ASTROSYSTEMS, INC.
1220 Market Street
Suite 603
Wilmington, Delaware 19801
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 28, 1997
----------------------
To the Stockholders of ASTROSYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of ASTROSYSTEMS, INC., a Delaware corporation (the "Company"), will
be held at the Company's offices at 1220 Market Street, Suite 603, Wilmington,
Delaware on May 28, 1997 at 11:30 A.M. for the following purposes:
(1) To elect a board of five Directors.
(2) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on March 31, 1997 are
entitled to notice of, and to vote at, the Meeting or any adjournment or
adjournments thereof.
Elliot J. Bergman,
Secretary
Wilmington, Delaware
April 30, 1997
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN
NOTICE TO SUCH EFFECT, ATTN: CORPORATE SECRETARY, BY SUBMITTING A SUBSEQUENTLY
DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
- --------------------------------------------------------------------------------
<PAGE>
ASTROSYSTEMS, INC.
1220 Market Street
Suite 603
Wilmington, Delaware 19801
PROXY STATEMENT
This Proxy Statement is being mailed on or about April 30, 1997 to all
stockholders of record at the close of business on March 31, 1997 (the "Meeting
Record Date") in connection with the solicitation by the Board of Directors of
Proxies to be voted at the Annual Meeting of Stockholders (the "Meeting") to be
held on May 28, 1997 or any adjournment thereof. All Proxies duly executed and
received will be voted on all matters presented at the Meeting in accordance
with the specifications made in such Proxies. In the absence of specified
instructions, Proxies so received will be voted for the named nominees to the
Company's Board of Directors (the "Board"). The Board does not know of any other
matters that may be brought before the Meeting nor does it foresee or have
reason to believe that Proxy holders will have to vote for substitute or
alternate nominees. In the event that any other matter should come before the
Meeting or any nominee is not available for election, the persons named in the
enclosed Proxy will have discretionary authority to vote all Proxies not marked
to the contrary with respect to such matters in accordance with their best
judgment. A Proxy may be revoked at any time before being voted by written
notice to such effect received by the Company at the address set forth above,
attn: Corporate Secretary, by delivery of a subsequently dated Proxy or by a
vote cast in person at the Meeting. The Company will pay the entire expense of
soliciting Proxies, which solicitation primarily will be by use of the mails,
but certain Directors, officers and employees of the Company may solicit Proxies
in person or by telephone, telecopier or telegram, without special compensation.
The total number of shares of Common Stock of the Company outstanding and
entitled to vote as of March 31, 1997 was 5,226,911. The shares of Common Stock
are the only class of securities of the Company entitled to vote, each share
being entitled to one noncumulative vote. A majority of the shares outstanding
and entitled to vote as of March 31, 1997, or 2,613,456 shares, must be present
at the Meeting in person or by Proxy in order to constitute a quorum for the
transaction of business. Only stockholders of record as of the close of business
on March 31, 1997 will be entitled to vote. With regard to the election of
Directors, votes may be cast in favor or withheld; votes that are withheld will
have no effect as Directors shall be elected by a plurality of the votes cast in
favor. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
A list of stockholders entitled to vote at the Meeting will be available
for examination by any stockholder, for any purpose germane to the Meeting,
during ordinary business hours, at the Company's offices, 1220 Market Street,
Suite 603, Wilmington, Delaware, for a period of ten days prior to the Meeting
and will also be available at the Meeting. The Company's telephone number is
(302) 652-3115.
<PAGE>
ELECTION OF DIRECTORS
Five Directors are to be elected at the Annual Meeting of Stockholders to
serve for a term of one year or until their respective successors have been
elected and have qualified.
The following table sets forth the positions and offices presently held
with the Company by each nominee for election as Director, his age, and the
number of shares of Common Stock of the Company beneficially owned by him as of
March 31, 1997. Proxies not marked to the contrary will be voted in favor of
their election.
