<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[_] 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 Rule 14a-11(c) or Rule 14a-12
EASTERN ENVIRONMENTAL SERVICES, 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), 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: $125.00
________________________________________________________________________________
[_] 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>
EASTERN ENVIRONMENTAL SERVICES, INC.
RR #4, Box 4452
Drums, Pennsylvania 18222
------------------
Notice of Annual Meeting of Shareholders
February 29, 1996
------------------
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Eastern Environmental Services,
Inc. (the "Company") will be held at the Hazleton Holiday Inn, Route 309 North,
Hazleton, Pennsylvania, on February 29, 1996, at 8:30 a.m. local time, for the
following purposes:
1. To elect five directors of the Company, each to serve until the
next annual meeting of shareholders;
2. To ratify the appointment of Ernst & Young, LLP as independent
accountants to examine the financial statements of the Company for the fiscal
year ending June 30, 1996; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record of Common Stock and Class A Common Stock at the
close of business on January 24, 1996 are entitled to notice of and to vote at
the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU
ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE SELF-ADDRESSED ENVELOPE, ENCLOSED FOR YOUR
CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
DECIDE TO ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOU MAY REVOKE YOUR
PROXY BY WRITTEN NOTICE AT THAT TIME.
By Order of the Board of Directors
William C. Skuba,
Chairman of the Board
January 29, 1996
<PAGE>
EASTERN ENVIRONMENTAL SERVICES, INC.
------------------
PROXY STATEMENT
The following information is furnished in connection with the solicitation
of proxies by the Board of Directors of Eastern Environmental Services, Inc., a
Delaware corporation (the "Company"), for the Annual Meeting of Shareholders
(the "Meeting") to be held on February 29, 1996, and at any adjournments
thereof. The approximate date on which this Proxy Statement and the accompanying
proxy will be first sent or given to shareholders is January 29, 1996. The
principal executive offices of the Company are located at RR #4, Box 4452,
Drums, Pennsylvania 18222.
The record date for determining shareholders entitled to vote at the
Meeting has been fixed at the close of business on January 24, 1996. As of that
date, there were 4,084,004 shares of Common Stock, $.01 par value per share (the
"Common Stock"), outstanding and 1,591,201 shares of Class A Common Stock, $.01
par value per share (the "Class A Stock"), outstanding. Each share of Common
Stock entitles the holder to one vote, and each share of Class A Stock entitles
the holder to four votes, on each matter that may properly come before the
Meeting. The presence, in person or by proxy, of holders of shares entitled to
cast at least a majority of the votes entitled to be cast by all outstanding
Common Stock and Class A Stock, taken together as a class, will constitute a
quorum for purposes of the Meeting. William C. Skuba, the Chairman of the Board
and Chief Executive Officer of the Company, owns all of the issued and
outstanding shares of Class A Stock.
Directors are elected by the affirmative vote of a plurality of the votes
cast, and votes may be cast in favor of or withheld from each director nominee.
Accordingly, the five nominees who receive the largest number of votes cast will
be elected as directors. Votes may not be cumulated in the election of
directors. An affirmative vote of a majority of the votes entitled to be cast by
shareholders present in person or by proxy at the Meeting is required for
approval of all other matters presented. Abstentions, votes withheld and broker
non-votes (described below) are counted in determining whether a quorum is
present. Abstentions with respect to any proposal other than the election of
directors will have the same effect as votes against the proposal, because
approval requires a vote in favor of the proposal by a majority of the votes
entitled to be cast by shareholders present in person or by proxy at the
Meeting. Broker non-votes, which occur when a broker or other nominee holding
shares for a beneficial owner does not vote on a proposal because the beneficial
owner has not checked one of the boxes on the proxy card, are not considered to
be shares "entitled to vote" (other than for quorum purposes), and will
therefore have no effect on the outcome of any of the matters to be voted upon
at the Annual Meeting.
A form of proxy is enclosed for use at the Meeting. Proxies will be voted
in accordance with shareholders' instructions. If no instructions are indicated
on the proxy, all shares represented by valid proxies received pursuant to this
solicitation (and not revoked before they are voted) will be voted (i) for the
election of the nominees discussed under Proposal 1 below, (ii) for the
ratification of the appointment of Ernst & Young, LLP as independent accountants
to examine the financial statements of the Company for the fiscal
-1-
<PAGE>
year ending June 30, 1996, and (iii) by the proxies in their discretion on any
other matters to come before the meeting. Shareholders whose shares are held of
record by a broker or other nominee are nevertheless encouraged to fill in the
boxes of their choice on the proxy, as brokers and other nominees may not be
permitted to vote shares with respect to certain matters for which they have not
received specific instructions from the beneficial owners of the shares. Any
proxy given may be revoked by the shareholder executing it at any time before it
is voted by a later dated proxy, written revocation sent to the Secretary of the
Company or attendance at the Meeting and voting in person.
