MILLENNIA, INC.
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KEVIN B. HALTER and KEVIN B. HALTER,
JR. and each of them as proxies with power of substitution to vote all shares of
Millennia, Inc. (the "Company") which the undersigned is entitled to vote at an
Annual Meeting of Stockholders on November 25, 1997, at the Company's offices at
16910 Dallas Parkway, Suite 100, Dallas, Texas at 10:00 a.m., or any adjournment
thereof, with all the powers the undersigned would have if personally present as
specified, respecting the following matters described in the accompanying Proxy
Statement and, in their discretion, on other matters which come before the
meeting.
1. To elect four directors to hold office until the next annual election of
directors by stockholders or until their respective successors have been duly
elected and qualified.
A. [ ] FOR the nominees listed below
B. [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
C. [ ] FOR ALL NOMINEES EXCEPT:
Instructions: To withhold authority to vote for (an) any individual(s),
choose C and write in the name of the nominee(s) on this line
- -------------------------------------------
Nominees: Kevin B. Halter, Kevin B.Halter, Jr., Don R. Benton and James Smith
2. To ratify the appointment of Hein + Associates LLP as independent
auditors to examine the accounts of the Company for the fiscal year ending June
30, 1998.
FOR |_| AGAINST |_| ABSTAIN |_|
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
This proxy will be voted in accordance with stockholder specifications.
Unless directed to the contrary, this proxy will be voted FOR Items 1 and 2. A
majority (or if only one, then that one) of the proxies or substitutes acting at
the meeting may exercise the powers conferred herein. Receipt of accompanying
Notice of Meeting and Proxy Statement is hereby acknowledged.
Date: November ___, 1997
---------------------------------
(Signature)
---------------------------------
---------------------------------
(Please print your name)
(Please sign name as fully and exactly as it appears opposite. When signing in a
fiduciary or representative capacity, please give full title as such. When more
than one owner, each owner should sign. Proxies executed by a corporation should
be signed in full corporate name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY AT THE ADDRESS STATED ABOVE.
<PAGE>
MILLENNIA, INC.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
The Annual Meeting of Stockholders of Millennia, Inc. (the "Company") will
be held at the Company's offices at 16910 Dallas Parkway, Suite 100, Dallas,
Texas 75248, on November 25, 1997 at 10:00 a.m., local time, for the following
purposes:
1. To elect four directors to hold office until the next annual election of
directors by stockholders or until their respective successors have been duly
elected and qualified;
2. To ratify the appointment of independent auditors to examine the
accounts of the Company for the fiscal year ended June 30, 1998;
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on October 27, 1997 are
entitled to notice of and to vote at this Annual Meeting of Stockholders or any
adjournment thereof. The stock transfer books of the Company will remain open.
We hope that you attend the Annual Meeting in person, but in any event you
are urged to mark, date, sign and return your proxy in the enclosed
self-addressed envelope as soon as possible so that your shares may be voted in
accordance with your wishes. Any proxy given by a stockholder may be revoked by
that stockholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
/s/ Kevin B. Halter, Jr.
------------------------
Kevin B. Halter, Jr.
Secretary
Dallas, Texas
October 31, 1997
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY.
<PAGE>
MILLENNIA, INC.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 25, 1997
This proxy statement and the accompanying form of proxy are being furnished
to the stockholders of Millennia, Inc. (the "Company") on or about October 31,
1997 in connection with the solicitation of proxies by the Board of Directors of
the Company for use at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held on November 25, 1997 at 10:00 a.m., local time, at the Company's
offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248, and any
adjournment thereof.
The matters to be considered and acted upon at the Annual Meeting are
described in the foregoing notice of the Annual Meeting and this Proxy
Statement. This Proxy Statement and the related form of proxy are being mailed
on or about October 31, 1997 to all stockholders of record on October 27, 1997.
Shares of the Company's common stock, par value $.000025 (the "Common Stock"),
represented by proxies will be voted as described in this Proxy Statement or as
otherwise specified by a stockholder. As to the election of directors, a
stockholder may, by checking the appropriate box on the proxy: (i) vote for all
director nominees as a group; (ii) withhold authority to vote for all director
nominees as a group; or (iii) vote for all director nominees as a group except
those nominees identified by the stockholder in the appropriate area. See
"Proposal One: Election of Directors" below. With respect to the other proposal,
a stockholder may, by checking the appropriate box on the proxy: (i) vote "FOR"
the proposal; (ii) vote "AGAINST" the proposal; or (iii) "ABSTAIN" from voting
on the proposal.