<TABLE>
<CAPTION>
Positions and Common Stock
Offices Presently Year Beneficially Owned
Held with Became a and Approximate
Name Age The Company Director Percentage of Class(1)
- ---- --- ---------------- -------- ----------------------
<S> <C> <C> <C> <C>
Seymour Barth 68 President and 1959 1,404,555(2)(3)
Director 25.8%(2)(3)
Gilbert H. Steinberg 66 Vice President, 1964 1,042,288(2)(4)
Treasurer and 19.1%(2)(4)
Director
Elliot J. Bergman 71 Vice President, 1964 925,699(2)(5)
Secretary and 17.0%(2)(5)
Director
Walter A. Steinberg 69 Director 1989 2,000
*
Elliot D. Spiro 68 Director 1994 12,400
*
</TABLE>
* Less than 1%
(1) For purposes of the above table, the number of shares of Common Stock owned
and outstanding for a particular person is deemed to include options held
by such person which are exercisable currently or within sixty days and
shares issuable through March 31, 1997 pursuant to the Company's 401(k)
Plan as discussed below.
(2) Includes for each of Messrs. Barth, G. Steinberg and Bergman 21,122 shares
over which they have voting power as trustees under the Company's 401(k)
Plan (including 6,933, 6,649 and 6,649 shares allocated to the accounts of
Messrs. Barth, G. Steinberg and Bergman, respectively).
(3) Includes 224,255 shares issuable pursuant to options which are currently
exercisable. Also includes 250,000 shares held in trust for the benefit of
Mr. Barth's family, as to which trust Mr. Barth serves as co-trustee.
Excludes 110,000 shares held in trust for the benefit of Mr. Barth's
children, as to which shares Mr. Barth disclaims any beneficial interest.
(4) Includes 224,255 shares issuable pursuant to options which are currently
exercisable.
(5) Includes 224,255 shares issuable pursuant to options which are currently
exercisable. Also includes 225,000 shares held in various trusts for the
benefit of Mr. Bergman's family, as to which trusts Mr. Bergman serves as
co-trustee.
Seymour Barth has served as President of the Company since 1964 and as a
Director of the Company since its inception in 1959.
2
<PAGE>
Gilbert H. Steinberg has served as a Director, Vice President and Treasurer
of the Company since 1964.
Elliot J. Bergman has served as a Director, Vice President and Secretary of
the Company since 1964.
Walter A. Steinberg has been an independent engineering consultant for more
than the past five years and has served as a Director of the Company since 1989.
Elliot D. Spiro has served as Chairman and Chief Executive Officer of
Branch Insurance Agency, a property/casualty and financial services insurance
agency, for more than the past five years and has served as a Director of the
Company since 1994.
The Board held ten meetings during the fiscal year ended June 30, 1996
("Fiscal 1996"). Each Director attended all ten meetings. The Board also acted
on one occasion during Fiscal 1996 by unanimous written consent in lieu of a
meeting.
The Audit Committee of the Board is charged with the review of the
activities of the Company's independent auditors, including the fees, services,
and scope of such audit. The Committee is composed of Messrs. G. Steinberg, W.
Steinberg and Spiro. Such Committee did not meet during Fiscal 1996.
The Stock Option Committee of the Board reviews and implements appropriate
action with respect to all matters pertaining to stock options granted under the
Company's 1991 Stock Option Plan. The Committee, which is currently composed of
Messrs. W. Steinberg and Spiro, did not meet during Fiscal 1996.
The Company has neither a nominating committee, charged with the search for
and recommendation to the Board of potential nominees for Board positions, nor a
compensation committee, charged with periodically reviewing the compensation of
the Company's officers and employees and recommending appropriate adjustments.
These functions are performed by the Board as a whole. The Board will consider
stockholder recommendations for Board positions which are made in writing to the
Company's President.
Messrs. W. Steinberg and Spiro are entitled to receive $5,000 per year for
their services as a Director and an additional $500 for each meeting of the
Board conducted beyond a certain geographic range. No other Directors receive
compensation for their services as such.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on a review of the copies of Forms
5 furnished to the Company and written representations that no other reports
were required, during Fiscal 1996, all Section 16(a) filing requirements
applicable to the Company's officers, Directors and 10% stockholders were
complied with.
3
<PAGE>
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary Compensation Table
The following table sets forth the compensation paid by the Company during
Fiscal 1996, 1995 and 1994 to each executive officer of the Company:
<TABLE>
<CAPTION>
===================================================================================================================================
Annual Compensation Long-Term Compensation
--------------------------------------------------------------------------------------------------
Awards Payouts
------------------------------------------------------------
Shares
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Seymour Barth 1996 $309,518 0 390,921 (1) $6,262 (4)
President 1995 $309,518 0 0 $4,686 (5)
1994 $304,116 0 100,000 $4,571 (6)
- -----------------------------------------------------------------------------------------------------------------------------------
Elliot Bergman 1996 $217,830 0 390,921 (2) $6,921 (4)
Vice President & 1995 $217,830 0 0 $4,357 (5)
Secretary 1994 $214,008 0 100,000 $3,209 (6)
- -----------------------------------------------------------------------------------------------------------------------------------
Gilbert Steinberg 1996 $217,830 0 390,921 (3) $6,935 (4)
Vice President & 1995 $217,830 0 0 $4,357 (5)
Treasurer 1994 $214,008 0 100,000 $3,209 (6)
===================================================================================================================================
</TABLE>
(1) Issued concurrently with the cancellation of options for the purchase of
371,607 shares.
