<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SHOWSCAN ENTERTAINMENT 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 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 (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:
------------------------------------------------------------------------
<PAGE> 2
SHOWSCAN ENTERTAINMENT INC.
3939 LANDMARK STREET
CULVER CITY, CALIFORNIA 90232
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, AUGUST 17, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Showscan Entertainment Inc. (the "Company") will be held at 3939 Landmark
Street, Culver City, California on Thursday, August 17, 1995 at 10:00 a.m. for
the following purposes:
(1) To elect members of the Board of Directors to serve
until the next annual meeting of stockholders;
(2) To ratify the appointment by the Board of Directors
of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ending March 31, 1996; and
(3) To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on Tuesday,
June 20, 1995 as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting. Only stockholders at the close of
business on the record date are entitled to vote at the meeting.
Accompanying this Notice are a Proxy and Proxy Statement. IF YOU WILL
NOT BE ABLE TO ATTEND THE MEETING TO VOTE IN PERSON PLEASE COMPLETE, SIGN AND
DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. The Proxy may be revoked at any time prior to its exercise at the
meeting.
By Order of the Board of Directors,
W. Tucker Lemon
--------------------------
W. Tucker Lemon
Secretary
Culver City, California
July 18, 1995
<PAGE> 3
SHOWSCAN ENTERTAINMENT INC.
3939 LANDMARK STREET
CULVER CITY, CALIFORNIA 90232
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 17, 1995
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the stockholders of Showscan
Entertainment Inc., a Delaware corporation (the "Company"), in connection with
the solicitation of proxies by and on behalf of the Board of Directors of the
Company. The proxies solicited hereby are to be voted at the Annual Meeting of
Stockholders of the Company to be held on August 17, 1995, and at any and all
adjournments thereof (the "Annual Meeting").
A form of proxy is enclosed for your use. The shares represented by
each properly executed, unrevoked proxy will be voted as directed by the
stockholder executing the proxy. If no direction is made, the shares
represented by each properly executed, unrevoked proxy will be voted "FOR":
(i) the election of management's nominees for the Board of Directors; and (ii)
the ratification of the appointment of Ernst & Young LLP. With respect to any
other item of business that may come before the Annual Meeting, the proxy
holders will vote the proxy in accordance with their best judgment.
Any proxy given may be revoked at any time prior to the exercise thereof
by filing with W. Tucker Lemon, Secretary of the Company, an instrument
revoking such proxy or by the filing of a duly executed proxy bearing a later
date. Any stockholder present at the meeting who has given a proxy may
withdraw it and vote his or her shares in person if such stockholder so
desires.
It is contemplated that the solicitation of proxies will be made
primarily by mail. Should it, however, appear desirable to do so in order to
ensure adequate representation of shares at the Annual Meeting, officers,
agents and employees of the Company may communicate with stockholders, banks,
brokerage houses and others by telephone, telegraph, or in person to request
that proxies be furnished. All expenses incurred in connection with this
solicitation will be borne by the Company. In following up the original
solicitation of proxies by mail, the Company may make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to send proxies
and proxy material to the beneficial owners of the shares eligible to vote at
the Annual Meeting and will reimburse them for their expenses in so doing. The
Company has no present plans to hire special employees or paid solicitors to
assist in obtaining proxies, but reserves the option of doing so if it should
appear that a quorum otherwise might not be obtained. This Proxy Statement and
the accompanying form of proxy are first being mailed to stockholders on or
about July 18, 1995.
1
<PAGE> 4
VOTING SECURITIES
Only holders of record of the Company's voting securities at the close
of business on June 20, 1995 are entitled to notice of and to vote at the
Annual Meeting. As of June 20, 1995, the Company had issued and outstanding
the following securities, the holders of which are entitled to vote at the
Annual Meeting: (i) 5,248,859 shares of the Company's Common Stock, $.001 par
value ("Common Stock"); (ii) 150,000 shares of the Company's Series A
Convertible Preferred Stock ("Series A Preferred Stock"); and (iii) 49,000
shares of the Company's Series C Convertible Preferred Stock ("Series C
Preferred Stock"). Each share of Common Stock that was issued and outstanding
on June 20, 1995 is entitled to one vote at the Annual Meeting and each share
of Series A Preferred Stock and Series C Preferred Stock is entitled to the
number of votes it would have if it were fully converted into Common Stock.
The presence, in person or by proxy, of stockholders entitled to cast at least
a majority of the votes entitled to be cast by all stockholders will constitute
a quorum for the transaction of business at the Annual Meeting.
Directors will be elected by a plurality of the votes cast. Only votes
cast for a nominee will be counted, except that each properly executed,
unrevoked proxy will be voted for the five management nominees for the Board of
Directors in the absence of instructions to the contrary. Abstentions, broker
non-votes and instructions on a proxy to withhold authority to vote for one or
more of such nominees will result in the respective nominees receiving fewer
votes.
Abstentions may be specified as to all proposals to be brought before
the Annual Meeting other than the election of directors. Approval of each of
the other proposals to be brought before the Annual Meeting (not including the
election of directors) will require the affirmative vote of at least a majority
in voting interest of the stockholders present in person or by proxy at the
Annual Meeting and entitled to vote thereon. As to those proposals, if a
stockholder abstains from voting on a proposal it will have the effect of a
negative vote on that proposal, but if a broker indicates that it does not have
authority to vote certain shares, those votes will not be considered as shares
present and entitled to vote at the Annual Meeting with respect to that
proposal and therefore will have no effect on the outcome of the vote.