The cost of solicitation of proxies by the Board of Directors will be borne
by the Company. Proxies may be solicited by mail, personal interview, telephone
or telegraph. Directors, officers and regular employees of the Company may
solicit proxies by such methods without additional remuneration. Banks,
brokerage houses and other institutions, nominees or fiduciaries will be
requested to forward the proxy materials to beneficial owners in order to
solicit authorizations for the execution of proxies. The Company will, upon
request, reimburse such banks, brokerage houses and other institutions, nominees
and fiduciaries for their expenses in forwarding such proxy material to the
beneficial owners of the Company's Common Stock.
ELECTION OF DIRECTORS
(Proposal 1)
The Board of Directors consists of five members. Each director is elected
to hold office until the next annual meeting of stockholders and until his
successor is elected and qualified. Unless authority to vote for any nominee is
withheld in the proxy, the persons named in the accompanying proxy intend to
vote the shares represented by the proxy for the election as directors of the
five nominees named below, all of whom are at present directors of the Company.
Although the Board of Directors does not contemplate that any of the nominees
named will be unavailable for election, in the event a vacancy in the slate of
nominees results from an unexpected occurrence, it is presently intended that
the proxy will be voted for the election of a nominee who shall be designated by
the Board.
The following biographical information is furnished as to each nominee for
election as a director:
William C. Skuba, 40, has been Chairman of the Board, Chief Executive
Officer and a director of the Company since he founded the Company in 1980. Mr.
Skuba has served as President since February 1991 and Secretary since April
1989. He also served as President and Chief Financial Officer from June 1982
until April 1989 and as Chief Accounting Officer from June 1982 until August
1988.
Timothy W. Sweeney, 53, has been a director of the Company since February
1991. Mr. Sweeney has been a full professor with the Department of Management of
Bucknell University and a business and marketing consultant since September
1980.
Stephen C. Stamos, Jr., 48, has been a director of the Company since July
1994. Mr. Stamos has been a full professor of International Relations of
Bucknell University since 1974.
-2-
<PAGE>
Mr. Stamos' focus has been in the areas of international economics and finance
and has published extensively in academic journals and periodicals.
Robert J. Powell, 36, has been a director of the Company since July 1994.
Mr. Powell has been engaged in the private practice of law in Hazleton,
Pennsylvania since October 1993. Prior to that, Mr. Powell was an attorney with
Hourigan, Kluger, Spohrer & Quinn, P.C., Wilkes-Barre, Pennsylvania from October
1992 to September 1993 and Deasey, Mohoney, Bender & McKenna, Ltd.,
Philadelphia, Pennsylvania from October 1988 to September 1992.
Michael A. Fioravante, 39, joined the Company as Executive Vice President
and Director of Engineering in April 1991. In addition, he has served as
director since August 1994. For 13 years prior to joining the Company, Mr.
Fioravante was Manager of Engineering for Esmer & Associates, an engineering
firm which performed environmental and other engineering work related to the
Company's landfills from 1989 through 1991.
The Board of Directors recommends a vote FOR election of each of the
foregoing nominees as directors.
Meetings of the Board of Directors
The Board of Directors met 14 times during the fiscal year ended June 30,
1995. Each of the above incumbent directors who served during fiscal 1995
attended at least 75% of the meetings of the Board.
The Board of Directors has an Audit Committee. The members of the Audit
Committee are Mr. Sweeney, Mr. Stamos and Mr. Powell. The functions of the Audit
Committee include the recommendation and selection of independent accountants,
the review of audit results, the review of related party transactions and the
evaluation of internal accounting procedures of the Company. The Audit Committee
met three times during the fiscal year ended June 30, 1995, at which meetings
all members were present.
The Board of Directors also has a Compensation Committee and a Nominating
Committee. The Compensation Committee is currently made up of Mr. Skuba and Mr.
Sweeney. The functions of the Compensation Committee consist of setting cash
compensation for employees receiving base salary in excess of $50,000 per year,
setting compensation policy for other employees and approving option grants
under the 1987 and 1991 Stock Option Plans. The functions of the Nominating
Committee, comprised of Mr. Skuba and Mr. Sweeney, consist of finding and
recommending qualified candidates to serve on the Company's Board of Directors.
The Nominating Committee will consider director nominees recommended by
shareholders. Any such recommendation, together with the nominee's
qualifications and consent to being considered as a nominee, should be sent in
writing to the Nominating Committee in care of the Secretary of the Company. The
Compensation Committee met two times and the Nominating Committee met once
during the fiscal year ended June 30, 1995. All Compensation Committee and
Nominating Committee members attended all of the meetings of their respective
Committees during the fiscal year ended June 30, 1995.