THE PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS OF THE COMPANY
BENEFICIALLY OWN APPROXIMATELY 52 % OF THE ISSUED AND OUTSTANDING COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR INTENTION TO VOTE SUCH SHARES IN FAVOR OF
PROPOSALS ONE AND TWO .
Any stockholder who executes and delivers a proxy may revoke it at any time
prior to its use by (i) giving written notice of revocation to the Secretary of
the Company; (ii) executing and delivering a proxy bearing a later date; or
(iii) appearing at the Annual Meeting and voting in person.
The Company will bear the expense of preparing, printing, and mailing the
proxy solicitation material and the form of proxy. Brokerage houses, nominees,
custodians and fiduciaries will be requested to forward material to beneficial
owners of stock held of record by them, and the Company will reimburse such
persons for their reasonable expenses in doing so. In addition, directors,
officers and employees of the Company and its subsidiaries may solicit proxies
by telephone, telegram or in person.
If the proxy in the accompanying form is properly executed and not revoked,
the shares represented by the proxy will be voted in accordance with the
instructions thereon. If no instructions are given on the matters to be acted
upon, the shares represented by the proxy will be voted: (i) for the election of
directors nominated herein; (ii) for the ratification of the appointment of
independent auditors named herein; and (iii) in the discretion of the
proxyholders on any business as may properly come before the meeting or any
adjournment thereof.
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF THE
PROPOSALS DESCRIBED HEREIN.
<PAGE>
VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock of the Company
at the close of business on October 27, 1997 are entitled to one vote for each
share held on all matters coming before the Annual Meeting. There were 2,275,635
shares of Common Stock outstanding and entitled to vote on October 20, 1997.
METHOD OF VOTING
To be elected, each director must receive the affirmative vote of the
holders of a plurality of the issued and outstanding shares of Common Stock
represented in person or by proxy at the Annual Meeting. Approval of Proposal
Two will require the affirmative vote of the holders of the majority of the
shares of Common Stock entitled to vote and represented at the Annual Meeting in
person or by proxy. Abstentions will have the effect of a vote against the
proposal. Non-votes (as defined below) will have no effect on the voting of any
of the proposals. A "non-vote" occurs when a nominee holding shares for a
beneficial owner has voted on certain matters at the Annual Meeting pursuant to
discretionary authority or instructions from the beneficial owner but may not
have received instructions or exercised discretionary voting power with respect
to other matters.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of October 20, 1997
with regard to the beneficial ownership of the Common Stock by (i) each person
known to the Company to be the beneficial owner of 5% or more of its outstanding
Common Stock, (ii) by the officers, directors and key employees of the Company
individually and (iii) by the officers and directors as a group.
Name and Address of Number of Shares Percent of
Beneficial Owner Beneficially Owned Class
Halter Capital Corporation 309,940 14%
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Digital Communications 741,527(1) 33%
Technology Corporation
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Kevin B. Halter 438,209 (2) 19%
Kevin B. Halter, Jr. 309,940 (2) 14%
Don R. Benton 2,718 (2) *
James Smith 1,518 *
All officers and directors as 442,445 19%
a group (4 persons)
* Less than 1 %
2
<PAGE>
(1) The Company owns approximately 13% of the issued and outstanding common
stock of Digital Communications Technology Corporation.
(2) Kevin B. Halter and Kevin B. Halter Jr. serve as directors and officers
of HCC and as a result may each be deemed to be the beneficial owner of the
309,940 shares of Common Stock beneficially owned by HCC. However, pursuant to
Rule 16a-3 promulgated under the Exchange Act, they expressly disclaim that they
are the beneficial owner, for purposes of Section 16 of the Exchange Act, of any
such stock, other than those shares in which they have an economic interest.
(3) Dr. Benton is president of Arrowhead Ranch Corporation ("ARC"), of
which Dr. Benton's wife is the sole stockholder. As a result, Dr. Benton may be
deemed to be the beneficial owner of 2000 shares of Common Stock beneficially
owned by ARC. However, pursuant to Rule 16a-3 promulgated under the Exchange
Act, he expressly disclaims that he is the beneficial owner, for purposes of
Section 16 of the Exchange Act, of any such stock, other than those shares in
which he has an economic interest.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated four persons, Messrs.
Kevin B. Halter, Kevin B. Halter, Jr., James Smith and Dr. Don R. Benton, for
election to the Board of Directors, each to serve for a term of one year until
the next Annual Meeting of Stockholders or until his successor is elected and
qualified. Each of the nominees is currently serving as a director and has
consented to his nomination and, so far as the Company is aware, will serve as a
director if elected. For information regarding the background and business
experience of each, see "DIRECTORS AND EXECUTIVE OFFICERS" below. The shares
represented by proxies will be voted as specified by each stockholder. If a
stockholder does not specify his or her choice, the shares will be voted in
favor of the election of the nominees listed except that, in the event any
nominee should not continue to be available for election, such proxies will be
voted for the election of such other person as the Board of Directors may
recommend.