2
<PAGE> 5
ELECTION OF DIRECTORS
NOMINEES
Directors are elected at each annual meeting of the stockholders and
hold office until their respective successors are elected and qualified. The
Board of Directors is of the opinion that the election to the Board of
Directors of the persons identified below, all of whom are currently serving as
directors of the Company and have consented to continue to serve if elected,
would be in the best interests of the Company. The names of such nominees are
as follows:
William D. Eberle
William C. Soady
Charles B. Moss, Jr.
Thomas R. DiBenedetto
Kurt C. Hall
The shares of each properly executed, unrevoked proxy will be voted FOR
the election of all of the above named nominees unless the stockholder
executing such proxy indicates that the proxy shall not be voted for all or any
one of the nominees. If for any reason any nominee should, prior to the Annual
Meeting, become unavailable for election as a director, an event not now
anticipated, the proxies will be voted for such substitute nominee, if any, as
may be recommended by the Board of Directors. In no event, however, shall the
proxies be voted for a greater number of persons than the number of nominees
named.
MEETINGS; ATTENDANCE; COMMITTEES
The Board of Directors of the Company met 11 times during the fiscal
year ended March 31, 1995 either in person or by unanimous written consent.
Each incumbent member who was a director during the past fiscal year attended
in person or by telephone every meeting of the Board of Directors during the
period that such person was a member of the Board of Directors.
The Board of Directors of the Company has an Audit Committee. The
members of the Audit Committee currently are Mr. Eberle, Mr. Moss, Mr.
DiBenedetto and Mr. Hall. The Audit Committee met twice last fiscal year and
all members of the committee at each such time were in attendance. The duties
of the Audit Committee are to review and act or report to the Board of
Directors with respect to various audit and accounting matters, including the
annual audits of the Company (and their scope), the annual selection of the
independent auditors of the Company, the nature of the services to be performed
by and the fees to be paid to the independent auditors of the Company, and
making "fairness" determinations concerning transactions between the Company
and its directors and officers. The members of the Audit Committee do not
receive any meeting fees.
The Nominating Committee currently is composed of Mr. Eberle and Mr.
Soady. The Nominating Committee makes recommendations to the full Board of
Directors concerning nominees for election as directors of the Company. The
Nominating Committee has recommended to the Board of Directors the five
nominees presented herein. The Nominating Committee will consider the possible
nomination as directors of persons recommended by stockholders. Any such
recommendations should be in writing and should be mailed or delivered to the
Company, marked for the attention of the Nominating Committee, on or before the
date for receipt of stockholder proposals for the next annual meeting. See
"Submission of Stockholder Proposals."
The Compensation Committee currently consists of Mr. Eberle, Mr. Moss,
Mr. DiBenedetto and Mr. Hall. The Compensation Committee administers the
Company's stock option plans and establishes the compensation of the Company's
executive officers. The Compensation Committee met three times last year and
all members of the committee at each such time were in attendance.
3
<PAGE> 6
MANAGEMENT OF THE COMPANY
Set forth below is certain information with respect to the directors and
executive officers of the Company:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE TITLE SINCE
---- --- ----- -----
<S> <C> <C> <C>
William D. Eberle 71 Chairman of the Board of Directors 1988
William C. Soady 51 President, Chief Executive Officer and 1994
Director
Charles B. Moss, Jr. 50 Director 1993
Thomas R. DiBenedetto 45 Director 1993
Kurt C. Hall 35 Director 1994
Dennis Pope 50 Executive Vice President and Chief --
Financial Officer
Gregory W. Betz 46 Vice President and Director of Finance --
W. Tucker Lemon 33 Vice President, General Counsel --
and Secretary
Michael B. Ellis 44 Vice President-Engineering and --
Product Development
J. Chuck Allen 51 Vice President-Theatre Operations --
Peter D. Henton 48 Vice President-Production --
</TABLE>
William D. Eberle was elected Chairman of the Board of Directors of the
Company in May 1993. Mr. Eberle has been a private investor in various
companies for more than five years. He currently is also the chairman of
Greenwich Entertainment Group and a director of Ampco Pittsburgh Corp.,
Mitchell Energy & Development Corp., Mid-States Plc., Horace Small Plc.,
America Service Group, Fibreboard, Inc., Ventura Entertainment Group and Sirrom
Capital Corporation. Mr. Eberle served as the U.S. Trade Representative for
President Nixon and President Ford. In addition, he served as the President's
Special Representative for Trade Negotiations from 1971 through 1975, and as
the executive director of the Cabinet Council on International Economics from
1974 to 1975. Other positions previously held by Mr. Eberle include Chairman
of the Board, President and Chief Executive Officer of American Standard, Inc.
and officer and director of Boise Cascade Corp.
William C. Soady was appointed the President and Chief Executive Officer
of the Company in March 1994, and was elected as a director of the Company in
April 1994. Prior to joining the Company, Mr. Soady served as Executive Vice
President of Distribution at Tri Star Pictures, Inc. from September 1988 to
July 1992, at which time he was promoted to President of Domestic Distribution
of Tri-Star Pictures, Inc., the position he held immediately prior to joining
the Company. Mr. Soady has been involved in motion picture distribution in
various capacities for over 20 years, including serving as President of
Universal Pictures Distribution.
Charles B. Moss, Jr. has been the President and Chief Executive Officer
of The B.S. Moss Enterprises, Inc. since 1979. Mr. Moss is also a director of
Robins Cinemas, Ltd., a United Kingdom corporation.
Thomas R. DiBenedetto has served as the President of Junction Investors,
Ltd. since 1991 and as the President of Boston International Group since 1983.
He is also currently a director of National Wireless Inc. and of Alexander's,
Inc.
