<PAGE>
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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ROTONICS MANUFACTURING INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by 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:
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<PAGE>
ROTONICS MANUFACTURING INC.
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 9, 1997
The Annual Meeting of Stockholders of ROTONICS MANUFACTURING INC. (the
"Company") will be held on December 9, 1997 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, 1998.
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 17, 1997
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 24, 1997
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>
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 9, 1997 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 24, 1997.
Only stockholders of record at the close of business on the record date,
October 17, 1997, are entitled to vote at the meeting. On that date there
were outstanding and entitled to vote 13,989,340 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>
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL HOLDERS
The following table and the footnotes thereto set forth, as of October
17, 1997, 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 or nominee for 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.
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------- ----------------------- --------
Sherman McKinniss 5,328,720 (2) 38.1
L. John Polite, Jr. 528,628 3.8
Larry DeDonato 128,332 (3) *
James E. Evans 1,000 *
David C. Polite 22,222 *
E. Paul Tonkovich 88,655 (4) *
Douglas W. Russell 84,664 (5) *
All directors and all executive officers
of the Company as a group (7 individuals) 6,182,221 (2)(3)(4)(5) 44.2
Larry L. Snyder - Nominee for director 46,100 (6) *
Linn Derickson 1,020,437 (7) 7.3
- --------------------
* Less than 1%.
(1) Unless otherwise indicated, shares are held with sole voting and investment
power.
(2) Consisting of: (i) 5,328,720 shares of Common Stock held by Mr. McKinniss
jointly with his spouse. Mr. McKinniss' address is 17022 South Figueroa
Street, Gardena, California 90248.
(3) Consisting of: (i) 118,333 shares of Common Stock held by Mr. DeDonato
jointly with his spouse; (ii) 3,333 shares of Common Stock held by a
pension plan for the benefit of Mr. DeDonato; and (iii) 6,666 shares of
Common Stock held by the minor child of Mr. DeDonato.
(4) Consisting of: 88,655 shares of Common Stock held by Mr. Tonkovich as
trustee of a profit sharing trust of which Mr. Tonkovich is a beneficiary.
(5) Consisting of: (i) 46,664 shares of Common Stock held by Mr. Russell
jointly with his spouse; and (ii) 38,000 shares of Common Stock held by the
minor children of Mr. Russell.
(6) Consisting of: 46,100 shares of Common Stock held by Mr. Snyder jointly
with his spouse.
(7) Consisting of: 1,020,437 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>
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, Larry L. Snyder,
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 for Mr. Snyder, currently serve on the Board of
Directors. Messrs. McKinniss and Tonkovich 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, Larry DeDonato was elected
to the Board at the 1994 Annual Meeting of Stockholders, and James Evans was
elected to the Board at the 1995 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 61) 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 owners 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. Mr. McKinniss is a past President and charter member of the
Association of Rotational Molders.
LARRY M. DEDONATO (age 43) 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.
JAMES E. EVANS (age 68) 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.
DAVID C. POLITE (age 42) 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.
LARRY L. SNYDER (age 59) has served as Chairman of the Board since 1995
for Nebraska GPS which provides differential GPS signal for agricultural use.
Prior to that, Mr. Snyder served as President of Snyder Industries Inc., a
fiberglass and rotational molding company, from 1962 until 1991. Mr. Snyder
serves as a Board of Trustee for Nebraska Wesleyan University and is a past
President and a charter member of the Association of Rotational Molders.
E. PAUL TONKOVICH (age 59) 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>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held four meetings during fiscal year 1997. Each
director attended all of the meetings of the Board of Directors, except for
James E. Evans, who was absent from the June 19, 1997 meeting.
The Board has an Audit Committee, comprised in fiscal year 1997 of Larry
DeDonato, L. John Polite, David C. Polite and James E. Evans. 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 1997, the Audit Committee held
two meetings. Each member of the Audit Committee attended all of those
meetings.
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, 1997, by the Company's Chief Executive Officer and each
of the other most highly compensated executive officers of the Company as of
the end of fiscal 1997. Compensation to Mr. Russell did not exceed $100,000
in fiscal years ended June 30, 1996 and 1995.
SUMMARY COMPENSATION TABLE
--------------------------
NAME AND
PRINCIPAL ANNUAL ALL OTHER
POSITION YEAR COMPENSATION COMPENSATION
--------- ---- ------------ ------------
Salary Bonus
($) ($)
------ -----
Sherman McKinniss 1997 $353,041 $32,000 $4,418 (1)
President and CEO
1996 $329,852 $38,611 $3,858 (1)
1995 $300,000 $25,027 $3,354 (1)
Douglas W. Russell 1997 $104,997 $18,320 954 (1)
Treasurer, CFO and
Assistant Secretary
- ---------------------------
(1) Consists of the annual premium on a term life insurance policy covering
the named executives, as to which they are the named insured and
beneficiary. The Company is obligated to pay these premiums pursuant to
executives' respective employment agreements.
