<PAGE>
ROTONICS MANUFACTURING INC.
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 8, 1998
The Annual Meeting of Stockholders of ROTONICS MANUFACTURING INC. (the
"Company") will be held on December 8, 1998 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,
1999.
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 12,
1998 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 26, 1998
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 8, 1998 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
26, 1998.
Only stockholders of record at the close of business on the record
date, October 12, 1998, are entitled to vote at the meeting. On that date
there were outstanding and entitled to vote 15,527,071 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
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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.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL HOLDERS
The following table and the footnotes thereto set forth, as of
September 30, 1998, 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 5,368,720(2) 34.6
Larry DeDonato 128,332(3) *
James E. Evans 1,000 *
David C. Polite 22,222 *
E. Paul Tonkovich 88,655(4) *
Larry L. Snyder 100,000(5) *
Robert D. Grossman 2,072,539(6) 13.3
Robert E. Gawlik 125,000(7) *
Douglas W. Russell 84,664(8) *
All directors and all 7,996,132(2)(3)(4)(5)(6)(7)(8) 51.2
executive officers of
the Company as a group
(9 individuals)
Linn Derickson 1,020,437(9) 6.6
</TABLE>
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*Less than 1%.
(1) Unless otherwise indicated, shares are held with sole voting and
investment power.
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(2) Consisting of: (i) 5,026,720 shares of Common Stock held by Mr.
McKinniss jointly with his spouse; and (ii) 342,000 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: (i) 118,333 shares of Common Stock held by Mr. DeDonato
jointly with his spouse; and (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: 100,000 shares of Common Stock held jointly by Mr.
Snyder with his spouse.
(6) Consisting of: 2,072,539 shares of Common Stock owned by GSC
Industries, Inc. of which Mr. Grossman has a controlling ownership
interest. Mr. Grossman's address is 3645 N.W. 67th Street, Miami,
Florida 33147.
(7) Consisting of: (i) 25, 000 shares of Common Stock held by a pension
plan for the benefit of Mr. Gawlik; and (ii) 100,000 shares of Common
Stock issuable on the exercise of currently exercisable stock options.
(8) Consisting of: (i) 46,664 shares of Common Stock and owned jointly by
Mr. Russell and his spouse; and (ii) 38,000 held by the minor children
of Mr. Russell.
(9) 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.
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PROPOSAL 1 - ELECTION OF DIRECTORS
A board of seven directors is to be elected to serve until the next
Annual Meeting of Stockholders. Sherman McKinniss, Larry DeDonato, Larry L.
Snyder, Robert D. Grossman, 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 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, James Evans was
elected to the Board at the 1995 Annual Meeting of Stockholders and Larry L.
Snyder was elected to the Board at the 1997 Annual Meeting of Stockholders.
Mr. Grossman was appointed to the Board on March 25, 1998.
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 seven 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 seven 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 62) 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.
LARRY M. DEDONATO (age 44) has owned and operated an optometry practice
in central California since before 1982. 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 69) 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
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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 43) has been a practicing attorney in the
Portland, Oregon area since the fall of 1991. In December 1988, he co-founded
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.
E. PAUL TONKOVICH (age 60) 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.
LARRY L. SNYDER (age 60) 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. Mr.
Snyder also operates a substantial precision farming and cattle operation in
central Nebraska.
ROBERT D. GROSSMAN (age 77) has been one of the owners and has
served as CEO of GSC Industries Inc. since 1997. Previously, Mr. Grossman had
been President, Director and one of the owners of Rotocast International Inc.
which was sold to the Company in March 1998. Mr. Grossman was one of the
founders of the Association of Rotational Molders as well as its first
President and first Inductee into its Hall of Fame.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held four regularly scheduled meetings and
one special meeting during fiscal year 1998. During fiscal 1998 each director
attended all of the meetings of the Board of Directors since their respective
appointments, except Larry L. Snyder, who was absent from the March 1998
meeting.
The Board has an Audit Committee, comprised in fiscal year 1998 of
David C. Polite, Larry DeDonato, James E. Evans and Larry L. Snyder. 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 1998, the Audit
Committee held three meetings. Each member of the Audit Committee attended
all of those meetings since their respective appointments to the committee.
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EXECUTIVE OFFICERS
The present executive officers of the Company are Sherman McKinniss,
Chairman of the Board, President and Chief Executive Officer; Robert E.