Kurt C. Hall has been the Executive Vice President and Chief Financial
Officer of United Artists Theatre Circuit, Inc. ("UA") since 1992. Mr. Hall
held several positions with United Artists Entertainment Company, the
predecessor to UA, since joining that company in 1988, including Director of
Finance from 1988 to 1990 and Vice President and Treasurer from 1990 to 1992.
4
<PAGE> 7
Dennis Pope has been Executive Vice President and Chief Financial
Officer of the Company since late May 1994. From January 1993 until May 1994,
Mr. Pope was the Managing Partner - Entertainment Business Group with Kenneth
Leventhal & Company. Prior to joining Kenneth Leventhal, Mr. Pope had served
as a consultant to that firm on entertainment industry matters in November and
December 1992. Mr. Pope took an extended family sabbatical from January 1990
to October 1992. Prior to that, Mr. Pope had served for the Weintraub
Entertainment Group, Inc. from October 1986 until December 1989 in a number of
roles, including Executive Vice President, Chief Financial Officer, Assistant
Corporate Secretary and also served on the Board of Directors (including the
Executive Committee).
Gregory W. Betz joined the Company as Controller in June 1986, was
promoted to Vice President-Controller in December 1990, and became the
Company's Vice President and Director of Finance in October 1993. From 1985 to
1986, Mr. Betz was Division Controller of Tatco Investments, a real estate
company.
W. Tucker Lemon joined the Company as Vice President, General Counsel
and Secretary in August 1994. From February 1993 until he joined the Company,
Mr. Lemon was of counsel to Corey, Croudace, Dietrich & Dragun where he
specialized in corporate finance and secured lending matters. Prior thereto,
Mr. Lemon was associated with Latham & Watkins. Mr. Lemon received his AB
degree from Princeton University and his J.D. from the University of Virginia.
Michael B. Ellis joined the Company as its Vice President-Engineering
and Product Development in July 1994. From February 1993 until he joined the
Company, Mr. Ellis was a consultant providing technical support to
entertainment and commercial construction industries. Mr. Ellis was the
Corporate Director-Engineering and Project Development of Knott's Berry Farm
from May 1989 through February 1993 and held various technical management
positions within divisions of Pepsico, Inc. from 1978 to 1989, including most
recently the position of Corporate Director of Engineering for Taco Bell.
J. Chuck Allen joined the Company as Vice President-Theatre Operations
in April 1994. During the 25 years prior to joining the Company, Mr. Allen
held a number of positions at Mann Theatres, including most recently the office
of Executive Director of Theatre Operations.
Peter D. Henton joined the Company as its Production Supervisor in
December 1991 and became its Director-Film Operations in May 1992. Mr. Henton
became the Company's Vice President-Film Operations in October 1993 and its
Vice President - Production in March, 1995. Prior to joining the Company, Mr.
Henton had been an independent film and television producer since 1972.
The Company has four wholly owned subsidiaries (Showscan Productions,
Inc., Showscan CityWalk, Inc., Showscan Attractions, Inc. and Showscan
Framingham, Inc.). Showscan Attractions, Inc. currently owns 50% of the
outstanding capital stock of Cinemania (UK) Limited. Mr. Soady is the sole
director and President of Showscan Productions, Inc., Showscan CityWalk, Inc.,
Showscan Attractions, Inc. and Showscan Framingham, Inc. Mr. Pope is the Chief
Financial Officer or Treasurer of these subsidiaries, and Mr. Lemon is the
Secretary of these subsidiaries. Mr. Soady, Mr. Allen, Mr. Moss and Mr. Lemon
are the directors of Cinemania (UK) Limited.
5
<PAGE> 8
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following tables set forth certain information concerning the annual
and long-term compensation for services rendered to the Company in all
capacities for the fiscal years ended March 31, 1995, 1994 and 1993 of (i) all
persons who served as the Chief Executive Officer of the Company during the
fiscal year ended March 31, 1995 and (ii) each of the other executive officers
of the Company whose total annual salary and bonus during the fiscal year ended
March 31, 1995 exceeded $100,000. (The Chief Executive Officer and the other
named officers are collectively referred to as the "Named Executives.")
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------------- Long-Term
Compensation Award
Name and Principal Position Year Salary ($) Bonus ($) Options (#)
--------------------------- --------- ---------------- -------------- ------------------
<S> <C> <C> <C> <C>
William C. Soady, President
and Chief Executive Officer . . . . . 1995 $350,000(1) $ 50,000 -0-
1994 $ -0-(2) $ -0- 250,000
Dennis Pope, Executive Vice President
and Chief Financial Officer . . . . . . 1995 $152,308 $ -0- 150,000
Seth A. Foster, Vice-President-Sales
& Marketing . . . . . . . . . . . . . . 1995 $226,975(1)(3) $ -0- 10,000
1994 $ 78,255(1)(3) $ -0- -0-
1993 $ 70,000 $ -0- 7,500
</TABLE>
- ------------
(1) In addition to the amounts shown in the table, certain of the Named
Executives received an automobile allowance. While each Named Executive
may derive personal benefit from this perquisite, the benefit did not
exceed the lesser of $50,000 or 10% of such Named Executive's salary and
bonus.
(2) Mr. Soady became President and Chief Executive Officer in March 1994 and
did not receive compensation for such services during the fiscal year
ending March 31, 1994.
(3) Mr. Foster's compensation consisted of a base salary of $70,000 plus
commissions on certain sales of Showscan equipment and films. Mr.
Foster resigned from all positions that he held with the Company
effective as of May 12, 1995.
6
<PAGE> 9
The following table provides information on stock options granted in the
fiscal year ended March 31, 1995 to the Named Executives.