(2) Issued concurrently with the cancellation of options for the purchase of an
equal number of shares.
(3) Issued concurrently with the cancellation of options for the purchase of
374,769 shares.
(4) Represents 1,138, 1,254 and 1,256 shares contributed by the Company to the
accounts of Messrs. Barth, Bergman and Steinberg, respectively, for Fiscal
1996 pursuant to the terms of its 401(k) Plan.
(5) Represents 1,079, 1,030 and 1,030 shares contributed by the Company to the
accounts of Messrs. Barth, Bergman and Steinberg, respectively, for Fiscal
1995 pursuant to the terms of its 401(k) Plan.
(6) Represents 1,071, 752 and 752 shares contributed by the Company to the
accounts of Messrs. Barth, Bergman and G. Steinberg, respectively, for
Fiscal 1994 pursuant to the terms of its 401(k) Plan.
The options which were cancelled for Messrs. Barth and Steinberg were
"incentive options" which required the exercise price to be ten percent above
market price. These were replaced by "nonqualified" options and were,
accordingly, repriced to the market price at the time of the original grant.
4
<PAGE>
Option Grants Table
The following table sets forth certain information concerning individual
grants of stock options to each executive officer of the Company during the
fiscal year ended June 30, 1996:
<TABLE>
<CAPTION>
==========================================================================================================================
Percent of Total
Number of Shares Options Granted
Underlying to Employees in Exercise Expiration
Name Options Granted Fiscal Year Price Date
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Seymour Barth 224,255 (1) 19% $2.875 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Seymour Barth 66,666 (2) 6% $3.000 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Seymour Barth 100,000 (3) 8% $3.125 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Elliot Bergman 224,255 (3) 19% $2.875 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Elliot Bergman 66,666 (3) 6% $3.000 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Elliot Bergman 100,000 (3) 8% $3.125 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Gilbert Steinberg 224,255 (4) 19% $2.875 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Gilbert Steinberg 66,666 (2) 6% $3.000 January 11, 2001
- --------------------------------------------------------------------------------------------------------------------------
Gilbert Steinberg 100,000 (3) 8% $3.125 January 11, 2001
==========================================================================================================================
</TABLE>
(1) Issued concurrently with the cancellation of options for the purchase of
85,127 shares at an exercise price of $2.875 per share and 126,480 shares
at an exercise price of $3.1625 per share.
(2) Issued concurrently with the cancellation of options for the purchase of
60,000 shares at an exercise price of $3.33 per share.
(3) Issued concurrently with the cancellation of options for the purchase of an
equal number of shares at the same exercise price per share.
(4) Issued concurrently with the cancellation of options for the purchase of
119,909 shares at an exercise price of $2.875 per share and 94,860 shares
at an exercise price of $3.1625 per share.
The options with exercise prices of $3.1625 and $3.33 per share which were
cancelled for Messrs. Barth and Steinberg were "incentive options" which
required the exercise price to be ten percent above market price. In order to
increase certain tax benefits to the Company, these were replaced by
"nonstatutory" options and were, accordingly, repriced to market price at the
time of the original grant.
5
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Value Table
The following table sets forth information concerning the values of
unexercised options held by each executive officer of the Company as of June 30,
1996:
<TABLE>
<CAPTION>
============================================================================================================================
Number of Shares Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Value Options at June 30, 1996 at June 30, 1996
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Seymour Barth 266,666 $804,164 224,255/0 $784,893/0
- ----------------------------------------------------------------------------------------------------------------------------
Elliot Bergman 266,666 $804,164 224,255/0 $784,893/0
- ----------------------------------------------------------------------------------------------------------------------------
Gilbert Steinberg 266,666 $804,164 224,255/0 $784,893/0
============================================================================================================================
</TABLE>
Stock Retirement Agreement
The Company and Messrs. Barth, G. Steinberg and Bergman were parties to a
Stock Retirement Agreement which required the Company, upon the death of any of
such persons, to purchase 30% of such person's shares of Common Stock of the
Company at a price equal to the greater of the average market price of such
shares over the six months preceding the date of death or the book value
thereof. At June 30, 1996, the Company carried term life insurance in the
amounts of $2,000,000, $1,250,000 and $1,000,000 upon the lives of Messrs.
