SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 240.14-11(c) or 240.14a.12
NEW JERSEY STEEL CORPORATION
(Name of Registrant as Specified in Its Charter)
NEW JERSEY STEEL CORPORATION
(Name of Persons Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $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:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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:
<PAGE>
NEW JERSEY STEEL CORPORATION
(A DELAWARE CORPORATION)
-------------------
NOTICE OF
1995 ANNUAL MEETING OF STOCKHOLDERS
-------------------
JUNE 27, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NEW JERSEY
STEEL CORPORATION (the "Company") will be held at The Woodbridge Hilton, 120
Wood Avenue South, Iselin, New Jersey 08830 on Tuesday, June 27, 1995 at 10:00
A.M. for the following purposes as set forth in the attached Proxy Statement:
(1) To elect five (5) directors; and
(2) To consider and act upon such other business as may properly come
before the meeting.
In accordance with the By-Laws, the Board of Directors has fixed the close
of business on May 3, 1995 as the record date for the determination of
stockholders of the Company entitled to notice of and to vote at the meeting.
The transfer books of the Company will not be closed.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT TO THE COMPANY IN THE SELF-ADDRESSED
ENVELOPE ENCLOSED FOR THAT PURPOSE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
By Order of the Board of Directors
Thomas W. Jackson,
Secretary
Dated: May 10, 1995
Sayreville, New Jersey
Requests for additional copies of the proxy material should be addressed to
Treasurer, New Jersey Steel Corporation, North Crossman Road, Sayreville, New
Jersey 08872 and mailed to that address or telecopied to (908) 721-8933.
<PAGE>
NEW JERSEY STEEL CORPORATION
NORTH CROSSMAN ROAD
SAYREVILLE, NEW JERSEY 08872
-------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD 10:00 A.M. JUNE 27, 1995
-------------------
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of New Jersey Steel Corporation (the "Company") for
use at the Annual Meeting of Stockholders of the Company to be held at The
Woodbridge Hilton, 120 Wood Avenue South, Iselin, New Jersey 08830 on Tuesday,
June 27, 1995 at 10:00 A.M., and at any adjournment thereof. Anyone giving a
proxy may revoke it at any time before it is exercised by giving the Secretary
of the Company written notice of the revocation, by submitting a proxy bearing a
later date or by attending the meeting and voting. This statement, the
accompanying notice of meeting, and proxy form have been first sent to
stockholders on or about May 10, 1995.
All properly executed, unrevoked proxies in the enclosed form which are
received in time will be voted in accordance with the stockholder's directions,
and unless contrary directions are given, will be voted for the election as
directors of the nominees described below. A stockholder who abstains from a
vote by registering an abstention vote will be deemed present at the meeting for
quorum purposes but will not be deemed to have voted on the particular matter.
Similarly, in the event a nominee holding shares for beneficial owners votes on
certain matters pursuant to discretionary authority or instructions from
beneficial owners, but with respect to one or more other matters does not
receive instructions from beneficial owners and does not exercise discretionary
authority (a so-called "non-vote"), the shares held by the nominee will be
deemed present at the meeting for quorum purposes but will not be deemed to have
voted on such other matters.
A copy of the Annual Report of the Company for the fiscal year ended
November 30, 1994, including financial statements, is being mailed
simultaneously herewith to all stockholders of record at the close of business
on May 3, 1995. Such Annual Report does not constitute a part of the proxy
solicitation material.
VOTING SECURITIES
Only stockholders of record at the close of business on May 3, 1995, the
date fixed by the Board of Directors in accordance with the By-Laws, are
entitled to vote at the meeting. As of May 3, 1995, the Company had issued and
outstanding 5,893,370 shares of Common Stock, par value $.01 per share. Each
share of Common Stock is entitled to one vote on matters to come before the
meeting.
Set forth below is information concerning the ownership as of May 3, 1995 of
the Common Stock of the Company by the only persons who, to the knowledge of the
Board of Directors, own more than 5% of the outstanding shares. Von Roll Ltd.
has sole voting and investment power over the shares it owns.
NAME AND ADDRESS AMOUNT OWNED PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OF CLASS
- --------------------------------------- ------------ -----------
Von Roll Ltd. 3,561,500 60.4%
CH 4563, Gerlafingen
Switzerland
<PAGE>
A.