The Board of Directors unanimously recommends that the stockholders of the
Company vote FOR all of the nominees for director.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain information regarding the background and
business experience of the Company's Board of Directors and the Company's
executive officers:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position
---- --- --------
Kevin B. Halter 62 President, Chairman of the Board and Chief
Executive Officer
Kevin B. Halter, Jr. 36 Vice President, Secretary and Director
James Smith 60 Director
Don R. Benton 66 Director
</TABLE>
Kevin B. Halter has served as President, Chief Executive Officer and
Chairman of the Board of the Company since June 28, 1994. Mr. Halter also served
as Vice Chairman of the Board of the Company from January 1994 to June 28, 1994.
Mr. Halter has served as Chairman of the Board of Digital Communications
Technology Corporation ("DCT") since June 28, 1994 and as Vice Chairman of the
3
<PAGE>
Board of DCT from February 1994 to June 1994. Mr. Halter also served as Chief
Executive Officer of DCT from June 1994 to May 1996. Mr. Halter served as
Chairman of the Board of Directors of American Quality Manufacturing Corporation
("AQM") until September 1996. In addition, Mr. Halter has served as Chairman of
the Board and Chief Executive Officer of Halter Capital Corporation ("HCC"), a
privately-held investment and consulting company, since 1987, and as its
President since June 1995. Kevin B. Halter is the father of Kevin B. Halter, Jr.
Kevin B. Halter, Jr. has served as Vice President, Secretary and director
of the Company and DCT since January 1994. Mr. Halter also served as Secretary
and director of AQM from February 1994 to September 1996. He is also the
President of Securities Transfer Corporation, a registered stock transfer
company, a position which he has held since 1987. Mr. Halter is also Vice
President and Secretary of HCC. Kevin B. Halter, Jr. is the son of Kevin B.
Halter.
James Smith has served as a director of the Company since March 1995. He
has also served as a director of DCT since March 1995. Mr. Smith has served as
President of Pension Analysis Bureau, Inc., a consulting firm specializing in
the administration of company retirement and profit sharing plans, since 1993.
Mr. Smith served as Vice President of Pension Analysis Bureau, Inc. from 1988 to
1992.
Don R. Benton has served as a director of the Company since December 1996.
Dr. Benton has served as President of The Kindness Foundation, based in Dallas,
Texas, since 1995. He has served as a director of DCT since October 1996. Dr.
Benton has also served as a director and President of Arrowhead Ranch
Corporation since 1978 and, since 1975, as a director of American Diversified
Industries and Fagin Resources, Inc.
All directors of the Company hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified.
Executive officers are elected by the Company's board of directors to hold
office until their respective successors are elected and qualified.
The full Board of Directors met or unanimously voted on resolutions six
times during fiscal year 1997. Each of the directors attended or acted upon at
least eighty percent of the aggregate number of Board of Director meetings,
consents, and Board of Director Committee meetings or consents held or acted
upon during fiscal year 1997.
The Company's Bylaws provide that directors may be paid their expenses, if
any, and may be paid a fixed sum for attendance of each Board of Directors
meeting. During fiscal year 1997 the non-officer directors each received
compensation totalling $3000 as director's fees, which was paid in common stock
of the Company. Directors who are also officers of the Company did not receive
any director's fees.
Committees of the Board of Directors
The Board of Directors has two committees, an Audit Committee and a
Compensation Committee, each composed of at least two independent directors. The
Audit Committee, composed of Kevin B. Halter, Don R. Benton and James Smith,
recommends the annual appointment of the Company's auditors, with whom the Audit
Committee will review the scope of audit and non-audit assignments and related
fees, accounting principals used by the Company in financial reporting, internal
auditing procedures and the adequacy of the Company's internal control
procedures. The Compensation Committee, composed of Kevin B. Halter, Don R.