OPTIONS GRANTED IN FISCAL YEAR ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------
Potential Realizable
Percentage of Value at Assumed Annual
Total Options Rates of Stock Appreciation
Granted to Exercise or for Option Term (3)
Options Employees in Base Price Expiration ---------------------------
Name Granted Fiscal Year (per share) Date 5% 10%
- --------------------- ------------- ----------- ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. Soady -0- N/A N/A N/A N/A N/A
Dennis Pope 150,000(1) 49% 8.125(2) 5/16/04 $766,500 $1,942,350
Seth A. Foster 10,000(4) 3% 9.0625(2) 8/18/04 $ 56,995 $ 144,435
</TABLE>
_____________
(1) All options are exercisable in cumulative 25% annual installments
commencing one year from the date of grant.
(2) All options were granted at market value (the closing stock price for
the Company's Common Stock as reported on the Nasdaq National Market) on
the date of grant.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated that the
stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated stock price. No gain to the optionee is possible unless the
stock price increases over the option term, which will benefit all
stockholders.
(4) Mr. Foster resigned as an officer of the Company in May 1995 and, as a
result, all of these options expired without vesting in June 1995.
The following table contains information concerning stock options
exercised in the last fiscal year and stock options remaining unexercised on
March 31, 1995 with respect to the Named Executives.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 31, 1995
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END (1)
------------------------- -------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. Soady -0- -0- 62,500 187,500 -0- -0-
Dennis Pope -0- -0- -0- 150,000 -0- -0-
Seth A. Foster -0- -0- 4,500 13,000 $3,375 $2,250
</TABLE>
- -------------
(1) Value is determined by subtracting the exercise price from the fair
market value (the closing price for the Company's Common Stock as
reported on the Nasdaq National Market) as of March 31, 1995 ($5.75 per
share) and multiplying the resulting number by the number of underlying
shares of Common Stock.
7
<PAGE> 10
Director Compensation. Members of the Board of Directors who are not
officers of the Company receive a fee of $500 for each Board meeting that they
attend and are also reimbursed for the travel expenses incurred to attend such
meetings.
Board of Director Interlocks and Insider Participation. The
Compensation Committee of the Board of Directors made all compensation
determinations during the past fiscal year for the Company's executives.
William C. Soady was, during the fiscal year ended March 31, 1995, both an
officer and a director of the Company though he was not a member of the
Compensation Committee.
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements. Mr. Soady has entered into an employment agreement, dated March
3, 1994 (the "Employment Agreement"), with the Company, Showscan CityWalk
Venture, Showscan CityWalk, Inc., Showscan Attractions Venture and Showscan
Attractions, Inc. pursuant to which he will be the President and Chief
Executive Officer of the Company, Showscan CityWalk, Inc. and Showscan
Attractions, Inc. and the principal executive officer of Showscan CityWalk
Venture and Showscan Attractions Venture. (Showscan CityWalk Venture and
Showscan Attractions Venture are joint ventures between subsidiaries of the
Company and affiliates of Mr. Moss and Mr. DiBenedetto, two directors of the
Company.) The Employment Agreement provides for a three-year term (the "Term")
of employment with subsequent one-year renewals if the Company and Mr. Soady
agree in writing to renew the Employment Agreement before it is terminated.
Pursuant to the Employment Agreement, Mr. Soady will receive an annual salary
of at least $350,000 and a performance-based bonus that is tied to an annual
business plan prepared by Mr. Soady and approved by the Board of Directors.
For the fiscal year ended March 31, 1995, Mr. Soady's bonus under his
Employment Agreement was $50,000. Mr. Soady also received options to purchase
250,000 shares of Common Stock at an exercise price of $6.875 per share.
Pursuant to a related letter agreement, dated March 3, 1994, DiBenedetto O&O
Limited Partnership and Moss Family O&O Corp., two of the parties in the
Showscan CityWalk Venture, have each also agreed to pay Mr. Soady 5% of certain
cash distributions made to them by the Showscan CityWalk Venture. Mr. Soady
may terminate the Employment Agreement if (i) his authority and
responsibilities are materially reduced and, if after written objection
submitted by Mr. Soady to the Company's Board of Directors, such reduction is
not reversed, or (ii) upon a change in control of the Company contrary to the
desire of the Company's Board of Directors where (i) is also applicable. In
such event, or if the Company terminates Mr. Soady's employment without cause
(where "cause" is defined to mean a material breach of the Employment
Agreement, gross misconduct, habitual negligence, conviction of a felony
involving moral turpitude or commission of fraud, misappropriation of funds or
embezzlement), the Company is obligated to pay Mr. Soady the salary that would
have been due under the remainder of the initial Term or of any renewals, as
applicable, as such payments would otherwise be due, and any bonus payment that
may have accrued prior to the date of termination (subject to mitigation).
Mr. Pope has entered into an employment agreement, dated May 3, 1994,
and amended on June 15, 1995, pursuant to which he will be Executive Vice
President and Chief Financial Officer of the Company. The agreement is
terminable by either Mr. Pope or the Company upon 30 days notice to the other
party. However, if the Company terminates the agreement without cause (where
"cause" is defined to mean conviction of a felony, commission of fraud or
embezzlement, neglect of duties, death, permanent disability or breach of duty
of loyalty to the Company), then the Company is obligated to pay Mr. Pope his
salary and benefits for up to one year, subject to Mr. Pope's best efforts to
mitigate such obligation. In addition, the Company granted Mr. Pope options to
purchase 150,000 shares of the Company's Common Stock at $8.125 per share.
Such warrants or options will vest at the rate of 25% per year, commencing on
the first anniversary of the agreement.
