<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
ROTONICS MANUFACTURING INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ROTONICS MANUFACTURING INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(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 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:
----------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / 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:
----------------------------------------------------------
Notes:
<PAGE> 2
ROTONICS MANUFACTURING INC.
_________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 8, 1995
The Annual Meeting of Stockholders of ROTONICS MANUFACTURING INC. (the
"Company") will be held on December 8, 1995 at 9:30 a.m. local time at the
Holiday Inn, Vermont Street and 190th Avenue, Torrance, California 90248, for
the purpose of considering and voting on the following matters:
1. Election of Directors.
2. Ratification of the appointment of Arthur Andersen as
the Company's independent auditors for the year
ending June 30, 1996.
3. Such other business as may properly come before the
meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on October 13,
1995 will be entitled to notice of and to vote at such meeting or any
adjournments or postponements thereof.
By Order of the Board of Directors
E. Paul Tonkovich
Secretary
Gardena, California
October 27, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING IN PERSON, PLEASE READ
THE ENCLOSED PROXY STATEMENT AND
SIGN AND RETURN THE ENCLOSED PROXY
CARD AS SOON AS POSSIBLE IN THE
ENCLOSED POSTPAID ENVELOPE.
<PAGE> 3
ROTONICS MANUFACTURING INC.
17022 SOUTH FIGUEROA STREET
GARDENA, CALIFORNIA 90248
(310) 538-4932
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Rotonics Manufacturing Inc. (the "Company") of
proxies in the accompanying form, relating to the annual meeting of
stockholders (the "Annual Meeting") to be held December 8, 1995 at 9:30 a.m.
local time at the Holiday Inn, Vermont Street and 190th Avenue, Torrance,
California 90248, or any adjournments thereof. The Proxy Statement and the
enclosed proxy are being mailed to stockholders on or about October 27, 1995.
Only stockholders of record at the close of business on the record
date, October 13, 1995, are entitled to vote at the meeting. On that date
there were outstanding and entitled to vote 14,155,402 shares of Common Stock
($.01 par value) of the Company. Broker non-votes and shares held by persons
abstaining will be counted in determining whether a quorum is present at the
Annual Meeting. Directors are elected by plurality of votes cast and all other
proposals submitted to the stockholders must be approved by the vote of the
holders of a majority of the shares of Common Stock represented in person or by
proxy and entitled to vote at the Annual Meeting. Abstentions are counted as
votes against a proposal, whereas broker non-votes are not counted for purposes
of determining whether a proposal has been approved or not. Holders of shares
of Common Stock are entitled to one vote per share on each matter to come
before the meeting. Stockholders do not have cumulative voting rights.
If the enclosed proxy is properly executed and returned, the shares of
Common Stock represented thereby will be voted at the meeting in accordance
with the stockholder's instructions. If no instructions are given with respect
to any matter, the proxy will be voted for such matter. Any stockholder giving
a proxy for the meeting in the accompanying form may revoke it at any time
prior to its being voted, by filing with the Secretary of the Company at the
Company's principal executive office, 17022 South Figueroa Street, Gardena,
California 90248, an instrument of revocation or a duly executed proxy bearing
a later date, or by attending the meeting and voting in person.
Solicitation of proxies may be made by directors, officers and other
employees of the Company by personal interview, telephone or telegraph. No
additional compensation will be paid for any such services. Costs of
solicitation, including preparation, assembly, printing and mailing of this
proxy statement, the proxy and any other information furnished to the
stockholders, will be borne by the Company. The Company will upon request,
reimburse the reasonable charges and expenses of brokerage houses or other
nominees or fiduciaries for forwarding proxy materials to, and obtaining
authority to execute proxies from, beneficial owners for whose account they
hold shares of Common Stock.
1
<PAGE> 4
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL HOLDERS
The following table and the footnotes thereto set forth, as of October
13, 1995, certain information regarding Common Stock of the Company
beneficially owned by each person who is known to the Company to be the
beneficial owner of more than 5% of the Common Stock of the Company, by each
director and by each executive officer named in the Summary Compensation Table,
and by all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
---------------- ------------------------ --------
<S> <C> <C>
Sherman McKinniss 5,278,720(2) 37.3%
L. John Polite, Jr. 673,627(3) 4.8
Larry DeDonato 118,332 *
David C. Polite 4,222 *
E. Paul Tonkovich 75,555(3) *
Douglas W. Russell 75,664(4) *
All directors and all 6,226,120(2)(3)(4) 44.0
executive officers of
the Company as a group (6 individuals)
Linn Derickson 988,437(5) 7.0
</TABLE>
____________________
* Less than 1%.