ELECTION OF DIRECTORS
Five directors are to be elected at the meeting, each to hold office until
the next annual meeting and until his successor is elected and qualified. The
Company's directors are elected by the stockholders by a plurality of the votes
cast. The nominees of the Board are set forth below. Although the Board of
Directors does not expect that any of the persons named will be unable to serve
as a director, should any of them become unavailable for election, it is
intended that the shares represented by proxies in the accompanying form will be
voted for the election of a substitute nominee or nominees selected by the
Board. The following table sets forth information regarding beneficial ownership
of the Company's Common Stock for each director, nominee and named executive
officer and for all directors and executive officers as a group. Except as
otherwise indicated, each individual named has sole investment and voting power
with respect to the securities shown.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
YEAR FIRST OWNED, DIRECTLY OR PERCENT
NAME OF DIRECTOR/ ELECTED AS PRINCIPAL INDIRECTLY AS OF OF
EXECUTIVE OFFICER AGE A DIRECTOR OCCUPATION/TITLE MAY 3, 1995 CLASS
- ---------------------------- --- ---------- --------------------------------- ------------------ -------
<S> <C> <C> <C> <C> <C>
Walter H. Beebe............. 54 1978 Partner in law firm of Jacobs -0- --
Persinger & Parker since prior to
1990.
H. Georg Hahnloser.......... 51 1978 Chief Operating Officer of Von -0- --
Roll Ltd. since February 1995;
prior thereto Executive Vice
President and Chief Financial
Officer of Von Roll Ltd. since
prior to 1990.
Harvey L. Karp.............. 67 1987 Chairman of the Board of Mueller -0- --
Industries, Inc. since January
1994; prior thereto Chief
Executive Officer and Chairman of
the Board of Mueller Industries,
Inc. from October 1991 to
December 1993; Private Investor
since prior to 1990.
Robert J. Pasquarelli....... 48 1982 President and Chief Executive 27,255 .46%
Officer of the Company since
prior to 1990.
Hans G. Trosch.............. 53 N/A Executive Vice President of Von -0- --
Roll Ltd. and Von Roll Isola
Group Chief Executive Officer
since 1994; prior thereto
President of Swiss Insulating
Works Ltd., a subsidiary of Von
Roll Ltd., since 1993; prior
thereto Manager, Electrical
Systems Division, Switzerland, of
Von Roll Isola since prior to
1990.
Gary Giovannetti............ 44 N/A Vice President-Sales and 15,000 .25%
Marketing of the Company since
June 1991; Employee of the
Company from February 1991 to
June 1991; Vice President-Sales
and Marketing of Northern
Precision Casting Company since
prior to 1990.
Paul Roik................... 43 N/A Vice President-Finance, and 8,700 .15%
Treasurer of the Company since
prior to 1990.
John R. Sullivan............ 49 N/A Vice President-Industrial 400 .01%
Relations of the Company since
prior to 1990.
Joseph Lahita............... 49 N/A Vice President-Operations of the 25,100 .43%
Company since June 1990; Plant
Manager since prior to 1990.
All directors and executive
officers as a group....... 76,455 1.30%
</TABLE>
2
<PAGE>
During the last fiscal year, the Board of Directors held seven meetings. All
incumbent directors attended all of the meetings of the Board. The Board of
Directors has a standing Audit Committee consisting of Messrs. Hahnloser and
Karp. The Audit Committee did not meet in fiscal 1994. The duties of the Audit
Committee are to oversee the audit function of the Company's independent
certified public accountants and to act as a communication link between the
Board of Directors and such certified public accountants. The Board of Directors
does not have a standing executive, nominating or compensation committee, or any
committees performing similar functions. Each of the directors has served
continuously since the year in which he was first elected.
Except as set forth below, none of the nominees is a director of any company
(other than the Company) which is subject to the reporting requirements of the
Securities Exchange Act of 1934 or which is a registered investment company
under the Investment Company Act of 1940.
<TABLE>
<CAPTION>
NAME OF NOMINEE DIRECTOR OF
- ----------------------------------------------------------------- ---------------------------
<S> <C>
Harvey L. Karp................................................... Mueller Industries, Inc.
Robert J. Pasquarelli............................................ Mueller Industries, Inc.