Barth, G. Steinberg and Bergman, respectively.
In December, 1996, the Stock Retirement Agreement and term life insurance
were cancelled.
Employment Agreements
The Company is a party to Employment Agreements with each of Messrs. Barth,
G. Steinberg and Bergman which provide for, among other things, the following:
(i) annual compensation of $304,116 for Mr. Barth and $214,008 for each of
Messrs. G. Steinberg and Bergman; (ii) a term ending upon the earliest to occur
of the following: (a) the employee's death or incapacity; (b) "cause", as
defined in the Employment Agreement; (c) at the election of the Company, upon
not less than three years' prior written notice to the employee; or (d) at the
election of the employee, upon not less than six months' prior written notice to
the Company; and (iii) in the event the employee's employment shall terminate as
a result of death or incapacity, the Company shall be obligated to make annual
payments to the employee or his estate or representative for a period of three
years in an amount equal to 50% of the compensation paid or payable to the
employee with respect to the fiscal year immediately preceding the fiscal year
in which his employment terminated.
In June, 1996, each of Messrs. Barth, G. Steinberg and Bergman was given
three years' notice, as required by the Employment Agreements, of the
termination of his Employment Agreement with the Company.
Other Transactions
On July 11, 1996, each of Messrs. Barth, G. Steinberg and Bergman was
loaned $912,498, payable on December 31, 1997 or earlier demand by the Company,
for use in the exercise of certain stock options. See "Aggregated Option
Exercises in Last Fiscal Year and Fiscal Year End Option Value Table." The
exercise of these options resulted in tax benefits to the Company.
6
<PAGE>
Each of Messrs. Barth, G. Steinberg and Bergman was later loaned an
additional $292,515, payable on December 31, 1997 or earlier demand by the
Company, in connection with the aforementioned exercise of stock options.
PRINCIPAL STOCKHOLDERS
The following table sets forth, to the knowledge of the Company, certain
information regarding the Company's outstanding Common Stock beneficially owned
as of March 31, 1997 (i) by each person who is known by the Company to own
beneficially or exercise voting or dispositive control over more than 5% of the
Company's Common Stock, (ii) by each of the Company's Directors, and (iii) by
all executive officers and Directors as a group:
7
<PAGE>
<TABLE>
<CAPTION>
Approximate
Name and Number of Shares Percentage of
Address of and Nature of Outstanding
Beneficial Owner Beneficial Ownership Shares (1)
<S> <C> <C>
Seymour Barth........................... 1,404,555(2)(3) 25.8%(2)(3)
1220 Market Street
Suite 603
Wilmington, Delaware
Gilbert H. Steinberg.................... 1,042,288(2)(4) 19.1%(2)(4)
1220 Market Street
Suite 603
Wilmington, Delaware
Elliot J. Bergman....................... 925,699(2)(5) 17.0%(2)(5)
1220 Market Street
Suite 603
Wilmington, Delaware
Morris Barth, trustee of various trusts 300,000 5.7%
for the benefit of the descendants of
Seymour Barth.
c/o Astrosystems, Inc.
1220 Market Street
Suite 603
Wilmington, Delaware
Dimensional Fund Advisors Inc........... 269,300(6) 5.2%(6)
1299 Ocean Avenue
11th Floor
Santa Monica, California
Elliot D. Spiro......................... 12,400(7) *
71 South Central Avenue
Valley Stream, New York
Walter A. Steinberg..................... 2,000(7) *
111 Eddy Drive
Huntington Station, New York
All Directors and executive officers 3,344,698(2)(3)(4)(5)(7) 56.7%(2)(3)(4)(5)(7)
as a group (5 persons)
</TABLE>
* Less than 1%
(1) For purposes of the above table, the number of shares of Common Stock owned
and outstanding for a particular person is deemed to include options held
by such person which are exercisable currently or
8
<PAGE>
within sixty days and shares issuable through March 31, 1997 pursuant to
the Company's 401(k) Plan as discussed below.