(1) Unless otherwise indicated, shares are held with sole voting and
investment power.
(2) Consisting of: (i) 5,026,720 shares of Common Stock held by Mr.
McKinniss jointly with his spouse; and (ii) 252,000 shares of Common
Stock held by a pension plan for the benefit of Mr. McKinniss. Mr.
McKinniss' address is 17022 South Figueroa Street, Gardena, California
90248.
(3) Consisting of: 75,555 shares of Common Stock held by Mr. Tonkovich as
trustee of a profit sharing trust of which Mr. Tonkovich is a
beneficiary.
(4) Consisting of: (i) 43,164 shares of Common Stock and owned jointly by
Mr. Russell and his spouse; (ii) 30,000 held by the minor children of
Mr. Russell; and (iii) 2,500 shares of Common Stock issuable on
exercise of currently exercisable stock options.
(5) Consisting of 988,437 shares of Common Stock held jointly by Mr.
Derickson with his spouse. Mr. Derickson's address is 1305 West
Brooks Street, Ontario, California 91761.
2
<PAGE> 5
PROPOSAL 1 - ELECTION OF DIRECTORS
A board of six directors is to be elected to serve until the next
Annual Meeting of Stockholders. Sherman McKinniss, Larry DeDonato, L. John
Polite, Jr., David C. Polite, James E. Evans and E. Paul Tonkovich have been
nominated for election as directors of the Company at the Annual Meeting. All
of the nominees for director, except Mr. Evans, currently serve on the Board of
Directors. Messrs. McKinniss, Tonkovich and L. John Polite, Jr. were elected
to the Board of Directors in August 1991 in connection with the merger into the
Company of Rotonics Molding, Inc.-Chicago ("RMIC"). David C. Polite was
elected to the Board at the 1993 Annual Meeting of Stockholders and Larry
DeDonato was elected to the Board at the 1994 Annual Meeting of Stockholders.
It is intended that all proxies submitted in the accompanying form,
unless contrary instructions are given thereon, will be voted for the election
of the six nominees. In case any of the nominees is unavailable for election,
an event which is not now anticipated, the enclosed proxy may be voted for the
election of a substitute nominee or nominees.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Information regarding each of the six nominees is set forth below.
The descriptions of the business experience of these individuals include all
principal positions held by them from 1990 to the date of this Proxy Statement.
Sherman McKinniss (age 59) has served as President and Chief Executive
Officer of the Company since August 1991 and as Chairman of the Board since
December 1994. Prior to that, Mr. McKinniss had been President, a director and
one of the shareholders of RMIC. Previously, Mr. McKinniss owned and operated
Rotational Molding, Inc. ("RMI") which he sold to the Company in 1986 and was a
partial owner of Rotational Molding, Inc.-Florida which was merged into RMIC in
1988.
Larry M. DeDonato (age 41) has owned and operated an optometry
practice in central California since before 1989. In addition, Mr. DeDonato was
an assistant professor at the Southern California College of Optometry from
1979 until 1986. Mr. DeDonato is the son-in-law of Mr. McKinniss.
L. John Polite, Jr.(age 74) served as Chairman of the Board and Vice
President of the Company from August 1991 until December 1994. He has been a
director of Peridot Holdings, Inc. and Peridot Chemicals (N.J.), Inc. located
in Wayne, New Jersey since 1987 and was Chairman of the Board of these
companies from 1987 until 1992. Mr. Polite was a shareholder of RMIC. He was
Chairman of the Board of Essex Chemical Corp. (N.J.) from 1962 to 1988. He has
served as a director of Witco Corp. and Jones Medical since 1988.
David C. Polite (age 40) has been a practicing attorney in the
Portland, Oregon area since the fall of 1991. In December 1988, he cofounded
Seaboard Investors, an investment group, and serves as its Vice President.
Prior to that time, he served as Special Counsel for Corporate Development to
Essex Chemical Corporation from before 1988, and from December 1982 through
June 1986, he served as Staff Attorney for the United States Securities and
Exchange Commission. David C. Polite is the son of L. John Polite, Jr.