</TABLE>
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth individual compensation
information for each of the Company's last three fiscal years on the Chief
Executive Officer ("CEO") and the four other most highly paid executive officers
who were serving as such at the end of the Company's fiscal year ended November
30, 1994 and whose total annual salary and bonus for such fiscal year exceeded
$100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION
--------------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- -------------------------------------- ---- -------- ------- ------------ ---------------
(IN SHARES)
<S> <C> <C> <C> <C> <C>
Robert J. Pasquarelli................. 1994 $235,000 $ -- -- $62,598
CEO, President 1993 225,000 25,000 -- 61,236
1992 212,000 50,000 -- 55,587
Paul Roik............................. 1994 136,000 -- -- 28,109
Vice President--Finance, and 1993 131,000 -- -- 28,820
Treasuer 1992 123,000 20,000 -- 24,365
Gary Giovannetti...................... 1994 127,000 -- -- 26,849
Vice President--Sales and Marketing 1993 122,000 -- -- 24,760
1992 115,000 -- 7,500 23,490
Joseph Lahita......................... 1994 116,000 -- -- 25,309
Vice President--Operations 1993 111,000 -- -- 23,220
1992 105,000 -- -- 22,396
John R. Sullivan...................... 1994 112,000 -- -- 5,130
Vice President--Industrial Relations 1993 108,000 -- -- 3,845
1992 102,000 -- -- 12,026
<FN>
- ------------
(1) Includes amounts allocated under the Company's Executive Thrift Savings Plan and the Company's Profit
Sharing Plan. For 1994, the amounts allocated under the Company's Executive Thrift Savings Plan and
the Company's Profit Sharing Plan were, respectively, as follows: Robert J. Pasquarelli--$38,948,
$23,650; Paul Roik--$19,901, $8,208; Gary Giovannetti--$18,641, $8,208; Joseph Lahita--$17,101, $8,208;
and John R. Sullivan--$0, $5,130.
</TABLE>
The above table does not include any amounts for personal benefits because,
in any individual case, such amounts do not exceed the lesser of $50,000 or 10%
of such individual's cash compensation.
The Company has an employment agreement with Robert J. Pasquarelli which
expires in September 1996. The agreement provides for an annual base salary,
presently at $235,000 per year plus an incentive bonus. In the event there is a
"Change in Control of the Company", as defined generally in the employment
agreement to occur if Von Roll no longer controls 50% of the voting stock of the
Company, Mr. Pasquarelli will have the option to terminate his employment and
receive for a period of
3
<PAGE>
two years following such termination the salary and incentive bonus he would
have received had he not terminated his employment.
COMPENSATION OF DIRECTORS
Mr. Karp's receives an annual director's fee of $30,000. In addition, Mr.
Karp is paid $1,000 per meeting attended plus reasonable travel expenses. Mr.
Pasquarelli, who is an employee of the Company, receives no director's fee. Mr.
Beebe, a member of Jacobs Persinger & Parker, general counsel to the Company,
receives no director's fee for serving as a director of the Company.
OPTION TABLE
The following table sets forth option exercise activity in the last fiscal
year and the fiscal year-end option values with respect to the CEO and each of
the executive officers named in the Summary Compenstion Table. There were no
grants of stock options made during fiscal 1994.
<TABLE>
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED NOVEMBER 30, 1994
AND NOVEMBER 30, 1994 OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUES OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
11/30/94 11/30/94
SHARES --------------- ------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- -------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Pasquarelli............... -- -- 27,130 /-- $275,370 /--
Gary Giovannetti.................... -- -- 12,500 /2,500 $54,375 /$18,750
Paul Roik........................... -- -- -- /-- -- /--
John R. Sullivan.................... -- -- -- /-- -- /--
John Lahita......................... -- -- 25,000 /-- $112,500 /--
</TABLE>
BOARD REPORT
The Company's executive compensation program is administered by four
independent non-employee directors of the Company and the CEO of the Company.
Specific duties of the Board as they relate to executive compensation include
reviewing, reporting and recommending compensation actions relative to base
salaries, bonus awards and other executive compensation issues. In accordance
with the rules and regulations established by the Securities and Exchange
Commission, the Company is required to disclose certain compensation policies
and practices applicable to the CEO and all other officers regarding
compensation actions taken in 1994. For this purpose, the Board has prepared the
following report.
Officer Compensation Policy
The Board supports several important policies as a framework for
administering the executive compensation program. These policies are designed to
provide levels of compensation that integrate pay with the Company's performance
objectives and to attract, motivate and retain key executives who are critical
to the Company's success.
Currently, executive compensation is comprised of base salary and annual
incentive opportunities. Base salary represents the most significant portion of
officer compensation.