BOARD COMPENSATION REPORT
Executive Officer Compensation Policy. During the last completed fiscal
year, the Compensation Committee of the Board of Directors of the Company made
all executive compensation determinations, including the issuance of stock
options under the Company's existing stock option plans.
8
<PAGE> 11
The executive officer compensation policy of the Compensation Committee
is designed to provide competitive levels of salaries to attract and retain
qualified executives, and to grant its executives equity incentives, in the
form of stock options, to enhance the long-term growth of the Company.
Accordingly, the Company's goal is to establish the base salaries for its
executive officers within the range of salaries for persons holding
similarly-responsible positions at other similar companies, and grants such
executives options or warrants to purchase the Company's Common Stock. The
Board views stock options as an important component of its long-term,
performance-based compensation philosophy. The number of options granted is
determined by the subjective evaluation of the executive's ability to influence
the Company's long-term growth and profitability. All options are granted at
the current market price. Since the value of an option bears a direct
relationship to the Company's stock price, it is an effective incentive for
managers that also creates value for stockholders. In order to retain and
motivate executives, the options typically vest in installments over four
years.
The Board of Directors will, however, consider awarding additional
discretionary annual cash bonuses to its executive officers based, primarily,
on the Company's overall performance and, to a lesser extent, on the
contribution each executive made to the Company's success. In keeping with its
compensation philosophy that bonuses should reflect increases in stockholder
value, the Board did not grant any bonuses to any of its executives during the
past fiscal year. However, Mr. Soady earned a bonus of $50,000 under the terms
of his Employment Agreement. The Compensation Committee has recently begun to
establish a bonus pool for officers of the Company that is tied to the
Company's performance. Under this bonus plan, certain percentages of the
Company's annual earnings would be contributed to the pool based upon the
achievement of earnings goals established each year by the Board. In no event
can the amounts contributed to the pool in any one year exceed (a) two-thirds
of the aggregate base salaries of the officers participating in the pool, or
(b) twenty-five percent of the Company's pre-tax income for such year. Each
officer of the Company will have a share in the pool that varies depending upon
the position held by the officer. A portion of each officer's share will be
subject to the discretionary review of the chief executive officer.
Compensation of Chief Executive Officer. Pursuant to his Employment
Agreement, Mr. Soady received a salary of $350,000 in the fiscal year ending
March 31, 1995. In addition, pursuant to the terms of his Employment
Agreement, Mr. Soady received a bonus of $50,000.
William D. Eberle William C. Soady
Charles B. Moss, Jr. Thomas R. DiBenedetto
Kurt C. Hall
9
<PAGE> 12
PERFORMANCE GRAPH
The following graph sets forth a comparison of cumulative total returns
for the Company, the Nasdaq Market Value Index and a peer group index for the
period during which the Company's Common Stock has been registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The peer group index consists of all companies (i) that have the same
Standard Industrial Classification industry number as the Company and (ii)
whose securities have been registered under the Exchange Act during the period
covered by the performance graph.
[GRAPH]
The graph assumes that the value of the investment in the Company's
Common Stock, the Nasdaq Market Value Index and the peer group of companies
each was $100 on March 31, 1990 and that all dividends were reinvested.
10
<PAGE> 13
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES
AND PRINCIPAL SECURITY HOLDERS
The following table sets forth certain information regarding the
beneficial ownership of each class of the Company's voting securities as of
July 1, 1995 by (i) each of the Company's directors and Named Executives who
beneficially own Common Stock, Series A Preferred Stock, or Series C Preferred
Stock, (ii) by all directors and officers as a group, and (iii) based on
reports filed by each person with the Securities and Exchange Commission, by
the known beneficial holders of more than 5% of any class of outstanding shares
of the Company's voting securities.
<TABLE>
<CAPTION>
Series A Series C
Common Stock(2) Preferred Stock Preferred Stock
---------------------------- -------------------------- ----------------------------
Number Percentage Number Percentage Number Percentage
Name and Address of of of of of of
of Beneficial Owner(1) Shares Outstanding Shares Outstanding Shares Outstanding
- ------------------- ------ ----------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
William D. Eberle 55,127(3) 1.0% -- -- -- --
Charles B. Moss, Jr. 994,362(4) 16.5% 75,000 50.0% 12,000 24.5%
c/o B.S. Moss Enterprises
225 North Hill Street,
Aspen, CO 81611
Thomas R. DiBenedetto 1,014,362(5) 16.8% 75,000 50.0% 12,000(6) 24.5%
c/o Junction Investors, Ltd.
84 State Street
Boston, MA 02109
DiBenedetto Showscan Limited 706,672(7) 8.3% -- -- 12,000 24.5%
Partnership
c/o Junction Investors, Ltd.
84 State Street
Boston, MA 02109
United Artists Theatre 796,032 13.2% -- -- 25,000 51.0%
Circuit, Inc.
9110 East Nichols Avenue
Suite 200
Englewood, CO 80112
Fidelity Investments 357,040 6.8% -- -- -- --
82 Devonshire Street
Boston, MA 02109
Kurt C. Hall(8) -- -- -- -- -- --
c/o United Artists Theatre
Circuit, Inc.
9110 East Nichols Avenue
Suite 200
Englewood, CO 80112
William C. Soady(9) 64,500 1.2% -- -- -- --
Dennis Pope(10) 38,500 * -- -- -- --
Seth A. Foster 6,300 * -- -- -- --
All Officers and Directors 2,210,276 31.5% 150,000 100% 24,000 100%
as a Group (12 persons)(11)
</TABLE>
- ---------------
* Less than 1%.
(1) Except as otherwise noted, the address of each beneficial owner listed
in this table is c/o Showscan Entertainment Inc., 3939 Landmark Street,
Culver City, California 90232.