James E. Evans(age 66) has served as President of Lancaster Colony
Commercial Products Inc., a subsidiary of Lancaster Colony Corporation since
1978. From 1972 to 1978 Mr. Evans was Director of Corporate Marketing of
Lancaster Colony Corporation and from 1970 to 1972 was Vice-President of
Marketing of Barr, Inc., a subsidiary of Lancaster Colony Corporation. Prior
to this, Mr. Evans was President of Buckeye Plastics Co., a subsidiary of
Buckeye International from 1967 to 1970.
E. Paul Tonkovich (age 57) has served as Secretary of the Company
since August 1991. He has been a practicing attorney since January 1966. He
was legal counsel to RMIC and to Mr. McKinniss and is now legal counsel for the
Company.
3
<PAGE> 6
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held four meetings during fiscal year 1995.
Each director attended all of the meetings of the Board of Directors.
The Board has an Audit Committee, comprised in fiscal year 1995 of
Larry DeDonato, L. John Polite and David C. Polite. The functions of the Audit
Committee are to approve of the engagement of the Company's independent
accountants and to review with them the plan and scope of their audit for each
year, the results of such audit when completed, and their fees for services
performed. During fiscal year 1995, the Audit Committee held two meetings.
Each member of the Audit Committee attended all of those meetings.
The Board also has a Nominating Committee, comprised in fiscal 1995 of
Mr. McKinniss and L. John Polite. The function of the Nominating Committee is
to nominate candidates for election to the Board of Directors of the Company at
its next annual stockholders meeting. During fiscal year 1995, the Nominating
Committee held two meetings. Each member of the Nominating Committee attended
that meeting. The Nominating Committee will consider nominees recommended by
Stockholders. The names of such nominees should be forwarded to the Secretary
of the Company at the address appearing on the first page of this Proxy
Statement, who will submit such names to the Nominating Committee.
EXECUTIVE OFFICERS
The present executive officers of the Company are Sherman McKinniss,
Chairman of the Board, President and Chief Executive Officer; E. Paul
Tonkovich, Secretary; and Douglas W. Russell, Treasurer, Chief Financial
Officer and Assistant Secretary. Mr. Russell has been employed by the Company
since May 1991. Prior to that he was a Senior Auditor for the accounting firm
of Hallstein & Warner from 1988 until 1991, and was the Assistant Controller of
RMI from September 1985 to September 1987. Mr. Russell is the son-in-law of
Mr. McKinniss.
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received in the three
fiscal years ended June 30, 1995, by the Company's Chief Executive Officer, the
only executive officers whose salary and bonus exceeded $100,000. Mr.
McKinniss joined the Company in August 1991.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL ANNUAL ALL OTHER
POSITION YEAR COMPENSATION COMPENSATION
-------- ---- -------------------------- ------------
Salary Bonus
($) ($)
----- -----
<S> <C> <C> <C> <C>
Sherman McKinniss 1995 $300,000 $25,027 $3,354 (1)
President and CEO 1994 $244,616 $15,066 $2,902 (1)
1993 $216,539 $20,839 $2,498 (1)
</TABLE>
- ------------------
(1) Consists of the annual premium on a term life insurance policy
covering Mr. McKinniss, as to which he is the named insured and
beneficiary. The Company is obligated to pay this premium pursuant to
Mr. McKinniss' employment agreement.
4
<PAGE> 7
OPTIONS/EXECUTIVE OFFICERS
No stock options were exercised by the Company's Chief Executive
Officer in fiscal year 1995, and during the fiscal year no stock options were
granted to the Chief Executive Officer and no options were held by him at
fiscal year end.
REPORT OF THE BOARD/EXECUTIVE COMPENSATION
Executive Officers. The annual compensation of the Company's
executive officers, other than Mr. McKinniss, is recommended by the President
and reviewed and approved by the Board of Directors. The salary
recommendations are based on the President's perspective of the value of that
position at the Company, the executive's individual performance, the Company
performance and compensation for similar positions at other companies within
the industry. The Company believes that compensation of the Company's
executive officers should be sufficient to attract and retain highly qualified
personnel and should also provide meaningful incentives for superior
performance. The Company seeks to reward achievement of long and short-term
performance goals measured by successful development of new products, increases
in sales volumes, meeting or exceeding financial targets established by the
Board of Directors, and other factors. The Company's executive compensation
generally consists of a base salary and a cash bonus. The Board of Directors
may also issue stock options pursuant to the Company's Stock Option Plan as
additional long-term incentive compensation to its key executives. Options to
purchase 40,000 shares were granted in fiscal 1995. Annual cash bonuses
granted to the Company's executives, other than for Mr. McKinniss and Mr.