Base Salaries
The base salaries for the Company's officers are reviewed annually. Any
increases reflect consideration of individual performance contributions over the
past year, Company performance, economic conditions, consideration of data
regarding competitor companies and input from the Company's CEO. Salaries of the
Named Executive Officers increased modestly in 1994.
4
<PAGE>
1994 Bonus Awards
No officer was awarded a bonus with respect to 1994.
1994 Stock Awards
The Corporation's Incentive Stock Option Plan (the "Stock Plan") is
administered by the non-employee directors of the Company and is designed to
align a portion of the executive compensation program with shareholder
interests. The Stock Plan permits the granting of incentive stock options to key
employees at 100% of the fair market value. Options have been granted at the
sole discretion of the Board and after consideration of individual performance.
Under the terms of the Stock Plan there are currently no shares reserved for
issuance for future option grants. There were no grants of stock options made to
the Named Executive Officers during fiscal 1994.
1994 Profit Sharing
The Company's Profit Sharing Plan provides for the allocation of a specified
percentage of pre-tax profits as additional incentive compensation for all
employees, including hourly employees. The CEO is allocated a fixed portion of
such of pre-tax profits under the plan and the balance is allocated to Executive
Officers and other employees based on the recommendation of the CEO.
PERFORMANCE GRAPH
The graph below provides a comparison of cumulative total shareholder
returns (including reinvestment of dividends) assuming $100 was invested on
November 30, 1989 in New Jersey Steel Corporation's common stock, Standard &
Poor's 500 Index and the Standard & Poor's Steel Index for the fiscal years
ended November 30, 1990 through 1994.
COMPARISON OF CUMULATIVE
TOTAL SHAREHOLDER RETURN
[Graph]
1989 1990 1991 1992 1993 1994
S&P Steel Index $100 $77 $92 $127 $164 $171
S&P 500 $100 $97 $116 $138 $151 $153
NJ Steel $100 $73 $91 $140 $134 $132
5
<PAGE>
CERTAIN TRANSACTIONS
The Company has a Technical Services and Management Consulting Agreement
with Von Roll Ltd. pursuant to which Von Roll Ltd. provides certain management
and operational services to the Company. The fee payable under the Agreement is
renegotiated annually. The Company paid $450,000 in fiscal 1994 and has agreed
to pay to Von Roll Ltd. a fee of $450,000 based upon anticipated services for
fiscal year 1995. The terms of any extension, amendment or modification of the
Agreement will be no less favorable to the Company than those that could be
obtained from unaffiliated third parties. The amount of the annual fee and the
terms of any extension, amendment or modification will be approved by the Board
of Directors and a majority of the directors who are not employees of the
Company or Von Roll Ltd.
The Company on occasion makes loans to employees primarily in connection
with their purchases of housing. At November 30, 1994 there was an outstanding
loan of $189,000 to Mr. Roik. Mr. Roik's loan bears interest at the rate of 7.5%
per annum and matures in November of 1996. There also was an outstanding loan of
$150,000 to Mr. Giovannetti. Mr. Giovannetti's loan bears interest at the rate
of 7.5% per annum and matures in April of 1997. There was also an outstanding
loan of $75,000 to Mr. Pasquarelli. Mr. Pasquarelli's loan bears interest at the
rate of 7.5% per annum and matures in February 1997.
Hans G. Trosch, a nominee for director of the Company, and H. George
Hahnloser, a director of the Company, are executive officers of Von Roll Ltd.,
the majority stockholder of the Company.
Walter H. Beebe, a director, and Thomas W. Jackson, Secretary of the
Company, are partners in the law firm of Jacobs Persinger & Parker, general
counsel to the Company. Jacobs Persinger & Parker also provides legal services
to Von Roll Ltd. and its subsidiaries. During the fiscal year ended November 30,
1994, the Company made payments to that firm for services rendered and
disbursements incurred aggregating $161,397.
In August 1988, the Company acquired for $2 million approximately one third
of the common stock of A.J. Ross Logistics, Inc. ("A.J. Ross"), a publicly held
steel fabricator and customer of the Company located in Keasbey, New Jersey. In
November 1990, the Company entered into a $16 million sale leaseback transaction
whereby it purchased A.J. Ross' land and buildings located in Keasbey, New
Jersey. This property, consisting of 27 acres including a deep water dock and
700 ft. of frontage on the North Shore of Raritan Bay, was purchased for
approximately a $5.1 million mortgage assumption, which was immediately repaid,
and the reduction of $10.9 million in trade receivables due the Company from
A.J. Ross. The land and building are classified as real estate held for
investment in the Company's consolidated financial statements. In November 1993,
A.J. Ross filed for bankruptcy. As a result of the bankruptcy, the Company
charged approximately $5.2 million to selling, general and administrative
expense in November 1993 to write off trade receivables due from A.J. Ross.