Benton and James Smith, administers the Company's 1988 Employee Stock Option
Plan and makes recommendations to the Board of Directors regarding compensation
for the Company's executive officers. During fiscal year 1997, there was one
meeting of the Audit Committee and one meeting of the Compensation Committee,
both of which were attended by all members.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid by
the Company to its President and its Vice President and Secretary for the fiscal
years ended June 30,1997, 1996 and 1995. None of the Company's other executive
officers and directors received cash or non-cash compensation in excess of
$100,000 for the fiscal year ended June 30, 1997.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- --------------------------- -------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying All Other
Name and Principal Fiscal Compen- Stock Options/ LTIP Compen-
Position Year Salary ($) Bonus ($) sation ($) Awards ($) SARs(#) Payouts ($) sation ($)
- --------------------- ------- ----------- ------------ ------------- ------------- ------------- ------------- ------------
Kevin B. Halter 1997 $100,000 - - - - - -
President and 1996 $194,792 - - - - - -
Chairman 1995 $122,750 - - - - - -
Kevin B. Halter, Jr. 1997 $80,000 - - - - - -
Vice President, 1996 $164,500 - - - - -
Secretary and 1995 $ 86,000 - - - - -
Director
</TABLE>
Employment Agreements
The Company has employment agreements with Kevin B. Halter and Kevin B.
Halter, Jr.
The agreement with Kevin B. Halter is for a term of three years through
December 31, 1998. The terms of the agreement provide for an annual base salary
of $100,000. In addition, Mr. Halter receives the same benefits as other
employees of the Company and reimbursement for expenses incurred on behalf of
the Company. The employment agreement also contains , among other things, a
covenant by Mr. Halter that in the event of termination and at the end of the
term of the agreement, he will not associate with a business that competes with
the Company for a period of one year. The agreement also provides for a bonus,
the amount of which, if any, is to be determined at the sole discretion of the
Company's board of directors.
The agreement with Kevin B. Halter, Jr. is for a term of three years
through December 31, 1998. The terms of the agreement provide for an annual base
salary of $80,000. In addition, Mr. Halter receives the same benefits as other
employees of the Company and reimbursement for expenses incurred on behalf of
the Company. The employment agreement also contains , among other things, a
covenant by Mr. Halter that in the event of termination and at the end of the
term of the agreement, he will not associate with a business that competes with
the Company for a period of one year. The agreement also provides for a bonus,
the amount of which, if any, is to be determined at the sole discretion of the
Company's board of directors.
5
<PAGE>
1988 Employee Stock Option Plan
On March 19, 1988, the Company's Board of Directors adopted the S.O.I.
Industries, Inc. (now Millennia, Inc.) 1988 Employee Stock Option Plan (the
"Plan"). The Plan was approved by a vote of the stockholders on July 3, 1989.
The administration of the Plan rests with the Compensation Committee (the
"Committee"). Subject to the express provisions of the Plan and the Board of
Directors, the Committee shall have complete authority in its discretion to
determine those employees to whom, and the price at which options shall be
granted, the option periods and the number of shares of Common Stock to be
subject to each option. The Committee shall also have the authority in its
discretion to prescribe the time or times at which the options may be exercised
and limitations upon the exercise of options (including limitations effective
upon the death or termination of employment of the optionee), and the
restrictions, if any, to be imposed upon the transferability of shares acquired
upon exercise of options. In making such determinations, the Committee may take
into account the nature of the services rendered by respective employees, their
present and potential contributions to the success of the Company or its
subsidiaries, and such other factors as the Committee in its discretion shall
deem relevant.
An option may be granted under the Plan only to an employee of the Company
or its subsidiaries. The Plan made available for option 250,000 shares of the
Company's Common Stock.
The term of each option granted under the Plan will be for such period not
exceeding five years as the Committee shall determine. Each option granted under
the Plan will be exercisable on such date or dates and during such period and
for such number of shares as shall be determined pursuant to the provisions of
the option agreement evidencing such option. Subject to the express provisions
of the Plan, the Committee shall have complete authority, in its discretion, to
determine the extent, if any, and the conditions under which an option may be
exercised in the event of the death of the optionee or in the event the optionee
leaves the employ of the Company or has his employment terminated by the
Company. The purchase price for shares of Common Stock under each option shall
be determined by the Committee at the time of the option's issuance and may be
less than the fair market value of such shares on the date on which the options
are granted. The agreements evidencing the grant of options may contain other
terms and conditions, consistent with the Plan, that the Committee may approve.
Other Fees and Compensation
The Company received approximately $180,000 in management fees from DCT in
fiscal year 1996. No management fees were received from DCT in fiscal year 1997.
The Company paid approximately $10,500 and $29,000 for the year ended June
30,1997 and 1996, respectively, to an entity controlled by the Company's
officers for corporate office facilities rent.
During the fiscal year ending June 30, 1997, the Company paid consulting
fees of $9,400 to an entity owned by a director for assistance in terminating
the Company's ESOP and $10,000 to a former director for assistance rendered
relating to the disposition of AQM.