(2) Includes for each of Messrs. Barth, G. Steinberg and Bergman 21,122 shares
over which they have voting power as trustees under the Company's 401(k)
Plan (including 6,933, 6,649 and 6,649 shares allocated to the accounts of
Messrs. Barth, G. Steinberg and Bergman, respectively).
(3) Includes 224,255 shares issuable pursuant to options which are currently
exercisable. Also includes 250,000 shares held in trust for the benefit of
Mr. Barth's family, as to which trust Mr. Barth serves as co-trustee.
Excludes 110,000 shares held in trust for the benefit of Mr. Barth's
children, as to which shares Mr. Barth disclaims any beneficial interest.
(4) Includes 224,255 shares issuable pursuant to options which are currently
exercisable.
(5) Includes 224,255 shares issuable pursuant to options which are currently
exercisable. Also includes 225,000 shares held in various trusts for the
benefit of Mr. Bergman's family, as to which trusts Mr. Bergman serves as
co-trustee.
(6) Pursuant to a Schedule 13G filed with the Securities and Exchange
Commission, Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 269,300 shares
of the Company's stock as of December 31, 1996, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc. (the "Fund"), a
registered open-end investment company, or in series of the DFA Investment
Trust Company (the "Trust"), a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, for all of which Dimensional serves as investment
manager. According to the Schedule 13G, (i) Dimensional has sole dispositive
power with respect to all such shares and sole voting power with respect to
189,800 shares and (ii) persons who are officers of Dimensional and who also
serve as officers of the Fund and the Trust, in their capacities as such
officers, vote 44,500 shares which are owned by the Fund and 35,000 shares
which are owned by the Trust. Dimensional disclaims beneficial ownership of
all such shares.
(7) Includes 2,000 shares for each of Messrs. Spiro and W. Steinberg issuable
pursuant to options which are currently exercisable.
INDEPENDENT PUBLIC ACCOUNTANTS
On December 18, 1996, Richard A. Eisner & Company, LLP ("Eisner") resigned
as the independent public accountants for the Company since, as it indicated, it
was no longer independent with respect to the Company. Eisner had served as the
Company's independent public accountants since 1967.
9
<PAGE>
Eisner's report on the Company's financial statements as of June 30, 1994
and 1995 and for the years then ended neither contain an adverse opinion or a
disclaimer of opinion nor is modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended June 30, 1994 and 1995 and the period from
July 1, 1995 to December 18, 1996, there were no disagreements with Eisner on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of such firm, would have caused it to make reference to the subject
matter of the disagreement in connection with its report.
The Company is actively seeking but has not yet engaged new independent
public accountants for the fiscal years ended June 30, 1996 and 1997.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's next Annual
Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received by the Company at its principal
executive offices by December 31, 1997 for inclusion in the Company's Proxy
Statement and Form of Proxy relating to such meeting. The Company, however,
intends to hold its next Annual Meeting of Stockholders earlier in the fiscal
year than this year's meeting. Accordingly, the Company recommends that
stockholder proposals intended to be presented at the next Annual Meeting be
submitted well in advance of October 31, 1997, the earliest date upon which the
Company anticipates that the Proxy Statement and Form of Proxy relating to such
meeting will be released to stockholders.
FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1996, as filed with the Securities and Exchange Commission
(excluding exhibits), has been furnished with this Proxy Statement to each
stockholder entitled to vote at the Meeting.
Elliot J. Bergman,
Secretary
Wilmington, Delaware
April 30, 1997
10
<PAGE>
ASTROSYSTEMS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints SEYMOUR BARTH and ELLIOT J. BERGMAN as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
Common Stock of Astrosystems, Inc. (the "Company") held of record by the
undersigned at the close of business on March 31, 1997 at the Annual Meeting of
Stockholders to be held on May 28, 1997 or any adjournment thereof.
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below.
contrary below).
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike such nominee's name from the list below.)
SEYMOUR BARTH GILBERT H. STEINBERG ELLIOT J. BERGMAN
WALTER A. STEINBERG ELLIOT D. SPIRO
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued and to be signed
on next page)
<PAGE>
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted for Proposal 1 and in favor of any proposal to adjourn the meeting in
order to allow the Company additional time to obtain sufficient Proxies with
regard thereto.
DATED:........................., 1997 Please sign exactly as
name appears below. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, admin
istrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name
by the President or other authorized officer. If a
partnership, please sign in full partnership name by
authorized person.
Signature
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
