65,800
William Burslem III
10,800* 9% $3.35 10/28/07 $ 22,800 $ 57,700
Options granted and exercise price have been adjusted for 8% stock
dividend issued April 10, 1998.
* Options vest at a rate of 25% a year beginning October 26, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND APRIL 30, 1998 OPTION/SAR VALUES
Value of
Num Unexercised
Unexercised In-the-Money
Shares Acquired Value Options/SARs Options/SARs
Name on Exercise Realized at April 30, 1998 at April 30, 1998
- ---------------- ------------- -------- ----------------- -----------------
E. Philip Saunders None N/A None N/A
John M. Holahan None N/A 493,992 $600,474
William Burslem II 16,430 $43,650 56,682 $77,053
Options granted and exercise price have been adjusted for 8% stock
dividend issued April 10, 1998.
Performance Chart (1)
The following chart compares the five-year cumulative total returns of
Travel Ports of America, Inc. (2) to the CRSP Index for NASDAQ Stock Market (US
Companies) and the CRSP Index for NASDAQ Trucking & Transportation Stocks.
Travel Ports of America, Inc. does not have a peer group that publishes
information that could be used for a comparison. The NASDAQ Trucking &
Transportation Stock was used for our peer comparison.
The Chart inserted in the Proxy Statement at this point reflects a graph
comparing Travel Ports of America, Inc. to the NASDAQ Stock Market (US
Companies) and NASDAQ Trucking & Transportation Stocks.
(1)Pursuant to Proxy Rules, this section of the Proxy Statement in not deemed
filed with the SEC and is not incorporated by reference to the Company's
Report on Form 10-K.
(2)Assumes the value of the investment in the Company's common stock and each
index was $100.00 on April 30, 1993 and that any dividends were reinvested.
Report of the Board of Directors on Executive Compensation
There is no Compensation Committee as the total Board acts on matters of
compensation. The Board reviews annually the compensation of the Officers. This
review takes into account the performance of the Company over the past year and
three year periods and a projection for future performance over the next three
years.
The CEO, Mr. Saunders, does not receive a salary from the Company. His
compensation is based upon a consulting agreement. This agreement provides a
monthly payment of $10,316.67 and a bonus based upon the earnings of the
Company. The bonus section of the agreement provides for an incentive of six
percent (6%) of the pretax profits of the Company (not including this management
incentive) on the first one (1) million dollars of such pretax profit and one
percent (1%) of such profit over one (1) million dollars. The agreement provides
for Mr. Saunders to perform services from time to time (approximately 50 hours
per month) as assigned to him by the Company or the Board of Directors. Such
services may include discussing and assisting in planning the overall operation
and direction of the Company's business and generally to assist the Company at
its request, to maintain and expand the Company's business, and to give general
business advice concerning the Company's business. The agreement has a term of
one year and is extended on a year-to-year basis unless terminated by either
party. The agreement can be terminated at any time by either party with ninety
(90) days written notice.
The following are members of the Board: E. Philip Saunders, John M.
Holahan, William Burslem III, Dante Gullace, William A. DeNight, John H. Cline
and Wm. Patrick Marchbanks.
Incentive Stock Option Plans
On July 7, 1986, the Company adopted the Incentive Stock Option Plan (the
"ISO Plan") applicable to officers and key employees of the Company. The ISO
Plan authorizes the issuance of options to purchase an aggregate of 180,000
shares of the Company's Common Stock. Options granted pursuant to the ISO Plan
are intended to constitute incentive stock options under the Internal Revenue
code of 1954, as amended. Under the ISO Plan, options may be granted at not less
than 100% (110% in the case of 10% shareholders) of the fair market value of the
Company's Common Stock on the date of grant, and the value of the options
exercised by any one employee may not exceed $100,000 per year, plus certain
carryovers from prior years. Options may not be granted more than ten years from
the ISO Plan date. Options granted under the ISO Plan must be exercised, if at
all, within ten years from the date of grant. The Shares of Common Stock
acquired through exercise of an option may not be sold for at least two years
from the date of the grant of the option, or one year after the transfer of the
shares to the optionee, which ever is later. Further, the optionee may not
transfer any option except by will or by the laws of descent and distribution.
Options granted under the ISO Plan must be exercised, if at all, within three
months after termination of employment for any reason other than death or
disability and within one year after termination of employment due to death or
disability. The Board of Directors of the Company has the power to impose
additional limitations, conditions and restrictions in connection with the grant
of any option.