Additionally, the Company has a claim for $750,000 against a creditor of A.J.
Ross. In fiscal 1992, the Company had written off its initial $2 million
investment in A.J. Ross.
B.
OTHER MATTERS
The Board of Directors knows of no matters which will be presented for
consideration at the meeting other than the matters referred to in this
statement. Should any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their best judgment.
6
<PAGE>
AUDITORS
KPMG Peat Marwick LLP has audited the accounts of the Company for a number
of years and has been appointed by the Board of Directors to continue in that
capacity for the fiscal year ending November 30, 1995.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting of Stockholders of the Company and will be available to respond to
appropriate questions and to make a statement if they desire to do so.
SOLICITATION OF PROXIES
The Company will bear the cost of this solicitation of proxies. In addition
to solicitation of proxies by mail, proxies may be solicited to a limited extent
by telephone, telegraph or personal interview by directors, officers and
employees of the Company, if necessary to insure satisfactory representation at
this meeting. Such solicitation will be without cost to the Company, except for
actual out-of-pocket communication charges. Brokers, nominees or other persons
holding stock in their names for others may be reimbursed for their charges and
expenses in forwarding proxies and proxy material to the beneficial owners of
such stock.
STOCKHOLDER PROPOSALS
From time to time, stockholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at the
annual meetings. To be considered, proposals must be submitted on a timely
basis. Proposals for the 1996 meeting must be received by the Company no later
than January 10, 1996.
By Order of the Board of Directors
Thomas W. Jackson,
Secretary
Dated: May 10, 1995
UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER OF THE COMPANY, THE COMPANY WILL
PROVIDE TO SUCH STOCKHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR 1994, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED
TO TREASURER, NEW JERSEY STEEL CORPORATION, NORTH CROSSMAN ROAD, SAYREVILLE, NEW
JERSEY 08872. THERE WILL BE NO CHARGE FOR SUCH REPORT UNLESS ONE OR MORE
EXHIBITS THERETO ARE REQUESTED, IN WHICH CASE THE COMPANY'S REASONABLE EXPENSES
OF FURNISHING SUCH EXHIBITS MAY BE CHARGED.
All stockholders are urged to fill in, sign and mail the enclosed Proxy
promptly whether or not you expect to attend the meeting. If you are mailing
your Proxy, kindly do so sufficiently in advance of the meeting date so that it
will be received in time to be counted at the meeting.
7
<PAGE>
NEW JERSEY STEEL CORPORATION
SOLICITED BY BOARD OF DIRECTORS FOR
P ANNUAL MEETING OF STOCKHOLDERS
June 27, 1995
R
The undersigned hereby appoints Robert J. Pasquarelli, Paul Roik and
O Thomas W. Jackson, and each of them acting alone, with full power of
substitution, proxies to vote the Common Stock of the undersigned at
X the 1995 Annual Meeting of Stockholders of NEW JERSEY STEEL CORPORATION
to be held at The Woodbridge Hilton, 120 Wood Avenue South, Iselin,
Y New Jersey 08830 on Tuesday, June 27, 1995 at 10:00 A.M., and any
adjournments thereof, for the election of directors as set forth in
the Proxy Statement of the Board of Directors dated May 10, 1995, and
upon all other matters which come before said meeting or any adjournment
thereof.
SEE REVERSE
SIDE
<PAGE>
Please mark your 9251
X votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the election
of directors in proposal 1.
A vote FOR is recommended by the Board of Directors
FOR WITHHELD
1. Election of
five (5)
Directors listed
W.H. Beebe, H.G. Hahnloser, H.L. Karp, R.J. Pasquarelli and H.G. Trosch
For, except vote withheld from the following nominee(s)
- ------------------------------------------------
Receipt of the Notice of Annual
Meeting of Stockholders and
accompanying Proxy Statement of
the Board of Directors is
acknowledged.
Please mark, date, sign and mail
your proxy promptly in the
envelope provided.
SIGNATURE DATE
----------------------------------- ---------------------------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If signing as a corporation, please give full
corporate name by authorized officer.