Russell, are discretionary and are based on evaluation of job performance and
the attainment of various goals. The Company currently provides no retirement
benefits to its executive officers.
Chief Executive Officer. The Company's Board of Directors meets once
each year, separately from Sherman McKinniss, to discuss compensation
arrangements for Mr. McKinniss, Chairman, President and CEO, and the employment
contract with him (see "Employment Agreements"). The base salary and bonus
paid to Mr. McKinniss is determined within the guidelines of his employment
agreement, which establishes a base salary and a minimum annual increase tied
to the cost of living. The Board of Directors may approve of a base salary in
excess of that required by the contractual cost of living increase based on the
Board's determination of Mr. McKinniss' performance and contribution using a
similar process and philosophy as that employed for other executive officers.
The Board of Directors assess Mr. McKinniss' leadership, performance and
contributions towards achieving the Company's long-term strategic and financial
objectives. There is no specific formula employed between the Company's stated
goals and performance and the Board's determination; instead the Board's
judgment and discretion is used in determining the base salary. The cash bonus
paid to Mr. McKinniss during fiscal 1995 was approved by the Board of Directors
in accordance with the terms outlined in his employment agreement.
The Board of Directors
L. John Polite, Jr.
Sherman McKinniss
David C. Polite
Larry DeDonato
E. Paul Tonkovich
COMPENSATION COMMITTEE - INTERLOCKS AND INSIDER PARTICIPATION
As described above, the Company's compensation decisions are made by
the Board of Directors as a whole, based on recommendations made to the Board
by Mr. McKinniss, the Company's Chief Executive Officer, for other executive
officers. Mr. McKinniss does not participate in discussions regarding his own
compensation.
5
<PAGE> 8
CERTAIN TRANSACTIONS
In March 1993, the Board of Directors authorized a program allowing
the exchange of outstanding Series A Preferred Stock for shares of Common Stock
based on the $1.00 liquidation value of the Preferred Stock compared with the
fair market value of the Company's Common Stock at the date of exchange.
Through September 30, 1995, Mr. McKinniss has exchanged 3,726,729 shares of
Preferred Stock for 3,247,991 shares of Common Stock based on the fair market
value of the Company's Common Stock at the dates of exchange, which ranged from
$.6875 to $2.4375. In addition, L. John Polite has exchanged 332,360 shares of
Preferred Stock for 483,432 shares of Common Stock based on the fair market
value of the Company's Common Stock at the date of these exchanges, which was
$0.6875.
During the fiscal year ended June 30, 1995, the Company incurred legal
fees and costs amounting to $48,519 for services performed by E. Paul Tonkovich
Professional Corporation, of which E. Paul Tonkovich, the Secretary and a
director of the Company, is an employee.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment contract with Mr. McKinniss
which expires June 30, 1999. The agreement provides for a minimum annual base
salary of $200,000 and is increased on each anniversary of the agreement (July
1) by an amount at least equal to the annual percentage increase in the
Consumer Price Index for the Los Angeles-Long Beach area. The Board of
Directors may, in its discretion, increase the base salary by a greater amount.
Effective September 1, 1995, the annual salary for Mr. McKinniss was increased
to $336,960. See "Report of the Board/Executive Compensation". In addition to
Mr. McKinniss's base salary, under the agreement he is to be paid an annual
bonus equal to one percent (1%) of the total operating income of the Company
(before taxes and extraordinary items) earned by the Company for the preceding
fiscal year ending June 30th. The agreement contains certain noncompetition
and nondisclosure covenants. The agreement also allows for termination of
employment by either party voluntarily or for cause as outline in the
agreement. If the Company terminates the employment of Mr. McKinniss for
reasons other than cause, disability or death, Mr. McKinniss will be entitled
to receive termination payments equal to the continuance of his current base
salary for a period of twelve (12) months from termination.
COMPENSATION OF DIRECTORS
During the fiscal year ended June 30, 1995, directors (other than
those who were employees of the Company) were paid $600 for each meeting of the
Board they attended. All members of committees of the Board received $250 for
each meeting which they attended, plus reimbursement for reasonable expenses
incurred unless such meetings occurred on the day of meetings of the full
Board, in which case such committee members received no additional
compensation. The Company incurred directors fees totalling $9,600 in fiscal
year 1995. Directors who are employees of the Company have not been separately
compensated for their services as directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent (10%) of the outstanding shares of the Company's Common Stock, to file
with the Securities and Exchange Commission and the American Stock Exchange
initial reports of ownership (Form 3) and changes in ownership of such stock
(Forms 4 and 5).