6
<PAGE>
Shareholder Derivative Lawsuit
On March 4, 1996, Adrian Jacoby, allegedly on behalf of the Company,
brought a purported shareholder derivative lawsuit against Messrs. Kevin B.
Halter, Kevin B. Halter, Jr., Gary C. Evans and James Smith (who were then
members of the Company's Board of Directors), Halter Capital Corporation and
Securities Transfer Corporation (the "Defendants"). In addition, the Company was
joined as a "nominal defendant." In the lawsuit, the plaintiffs have alleged
breaches of fiduciary duty, fraud, and violations of state securities laws. The
plaintiffs seek unspecified actual and exemplary damages, a constructive trust
against the assets of the Defendants and an accounting of the affairs of the
Defendants with respect to their dealings with the Company. In addition, the
plaintiffs have requested a temporary injunction and the appointment of a
receiver for the Company. The plaintiffs have brought this lawsuit allegedly to
vindicate the wrongs that the plaintiffs claim were done to the Company by the
individual defendants and their affiliated companies, and, if any damages are
ultimately awarded to the plaintiffs, those damages will be awarded on behalf
of, and for the benefit of, the Company and all of its shareholders. If
successful, the plaintiffs may, however, recover certain attorneys' fees and
costs. The case is entitled Richard Abrons et al v. Kevin B. Halter et al, cause
no. 96-02169-G, and is pending in the 134th Judicial District for the District
Court of Dallas County, Texas. Even though the Company is a nominal defendant in
the lawsuit, the plaintiffs have not sought to recover any damages against the
Company. In this type of lawsuit, the Company is joined as a procedural matter
to make it a party to the lawsuit.
All of the Defendants have answered and denied the allegations contained in
the petition. A certain amount of discovery has been conducted . All of the
Defendants deny all the material allegations and claims in the Petition, dispute
the plaintiffs contention that this is a proper shareholder derivative action,
deny that the plaintiffs have the right to pursue this lawsuit on behalf of the
Company and are vigorously defending the lawsuit. In addition, the Defendants
have filed counterclaims against the plaintiffs and third party actions against
Blake Beckham, attorney at law, Beckham & Thomas, L.L.P., and Sanford Whitman,
the former Chief Financial Officer of the Company seeking damages in excess of
$50 million. In this counterclaim, the Company has asserted that the filing of
this lawsuit and temporary restraining order caused the Company damages.
However, the Company does not believe that the lawsuit will have any further
material impact on the operations or financial condition of the Company.
Discovery is continuing and the matter has not yet been set for trial.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the accounting firm of
Hein + Associates LLP as independent auditors of the Company for its fiscal year
ended June 30, 1998, and is submitting such selection to the Company's
stockholders for their ratification. The Board of Directors recommends that such
appointment be approved by the stockholders. If the foregoing proposal is not
approved, or if Hein + Associates LLP declines to act or otherwise becomes
incapable of performing, or if its appointment is otherwise discontinued, the
Board of Directors will appoint other independent accountants whose appointment
for any period subsequent to fiscal year 1997 will be subject to approval by the
stockholders at the 1998 Annual Meeting of Stockholders. Representatives of Hein
+ Associates LLP are expected to be present at the annual meeting and such
representatives will have an opportunity to make a statement if they so desire.
The representatives will also be expected to be available to answer appropriate
questions.
7
<PAGE>
The Board of Directors recommends a vote FOR this proposal.
OTHER BUSINESS
Management of the Company knows of no matters other than those stated above
which are to be brought before the meeting. However, if any such other matters
should be presented for consideration and voting, it is the intention of the
persons named in the proxy to vote thereon in accordance with their judgment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure
requirements of Item 405 of Regulation S-K require the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by Securities and Exchange Commission
regulation to furnish the Company copies of all Section 16(a ) forms they file.
Based solely on the review of the copies of such forms furnished to the Company,
or written representations that no Forms 5 were required, the Company believes
that during fiscal year 1997 all Section 16(a) filing requirements applicable to
its greater than 10% beneficial owners, directors and officers were complied
with.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report for the Company's fiscal year ended June 30, 1997,
including financial statements, is being furnished with this Proxy Statement to
stockholders of record as of October 27, 1997 and is incorporated herein by
reference.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal for consideration at the
Company's next Annual Meeting of Stockholders and wishes to have the proposal
included in the Company's Proxy Statement for that meeting must submit the
proposal to the Secretary of the Company no later than June 30, 1998. All such
proposals should be in compliance with applicable Securities and Exchange
Commission regulations.
By Order of the Board of Directors,
Kevin B. Halter, Jr.
Secretary
October 31, 1997
8