(2) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
securities beneficially owned by them.
(3) Consists of 55,127 shares subject to currently exercisable stock
purchase warrants.
(4) Consists of (i) 468,577 shares underlying currently exercisable stock
purchase warrants, 44,101 of which are held by Charles B. Moss, III, Mr.
Moss' son, and 44,101 of which are held by Robin H. Moss, Mr. Moss'
wife, as custodian for Elizabeth H. Moss, Mr. Moss' daughter, (ii)
82,690 shares of Common Stock issuable upon
11
<PAGE> 14
conversion of Mr. Moss' Series A Preferred Stock, (iii) 238,095 shares
of Common Stock issuable upon conversion of Mr. Moss's Series C
Preferred Stock, (iv) 155,000 shares of Common Stock held by the Charles
B. Moss, Jr. Family Trust, and (v) 50,000 shares of Common Stock owned
by Mr. Moss. Robin H. Moss is the sole trustee of the Charles B. Moss,
Jr. Family Trust. Mr. Moss disclaims beneficial ownership of the
155,000 shares held by the Charles B. Moss, Jr. Family Trust and the
warrants held by Charles B. Moss, III and by Robin H. Moss as custodian
for Elizabeth H. Moss.
(5) Includes (i) 82,690 shares of Common Stock issuable upon conversion of
Mr. DiBenedetto's shares of Series A Preferred Stock, (ii) 238,095
shares of Common Stock issuable upon conversion of the Series C
Preferred Stock held by DiBenedetto Showscan Limited Partnership, a
Delaware limited partnership, (iii) 35,000 shares of Common Stock owned
by the DiBenedetto 1993 Family Trust, (iv) 35,000 shares of Common Stock
owned by the DiBenedetto Family Trust U/A/D 11/01/91 FBO Cory James
DiBenedetto, (v) 35,000 shares of Common Stock owned by the DiBenedetto
Family Trust U/A/D 11/01/91 FBO Christian Robert DiBenedetto, (vi)
35,000 shares of Common Stock owned by the DiBenedetto Family Trust
U/A/D 11/01/91 FBO Thomas Austin DiBenedetto, (vii) 35,000 shares of
Common Stock owned by the DiBenedetto Family Trust U/A/D 11/01/91 FBO
Mark Anthony DiBenedetto, (viii) 468,577 shares of Common Stock
underlying currently exercisable stock purchase warrants held by
DiBenedetto Showscan Limited Partnership, and (ix) 50,000 shares of
Common Stock owned by Mr. DiBenedetto. Mr. DiBenedetto has sole voting
and dispositive power over the securities beneficially owned by
DiBenedetto Showscan Limited Partnership. Linda M. DiBenedetto, Mr.
DiBenedetto's wife, is co-trustee of the DiBenedetto 1993 Family Trust.
Mr. DiBenedetto disclaims beneficial ownership of the shares of Common
Stock held by the DiBenedetto 1993 Family Trust, the DiBenedetto Family
Trust U/A/D 11/01/91 FBO Cory James DiBenedetto, the DiBenedetto Family
Trust U/A/D 11/01/91 FBO Christian Robert DiBenedetto, the DiBenedetto
Family Trust U/A/D 11/01/91 FBO Thomas Austin DiBenedetto, and the
DiBenedetto Family Trust U/A/D 11/01/91 FBO Mark Anthony DiBenedetto.
(6) Consists of 12,000 shares of the Company's Series C Preferred Stock
owned by DiBenedetto Showscan Limited Partnership. Mr. Dibenedetto has
sole voting and dispositive power over these securities.
(7) Consists of 468,577 shares subject to currently exercisable stock
purchase warrants and 238,095 shares of Common Stock issuable upon
conversion of Series C Preferred Stock.
(8) Kurt C. Hall is an executive officer of United Artists Theatre Circuit,
Inc. which owns 25,000 shares of Series C Preferred Stock and 552,000
stock purchase warrants. Mr. Hall does not have voting or investment
power with respect to those securities.
(9) Includes 62,500 of currently exercisable stock options and options
exercisable within 60 days.
(10) Includes 37,500 of currently exercisable stock options and options
exercisable within 60 days.
(11) Includes 923,000 shares subject to stock options and stock purchase
warrants currently exercisable or exercisable within 60 days and 150,000
shares of Series A Preferred Stock currently convertible into Common
Stock.
The Company, United Artists Theatre Circuit, Inc. ("UA"), Charles B.
Moss, Jr. ("Moss"), Thomas R. DiBenedetto and DiBenedetto Showscan Limited
Partnership, a Delaware partnership (collectively, the "DiBenedetto Entities")
are party to that certain Voting Agreement, dated as of August 19, 1994,
pursuant to which UA, Moss and the DiBenedetto Entities have agreed to vote the
securities held by them in favor of each other's designees for the Board of
Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MOSS/DIBENEDETTO VENTURES. On September 27, 1993, the Company entered into
that certain Purchase Agreement (the "Purchase Agreement") with Mr. Charles B.