OPTIONS/EXECUTIVE OFFICERS
No stock options were exercised by or granted to the Company's executive
officers in fiscal year 1997, and no options were held by the executive
officers at fiscal year end.
-4-
<PAGE>
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. Executive compensation paid to
Mr. Russell, consisting of a base salary and a cash bonus is determined under
the guidelines of his employment agreement ("see Employment Agreements"). The
employment agreement establishes a base salary and a minimum annual increase
tied to the cost of living. The Board of Directors may approve a base salary
in excess of that required by the contractual cost of living increase based
on the Board's determination of Mr. Russell's performance and contribution
using the same process and philosophy as indicated above. The cash bonus
paid to Mr. Russell during fiscal 1997 was approved by the Board of Directors
in accordance with the terms outlined in his employment agreement.
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. 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 1997 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
James Evans
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>
CERTAIN TRANSACTIONS
During the fiscal year ended June 30, 1997, the Company incurred legal
fees and costs amounting to approximately $103,400 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 August 12, 1999. The agreement provides for a minimum annual
base salary of $200,000 and is increased on each anniversary of the agreement
(August 12) 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 January 1, 1997, the annual salary for Mr. McKinniss was
increased to $365,000. 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.
The Company has entered into an employment contract with Mr. Russell
which expires August 31, 1998. The agreement provides for a minimum annual
base salary of $90,000 and is increased on each anniversary of the agreement
(September 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, 1997, the annual salary to Mr. Russell was
increased to $125,000. See "Report of the Board/Executive Compensation". In
addition to Mr. Russell's base salary, under the agreement he is to be paid
an annual bonus equal to one percent (.5%) 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
noncompensation and nondisclosure covenants. The agreement also allows for
termination of employment by either party voluntary or for cause as outlined
in the agreement. If the Company terminates the employment of Mr. Russell
for reasons other than cause, disability or death, Mr. Russell will be
entitled to receive termination payments equal to the continuance of his
current salary for a period of twelve (12) months from termination.
COMPENSATION OF DIRECTORS
During the fiscal year ended June 30, 1997, 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 $11,400 in
fiscal year 1997. 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, 1997, all
Section 16(a) filing requirements applicable to its executive officers and
directors were complied with, except Mr. Larry DeDonato filed a late Form 4
report reflecting the acquisition of 10,000 shares of Common Stock during May
1997.
-6-
<PAGE>
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,
1992 in each (1).
<TABLE>
<CAPTION>
SHAREHOLDER RETURNS
June Index Returns
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------- -----------------------------------------------
COMPANY/INDEX 1992 1993 1994 1995 1996 1997
- --------------------------------- -----------------------------------------------
Rotonics Manufacturing Inc. (RMI) 100 91.66 108.33 166.66 195.17 191.28
S&P 500 index 100 113.63 115.23 145.27 183.04 246.55
S&P Chemicals - Specialty Index 100 118.34 106.05 136.07 153.25 164.92
(1) Total return assumes reinvestment of dividends.
</TABLE>
PROPOSAL 2 -
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors reommends to the stockholders the ratification of
the appointment of Arthur Andersen LLP as the Company's independent public
accountants for fiscal year 1998. They have served as the Company's
independent auditors since fiscal year 1996. Representatives of Arthur
Andersen are expected to be present at the Annual Meeting and will have the
opportunity to make statments 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, 1997, 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 1998
must submit such proposals so as to be received by the Company at 17022 South
Figueroa Street, Gardena, California 90248, on or before June 26, 1998.
-7-
<PAGE>
ROTONICS MANUFACTURING INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD DECEMBER 9, 1997.
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
9, 1997, 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:
_____ FOR all nominees _____ WITHHOLD AUTHORITY to
listed below vote for all listed
except those nominees.
whose names are
handwritten on
the line below.
Sherman McKinniss, Larry DeDonato, Larry L. Snyder, 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:
--------------------------------------------------
2. To ratify the appointment of Arthur Andersen as the Company's
independent public accountants for the fiscal year ending June 30,
1998.
______ For ______ Against ______ Abstain
3. To transact such other business as properly may come before the
meeting.
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: _______________, 1997
PLEASE COMPLETE, DATE AND SIGN THIS PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
-1-