To the Company's knowledge, based solely upon review of the copies of
such reports furnished to it, during fiscal year ended June 30, 1995, all
Section 16(a) filing requirements applicable to its executive officers and
directors were complied with.
6
<PAGE> 9
PERFORMANCE GRAPH
The following graph shows a comparison of five-year cumulative total
stockholder return among the Company, the Standard & Poor 500 Index and the
Standard & Poor Specialty Chemical Index, assuming $100 invested on June 30,
1990 in each.
PERFORMANCE GRAPH
FOR ROTONICS MANUFACTURING INC.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[GRAPH]
<TABLE>
<CAPTION>
Shareholder Returns
June Index Returns
Company/Index 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Rotonics Manufacturing Inc (RMI) 100 53.29 68.62 61.45 102.89 126.66
S&P 500 Index 100 107.40 121.80 138.40 140.35 176.94
S&P Chemicals - Specialty Index 100 107.76 121.53 143.82 128.88 165.36
</TABLE>
PROPOSAL 2 - RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends to the stockholders the ratification
of the appointment of Arthur Andersen as the Company's independent accountants
for fiscal year 1996. Price Waterhouse previously acted as the Company's
independent accountants for fiscal years 1986 through 1995. Representatives of
Arthur Andersen are expected to be present at the Annual Meeting and will have
the opportunity to make statements if they desire to do so. Such
representatives are also expected to be available to respond to appropriate
questions.
OTHER MATTERS
As of the time of preparation of this Proxy Statement, the Board of
Directors knew of no matter other than the matters described herein which will
be presented at the meeting. However, if any other matter properly comes
before the meeting or any adjournment thereof, the person or persons voting the
proxies will vote them in accordance with their best judgment.
This Proxy Statement will be accompanied by the Company's Annual
Report for the fiscal year ended June 30, 1995, when it is delivered to
stockholders.
Under the rules of the Securities and Exchange Commission,
stockholders who wish to submit proposals for inclusion in the Proxy Statement
of the Board of Directors for the annual meeting of stockholders to be held in
1996 must submit such proposals so as to be received by the Company at 17022
South Figueroa Street, Gardena, California 90248, on or before June 29, 1996.
7
<PAGE> 10
ROTONICS MANUFACTURING INC.
Proxy Solicited By The Board of Directors For The Annual Meeting of
Stockholders To be Held December 8, 1995.
The undersigned hereby appoints Sherman McKinniss and E. Paul
Tonkovich, or either of them, each with full power of substitution, as the
proxyholder(s) of the undersigned to represent the undersigned and vote all
shares of the capital stock of ROTONICS MANUFACTURING INC. (the "Company")
which the undersigned would be entitled to vote if personally present at the
annual meeting of stockholders of the Company at the Holiday Inn, Vermont
Street and 190th Avenue, Torrance, California 90248 at 9:30 a.m. on December
8, 1995, and at any adjournments or postponements of such meeting, as follows:
1. To elect as directors, to hold office until the next annual
meeting of stockholders and until their successors are
elected, the nominees listed below:
<TABLE>
<S> <C> <C>
_____ FOR all nominees _____ WITHHOLD AUTHORITY to
listed below vote for all listed
except those nominees.
whose names are
handwritten on
the line below.
</TABLE>
Sherman McKinniss, Larry DeDonato, L. John Polite, Jr., David C.
Polite, James E. Evans and E. Paul Tonkovich. To withhold authority
to vote for any of the above nominees, write the nominee's name below:
__________________________________________________
______ For ______ Against ______ Abstain
2. To ratify the appointment of Arthur Andersen as the Company's
independent accountants for the fiscal year ending June 30,
1996.
______ For ______ Against ______ Abstain
3. To transact such other business as properly may come before
the meeting.
<PAGE> 11
The Board recommends that you vote FOR the above proposals. This proxy, when
properly executed, will be voted in the manner directed above. WHEN NO CHOICE
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSALS. This proxy may
be revoked by the undersigned at any time, prior to the time it is voted by any
of the means described in the accompanying proxy statement.
________________________________________
________________________________________
Signature(s) of Stockholder(s)
Date and sign exactly as name(s) appear(s) on
this proxy. If signing for estates, trusts,
corporations or other entities, title or
capacity should be stated. If shares are
held jointly, each holder should sign.
Date: _______________, 1995
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