Moss, Jr., a director of the Company ("Moss"), Mr. Thomas R. DiBenedetto, a
director of the Company ("DiBenedetto"), and DiBenedetto Showscan Limited
Partnership, a Delaware limited partnership affiliated with, and controlled by,
DiBenedetto ("DiBenedetto LP"), pursuant to which, among other things, Moss,
DiBenedetto and DiBenedetto LP collectively acquired the warrants to purchase
an aggregate of 850,000
12
<PAGE> 15
shares of Common Stock, 150,000 shares of Series A Preferred Stock, and 24,000
shares of Series B Preferred Stock. So long as Moss and DiBenedetto
collectively own shares of Common Stock or securities convertible into shares
of Common Stock representing in the aggregate 5% or more of the then
outstanding Common Stock, the terms of the Purchase Agreement require that the
Company continue to nominate Moss and DiBenedetto or their designees to the
Board of Directors. Additionally, affiliates of Moss and DiBenedetto have
entered into two transactions for the purpose of owning, operating, developing
and financing Showscan motion simulation attractions. The first transaction, a
venture called the "Showscan CityWalk Venture," was formed for the purpose of
operating one of the Company's motion simulation attractions at Universal
CityWalk in Universal City, California which opened in November 1993. The
parties to that venture are Showscan CityWalk, Inc., a wholly-owned California
subsidiary of the Company and the managing partner of Showscan CityWalk
Venture, Moss Family LA Corp., a California corporation controlled by Moss, and
DiBenedetto CityWalk Limited Partnership, a Delaware limited partnership
controlled by DiBenedetto. Initially, the Moss and DiBenedetto affiliates
together owned a 1% investment and had a right to acquire a collective 50%
investment in the venture for a price based on the cash flow of the motion
simulation attraction. The Moss and DiBenedetto affiliates exercised the right
to acquire the 50% investment in January 1994. In general, the exercise price
is an amount equal to 30 times the average monthly cash flow from the
operations of the CityWalk Showscan motion simulation attraction for the
18-month period commencing in June 1994. Upon the exercise of the option, the
Moss and DiBenedetto affiliates each paid the Company $10,000. The balance of
the purchase price will be payable at the end of the 18-month determination
period.
The second venture, organized under the name "Showscan Attractions
Venture," was formed for the purpose of acting as the exclusive vehicle to
develop, own, manage and operate additional Showscan motion simulation
attractions throughout the world. The scope of the Showscan Attractions
Venture was subsequently narrowed in September 1994 to accommodate the venture
with United Artists Theatre Circuit, Inc. ("UA") discussed below. The parties
to this venture are Showscan Attractions, Inc., a wholly-owned California
subsidiary of the Company and the managing partner of Showscan Attractions
Venture, Moss Family O&O Corp., a California corporation controlled by Moss
(the "Moss Partner), and DiBenedetto O&O Limited Partnership, a Delaware
limited partnership controlled by DiBenedetto (the "DiBenedetto Partner").
Showscan Attractions, Inc., currently owns a 50% interest in the Attractions
Venture, the Moss Partner currently owns a 25% interest in the venture, and the
DiBenedetto Partner owns the remaining 25% interest.
The Showscan Attractions Venture agreement contemplates that the parties
thereto will jointly develop, own and operate Showscan motion simulator
attractions through the venture or through other corporations, partnerships or
entities formed by them. In accordance with the foregoing, the parties to the
Showscan Attractions Venture have formed Cinemania (UK) Limited for the purpose
of developing, owning and operating a Showscan motion simulator attraction in
London which opened in late September 1994 (the "London Theatre"). Showscan
Attractions, Inc. owns 50% of the outstanding capital stock of Cinemania (UK)
Limited, the Moss Partner owns 25% of the capital stock, and the DiBenedetto
Partner owns 25% (the "Percentage Interests"). To date, funding for the
Attractions Venture has been provided by Showscan Attractions, Inc. $2,676,000;
Moss Partner $510,000; and DiBenedetto Partner $469,000. The rights
contributed to the Showscan Attractions Venture included the rights to two
motion simulation attraction leases and the rights to a trademark to be used in
connection with one motion simulation attraction. The services contributed,
and to be contributed in the future, consist of development services related to
the London motion simulation attraction, including coordinating the design and
construction of the facility and the opening and subsequent on-going management
of the facility. The London Theatre is managed by Showscan Attractions, Inc.,
as the managing partner of the Showscan Attractions Venture, through a
management agreement with Robins Cinemas, Ltd. ("Robins"). Moss is a 5%
shareholder and a director of Robins.
13
<PAGE> 16
Pursuant to a Proprietary Property Acquisition and Management Agreement
dated as of September 27, 1993, between the Company and Showscan Attractions
Venture, the Company granted to the Showscan Attractions Venture rights to
utilize proprietary property and rights of the Company in connection with the
development and operation of Showscan motion simulation attractions. Under
that agreement, the Company has been retained to manage the motion simulation
attractions developed and operated by the venture. The venture has also
retained Moss Entertainment Corp., a corporation controlled by Moss, and
DiBenedetto Corp., an affiliate of DiBenedetto, to provide certain services in
connection with the acquisition of properties for Showscan motion simulation
attractions and the potential disposition of those attractions. Moss
Entertainment Corp. and DiBenedetto Corp. are to receive fees for providing
acquisition and disposition services upon the sale or other disposition of
certain of the initial theatres developed by the venture.
EXCHANGE OF SERIES B PREFERRED STOCK. In September 1994 the Company exchanged
all 24,000 outstanding shares of the Company's Series B Preferred Stock for
24,000 shares of its Series C Convertible Preferred Stock. The Series B
Preferred Stock was held equally by Moss and the DiBenedetto LP and was subject
to a redemption of $100,000 per month beginning in April 1996 with the
outstanding balance due in October 1997. In addition, the Series B Preferred
Stock carried one vote per share and entitled the holder to receive 275% of the
cash dividends per share paid on the Common Stock. Each share of Series C
Convertible Preferred Stock is convertible into 19.84127 shares of the Common
Stock on or after August 22, 1995 and entitles the holder to receive 110% of the
dividends per share on the Common Stock and to vote with the Common Stock on an
as converted basis.