As of August 6, 1998, options are outstanding as follows: Mr. Burslem --
16,526 shares; all executive officers as a group - 16,526 shares; and all other
employees as a group -- 98,238. During the fiscal year ended April 30, 1998, no
options were granted, 39,245 options were exercised and 2,000 options were
terminated. This Plan terminated on July 7, 1996. Options can be exercised or
terminated under this Plan but no further options can be granted. Additional
shares amounting to 8,592 were added to outstanding options as a result of the
8% stock dividend distributed on April 10, 1998.
On October 29, 1991, the Company adopted the 1991 Incentive Stock Option
Plan (the "1991 ISO Plan") applicable to officers and key employees of the
Company. The 1991 ISO Plan authorizes the issuance of options to purchase an
aggregate of 100,000 shares of the Company's Common Stock. Options granted
pursuant to the 1991 ISO Plan are intended to constitute incentive stock options
under the Internal Revenue code of 1986, as amended. Under the 1991 ISO Plan,
options may be granted at not less than 100% (110% in the case of 10%
shareholders) of the fair market value of the Company's Common Stock on the date
of grant, and the value of the options exercised by any one employee may not
exceed $100,000 per year, plus certain carryovers from prior years. Options may
not be granted more than ten years from the 1991 ISO Plan date. Options granted
under the 1991 ISO Plan must be exercised, if at all, within ten years from the
date of grant. The Shares of Common Stock acquired through exercise of an option
may not be sold for at least two years from the date of the grant of the option,
or one year after the transfer of the shares to the optionee, which ever is
later. Further, the optionee may not transfer any option except by will or by
the laws of descent and distribution. Options granted under the 1991 ISO Plan
must be exercised, if at all, within three months after termination of
employment for any reason other than death or disability and within one year
after termination of employment due to death or disability. The Board of
Directors of the Company has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
As of August 6, 1998, options are outstanding as follows: Mr. Burslem -
1,147 shares; all executive officers as a group - 1,147; and all other employees
as a group - 38,921. During the fiscal year ended April 30, 1998, no options
were granted, 22,260 options were exercised and no options were terminated.
Additional shares amounting to 2,968 were added to outstanding options as a
result of the 8% stock dividend distributed on April 28, 1998.
On October 26, 1993, the Company adopted the 1993 Incentive Stock Option
Plan (the "1993 ISO Plan") applicable to officers and key employees of the
Company. The 1993 ISO Plan authorizes the issuance of options to purchase an
aggregate of 200,000 shares of the Company's Common Stock. Options granted
pursuant to the 1993 ISO Plan are intended to constitute incentive stock options
under the Internal Revenue code of 1986, as amended. Under the 1993 ISO Plan,
options may be granted at not less than 100% (110% in the case of 10%
shareholders) of the fair market value of the Company's Common Stock on the date
of grant, and the value of the options exercised by any one employee may not
exceed $100,000 per year, plus certain carryovers from prior years. Options may
not be granted more than ten years from the 1993 ISO Plan date. Options granted
under the 1993 ISO Plan must be exercised, if at all, within ten years from the
date of grant. The Shares of Common Stock acquired through exercise of an option
may not be sold for at least two years from the date of the grant of the option,
or one year after the transfer of the shares to the optionee, which ever is
later. Further, the optionee may not transfer any option except by will or by
the laws of descent and distribution. Options granted under the 1993 ISO Plan
must be exercised, if at all, within three months after termination of
employment for any reason other than death or disability and within one year
after termination of employment due to death or disability. The Board of
Directors of the Company has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
As of August 6, 1998, options are outstanding as follows: Mr. Burslem --
6,285 shares, Mr. Holahan -- 114,480 shares; all executive officers as a group
- -- 120,765; and all other employees as a group - 86,039. During the fiscal year
ended April 30, 1998, no options were granted, 17,762 options were exercised and
no options were terminated. Additional shares amounting to 15,287 were added to
outstanding options as a result of the 8% stock dividend distributed on April
10, 1998.
On October 24, 1995, the Company adopted the 1995 Incentive Stock Option
Plan (the "1995 ISO Plan") applicable to officers and key employees of the
Company. The 1995 ISO Plan authorizes the issuance of options to purchase an
aggregate of 200,000 shares of the Company's Common Stock. Options granted
pursuant to the 1995 ISO Plan are intended to constitute incentive stock options
under the Internal Revenue code of 1986, as amended. Under the 1995 ISO Plan,
options may be granted at not less than 100% (110% in the case of 10%
shareholders) of the fair market value of the Company's Common Stock on the date
of grant, and the value of the options exercised by any one employee may not
exceed $100,000 per year, plus certain carryovers from prior years. Options may
not be granted more than ten years from the 1995 ISO Plan date. Options granted
under the 1995 ISO Plan must be exercised, if at all, within ten years from the
date of grant. The Shares of Common Stock acquired through exercise of an option
may not be sold for at least two years from the date of the grant of the option,
or one year after the transfer of the shares to the optionee, which ever is
later. Further, the optionee may not transfer any option except by will or by
the laws of descent and distribution. Options granted under the 1995 ISO Plan
must be exercised, if at all, within three months after termination of
employment for any reason other than death or disability and within one year
after termination of employment due to death or disability. The Board of
Directors of the Company has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
As of August 6, 1998, options are outstanding as follows: Mr. Holahan --
217,512 shares; all executive officers as a group -- 217,512; and all other
employees as a group -- 11,448. During the fiscal year ended April 30, 1998, no
options were granted, no options were exercised and no options were terminated.