Gawlik, Chief Operating Officer and Vice-President; E. Paul Tonkovich,
Secretary; and Douglas W. Russell, Treasurer, Chief Financial Officer and
Assistant Secretary. Mr. Gawlik has been employed by the Company since August
1998. Prior to that he was General Manager for Bonar Plastic's Oregon
facility from 1991 until 1998, and as Executive Vice-President of Encore
Industries from 1986 to 1989 and later as President of Encore Group from 1989
to 1991. 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, 1998, by the Company's Chief Executive Officer,
and each of the other most highly compensated executive officers of the
Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL ANNUAL ALL OTHER
POSITION YEAR COMPENSATION COMPENSATION
--------- ---- ------------------ ------------
Salary Bonus
($) ($)
-------- -------
<S> <C> <C> <C> <C>
Sherman McKinniss 1998 $365,000 $45,080 $5,434(1)
President and CEO
1997 $353,041 $32,000 $4,418(1)
1996 $329,852 $38,611 $3,858(1)
Douglas W. Russell 1998 $124,038 $27,792 $954(1)
Treasurer, CFO and
Assistant Secretary
1997 $104,997 $18,320 $954(1)
1996 $87,356 $10,260 $954(1)
</TABLE>
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(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
the executives' respective employment agreements.
OPTIONS/EXECUTIVE OFFICERS
No stock options were exercised by or granted to the Company's
Executive Officers in fiscal year 1998, and no options were held by the
Executive Officers 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.
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
contractural 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 1998 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
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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 1998 was approved by the Board of Directors in accordance with the
terms outlined in his employment agreement.
THE BOARD OF DIRECTORS
Sherman McKinniss
David C. Polite
Larry DeDonato
James Evans
E. Paul Tonkovich
Larry L. Snyder
Robert D. Grossman
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.
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CERTAIN TRANSACTIONS
During the fiscal year ended June 30, 1998, the Company incurred
legal fees and costs amounting to $83,400 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.
As a result of the Rotocast International, Inc. (Rotocast) merger in
March 1998, the Company now leases several of its manufacturing facilities
from GSC Industries (former parent company of Rotocast), of which, Mr.
Grossman, a director of the Company has a controlling ownership interest. In
fiscal 1998, the Company paid rent on these facilities amounting to $135,000.
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 August 16, 1998, the annual salary for Mr.
McKinniss was increased to $370,010. See "Report of the Board/Executive
Compensation". In addition to Mr. McKinniss' 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, 2001. 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 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 6, 1998, the annual salary to Mr. Russell was
increased to $126,750. 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-half percent (.5%) of the total operating income
of the Company
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(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 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, 1998, 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 totaling $12,000 in fiscal
year 1998. 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, 1998, all
Section 16(a) filing requirements applicable to its executive officers and
directors were complied with.
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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,
1993 in each(1).
PERFORMANCE GRAPH
FOR ROTONICS MANUFACTURING INC.
Comparison of Five Year Cumulative Total Return
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
SHAREHOLDER RETURNS
June Index Returns
- -------------------------------- --------------------------------------------------
COMPANY/INDEX 1993 1994 1995 1996 1997 1998
- -------------------------------- --------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rotonics Manufacturing Inc (RMI) 100 118.18 181.81 212.91 208.66 156.16
S&P 500 Index 100 101.41 127.84 161.08 216.98 282.42
S&P Chemicals--Specialty Index 100 89.61 114.98 129.49 139.36 139.77
</TABLE>
(1) Total return assumes reinvestment of dividends.
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PROPOSAL 2 - RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends to the stockholders the
ratification of the appointment of Arthur Andersen LLP as the Company's
independent public accountants for fiscal year 1999. 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, the accompanying proxy contains
discretionary authority on the persons named therein to vote on any other
matter properly brought before the meeting or any adjournment thereof, the
person or persons voting the proxies intend to 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, 1998, 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 1999 must submit such proposals so as to be received by the
Company at 17022 South Figueroa Street, Gardena, California 90248, on or
before June 24, 1999. In addition, if the Company is not notified by
September 7, 1999 of a proposal to be brought before the 1999 Annual Meeting
by a stockholder, then proxies held by management may provide the discretion
to vote against such proposal even though it is not discussed in the proxy
statement for such meeting.
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ROTONICS MANUFACTURING INC.
Proxy Solicited by the Board of Directors
for the Annual Meeting of Stockholders
to be Held December 8, 1998.
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, 1998, 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
listed below, except to vote for all listed nominees.
those whose names
are handwritten on
the line below.
Sherman McKinniss, Larry DeDonato, David C. Polite, James E.
Evans, E. Paul Tonkovich, Larry L. Snyder and Robert D.
Grossman. 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 LLP as the
Company's independent public accountants for the fiscal year
ending June 30, 1999.
___ For ___ Against ___ Abstain
<PAGE>
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.
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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:_______________, 1998
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
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