THE UNITED ARTISTS VENTURE. On August 19, 1994, the Company entered into that
certain Purchase Agreement (the "UA Purchase Agreement") with UA, pursuant to
which, among other things, UA purchased 25,000 shares of the Company's Series C
Convertible Preferred Stock and Warrants representing the right to purchase an
aggregate of 552,000 shares of Common Stock. So long as UA owns shares of
Common Stock or securities convertible into shares of Common Stock representing
in the aggregate at least 500,000 shares of Common Stock, the terms of the UA
Purchase Agreement require that the Company continue to nominate a designee of
UA to the Board of Directors. Kurt C. Hall, a director of the Company and an
executive officer of UA, is the designee of UA. In connection with the
transactions effected by the UA Purchase Agreement, the Company and UA agreed
to be equal partners in a venture called Showscan/United Artists Theatres Joint
Venture (the "UA Venture"). The Company is managing partner of the UA Venture
while UA is the administrative partner. Pursuant to a Theatre Rights
Agreement, dated as of August 19, 1994 (the "Theatre Rights Agreement"),
whenever UA or the UA Venture builds a Showscan motion simulator attraction
theatre, such entity will have the exclusive rights to exhibit Showscan motion
simulation attraction films within a pre-agreed area surrounding such location.
Also, pursuant to the Theatre Rights Agreement, UA will develop and coordinate
the construction of new and/or the conversion of existing theatres to Showscan
motion simulation attractions and will manage each theatre pursuant to
pre-negotiated terms. The Company, in turn, has agreed to pre-negotiated terms
for the sale of Showscan equipment, installation, servicing and the licensing
of Showscan motion simulator films. The Company will also make available to
both the UA Venture and UA its library of specialty films which utilize the
patented Showscan process, to the extent that either the UA Venture or UA
builds or converts existing theatres into specialty theatres for the exhibition
of specialty films.
In connection with the formation of the UA Venture and the modification
to the Showscan Attractions Venture that it necessitated, the Company entered
into a royalty agreement with Moss and DiBenedetto Partner which provides that
each time that the UA Venture opens a Showscan motion simulation attraction
theatre, each of Moss and DiBenedetto Partner will receive a one-time cash fee
and thereafter will receive an annual royalty based on the net cash flow (as
defined) received by the Company from the operations of such UA Venture
theatre.
14
<PAGE> 17
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, as well as persons who own more
than ten percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of beneficial ownership and
reports of changes in beneficial ownership of the Common Stock. Directors,
executive officers and greater-than-ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of copies of reports filed with the SEC and
submitted to the Company since April 1, 1994 and on written representations by
certain directors and executive officers of the Company, the Company believes
that, with the exception of the following, all persons subject to the reporting
requirements of Section 16(a) filed all required reports on a timely basis
during the past fiscal year: Jeffrey McKenzie was late in filing a Form 5
reporting his exercise of certain stock options upon his resignation as an
officer of the Company in June, 1994.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Ernst & Young as independent auditors of the Company for the
fiscal year ending March 31, 1996, subject to ratification by the stockholders.
A representative of Ernst & Young LLP will be available at the Annual Meeting
to respond to appropriate questions or make other statements such
representative deems appropriate.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders are advised that any stockholder proposal, including
nominations to the Board of Directors, intended for consideration at the 1996
Annual Meeting must be received by the Company no later than March 15, 1996 to
be included in the proxy material for the 1996 Annual Meeting. It is
recommended that stockholders submitting proposals direct them to the Company's
Nominating Committee, c/o W. Tucker Lemon, Secretary of the Company, and
utilize certified mail, return-receipt requested in order to ensure timely
delivery.
OTHER MATTERS
The Board of Directors knows of no matter to come before the Annual
Meeting other than as specified herein. If other business should, however, be
properly brought before such meeting, the persons voting the proxies will vote
them in accordance with their best judgment.
THE STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN PROMPTLY THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
William D. Eberle
----------------------------
William D. Eberle
Chairman of the Board
July 18, 1995
15
<PAGE> 18
PRELIMINARY COPY
- --------------------------------------------------------------------------------
SHOWSCAN ENTERTAINMENT INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, AUGUST 17, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SHOWSCAN
ENTERTAINMENT INC.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, each dated July 14, 1995, and does hereby
appoint William D. Eberle and William C. Soady (the "Proxies"), and each of
them, with full power of substitution, as the proxy of the undersigned to
represent the undersigned and to vote all shares of Common Stock, $.001 par
value, of Showscan Entertainment Inc. which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders, to be held on
August 17, 1995, at 10:00 A.M., and at any adjournment thereof.
1.ELECTION OF DIRECTORS: / / FOR all nominees as listed below (except as
marked to the contrary)
(INSTRUCTIONS:)To withhold authority to vote for any individual nominee,
write that nominee's name on the line that follows:
-----------------------------------------------------------
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
William D. Eberle, William C. Soady, Charles B. Moss, Jr., Thomas R.
DiBenedetto, Kurt C. Hall
PROXIES NOT MARKED TO WITHHOLD AUTHORITY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES WHOSE NAMES ARE NOT WRITTEN ON THE ABOVE LINE.
2. Ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The shares represented hereby will be voted as directed. Where no direction
is made, the shares will be voted FOR proposals 1 and 2.
- ---------------------------------- -----------------------------------------
(Signature) (Signature, if held jointly)
Dated:............., 1995
Please sign exactly as
your name or names appear
hereon, and when signing
as attorney, executor,
administrator, trustee or
guardian, give your full
title as such. If the
signatory is a
corporation, sign the
full corporate name by a
duly authorized officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
- --------------------------------------------------------------------------------