Additional shares amounting to 16,960 were added to outstanding options as a
result of the 8% stock dividend distributed on April 10, 1998.
On October 22, 1996, the Company adopted the 1996 Incentive Stock Option
Plan (the "1996 ISO Plan") applicable to officers and key employees of the
Company. The 1996 ISO Plan authorizes the issuance of options to purchase an
aggregate of 500,000 shares of the Company's Common Stock. Options granted
pursuant to the 1996 ISO Plan are intended to constitute incentive stock options
under the Internal Revenue code of 1986, as amended. Under the 1996 ISO Plan,
options may be granted at not less than 100% (110% in the case of 10%
shareholders) of the fair market value of the Company's Common Stock on the date
of grant, and the value of the options exercised by any one employee may not
exceed $100,000 per year, plus certain carryovers from prior years. Options may
not be granted more than ten years from the 1996 ISO Plan date. Options granted
under the 1996 ISO Plan must be exercised, if at all, within ten years from the
date of grant. The Shares of Common Stock acquired through exercise of an option
may not be sold for at least two years from the date of the grant of the option,
or one year after the transfer of the shares to the optionee, which ever is
later. Further, the optionee may not transfer any option except by will or by
the laws of descent and distribution. Options granted under the 1996 ISO Plan
must be exercised, if at all, within three months after termination of
employment for any reason other than death or disability and within one year
after termination of employment due to death or disability. The Board of
Directors of the Company has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
As of August 6, 1998, options are outstanding as follows: Mr. Burslem -
32,724, Mr. Holahan -- 162,000 shares; all executive officers as a group --
194,724; and all other employees as a group - 156,222. During the fiscal year
ended April 30, 1998, 313,740 options were granted, no options were exercised
and no options were terminated. Additional shares amounting to 25,996 were added
to outstanding options as a result of the 8% stock dividend distributed on April
10, 1998.
401(k) Plan
The Company maintains a tax-qualified, defined contribution plan that
meets the requirements of Section 401(k) of the Internal Revenue Code (The
"401(k) Plan"). All employees with one (1) year or more of service may elect to
have a portion of their salaries contributed on their behalf to the 401(k) Plan.
Although any amounts contributed to the 401(k) Plan for the benefits of the
participants are immediately and unconditionally vested, such contributions are
not currently taxable income to the participants and are generally not available
to them until termination of employment. The amount ultimately received by a
participant or by a participant's beneficiary may be more or less than the
amount contributed by the participant to the 401(k) Plan, depending upon the
investment experience of the fund chosen by the participant, and the amount of
any Company contributions made on behalf of the participant. Amounts accrued for
the Company's contributions for the 401(k) Plan at April 30, 1998 for executive
officers were $3,467.66 for Mr. Holahan and $3,467.66 for Mr. Burslem.
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the accounting firm of
PricewaterhouseCoopers LLP to serve as independent accountants for the Company
for the fiscal year ending April 30, 1999. The firm has served as independent
accountants for the Company since 1986.
A representative of PricewaterhouseCoopers LLP will be present at the
meeting with the opportunity to make a statement, and will also be available to
respond to appropriate questions from shareholders.
OTHER MATTERS
The Board of Directors is not aware of any other matters that may properly
be presented for action at the meeting. If any other matters should come before
the meeting requiring the vote of shareholders, the person named in the enclosed
proxy will have discretionary authority to vote proxies in accordance with their
judgment.
ADDITIONAL INFORMATION
A copy of the Annual Report, Form 10-K, filed with the Securities and
Exchange Commission, may be obtained by writing the Company at its executive
offices, 3495 Winton Place, Building C, Rochester, New York 14623, Attention:
Secretary.
SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
Shareholder proposals intended to be presented at the 1999 Annual Meeting
must be submitted in writing to the Corporate Secretary of the Company at its
principal executive offices located at 3495 Winton Place, Building C, Rochester,
New York 14623 by May 18, 1999.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE APPRECIATED.
By order of the Board of Directors
William Burslem III
Secretary
Rochester, New York
September 30, 1998