-3-
<PAGE>
EXECUTIVE OFFICERS
The following biographical information is furnished as to executive
officers of the Company (other than executive officers who are also nominees for
election as a director, as to whom biographical information is set forth above):
Gregory M. Krzemien, 36, joined the Company as Chief Financial Officer and
Treasurer in August 1992. Prior to joining the Company, Mr. Krzemien was Senior
Audit Manager with Ernst & Young, an independent accounting firm, since October,
1988. Mr. Krzemien worked for Ernst & Young for 11 years prior to joining the
Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1995, all Section
16(a) filing requirements applicable to the Company's officers, directors and
greater than ten-percent beneficial owners were complied with, except that
Messrs. Stamos and Powell each filed his initial statement of beneficial
ownership and one report of a change in beneficial ownership reflecting one
transaction late.
-4-
<PAGE>
EXECUTIVE COMPENSATION
----------------------
The following table sets forth information with respect to compensation paid by
the Company during its last three completed fiscal years to its Chief Executive
Officer, who was the only executive officer of the Company whose total annual
salary and bonus exceeded $100,000 during the Company's fiscal year ended June
30, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Awards
Name & Principal Annual Compensation Securities Underlying All Other
Position Year Salary($) Bonus($) Options(#) Compensation($)
- ---------------- --- ---------- ------- --------------------- ---------------
<S> <C> <C> <C> <C> <C>
William C. Skuba, FY95 124,800 None None 2,500 1/
CEO -
FY94 124,800 None None 2,500 1/
-
FY93 127,390 None None 26,000 1/
-
</TABLE>
- --------
1/ Consists solely of reimbursement of moving expenses.
- -
-5-
<PAGE>
The following table sets forth information concerning individual
grants of stock options and stock appreciation rights made during fiscal year
1995 to the Company's Chief Executive Officer.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Options/SARs Percent of Total Options/SARs Exercise or Base Expiration
Name Granted(#) Granted to Employees in Fiscal Year Price ($/sh) Date
- ------------------- ------------ ----------------------------------- ---------------- -------
<S> <C> <C> <C> <C>
William C. Skuba 0 0 NA NA
</TABLE>
The following table sets forth information concerning each exercise of stock
options during the Company's fiscal year 1995 by the Company's Executive
Officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised In-the-
Number of Securities Money Options/SARs at
Shares Acquired Value Underlying Unexercised Options/SARs FY End ($ Exercisable/
Name on Exercise (#) Realized ($) at FY End (# Exercisable/Unexercisable) Unexercisable)
- ---- -------------- ----------- --------------------------------------- ---------------------------
<S> <C> <C> <C> <C>
William C. Skuba None None None None
</TABLE>
-6-
<PAGE>
Compensation of Directors
- -------------------------
Non-employee directors of the Company receive a fee of $1,000 per meeting
for attendance in person at each Board meeting and $250 for attendance by
telephone. In addition, each non-employee director receives warrants to purchase
shares of the Company's Common Stock. In August 1994, warrants to purchase
15,000 shares of the Company's Common Stock at an exercise price of $.875 per
share were issued to each of Mr. Stamos and Mr. Powell, with 5,000 warrants
vesting at the end of each four month period from date of issuance. All expenses
incurred by all directors for attendance at Board meetings are reimbursed by the
Company. The Board of Directors has also approved Mr. Sweeney and Mr. Stamos to
provide consulting services to the Company as requested from time to time at a
rate of $100 per hour plus expenses. The Company paid approximately $13,000 and
$15,900 to Mr. Sweeney and Mr. Stamos, respectively, for consulting services and
expenses in fiscal 1995.
Employment Contracts, Termination of Employment and Change-in-Control
- ---------------------------------------------------------------------
Arrangements
- ------------
The Company's executive officers have entered into Severance Agreements
with the Company. Under these agreements, if the executive's employment is
terminated involuntarily for any reason other than cause, the Company will pay
the executive (or his estate) a lump sum severance benefit in cash in the amount
of such executive's then current annual salary multiplied by 1.5 or such larger
amount as the Company's Board of Directors may deem appropriate. In addition, if
there is an actual change in control of 20% or more in the Company's voting
power, a sale of substantially all of the assets of the Company or any similar
transaction, and if the executive voluntarily terminates his employment with the
Company within one year after such control change, the Company is obligated to
pay the executive a lump sum severance benefit in cash equal to his then current
annual salary multiplied by 1.5 or such larger amount as the Company's Board of
Directors deems appropriate.
Certain Transactions
In 1987, the Company entered into an agreement with Thomas M. Yanette, a
former director and officer of the Company. Pursuant to such agreement, in
exchange for the surrender by Mr. Yanette of an equity interest he owned in a
predecessor of the Company and the agreement of Mr. Yanette not to compete with
the Company and to provide consulting services to the Company, the Company has
agreed to pay Mr. Yanette $48,000 per year. Such payments began in September
1987 and will continue until August 1997.
Robert J. Powell is the sole shareholder of The Law Offices of Robert J.
Powell, Hazleton, Pennsylvania, which has provided legal services to the Company
since July 1994. The Company has retained Mr. Powell's law firm to provide legal
services for the Company during fiscal year 1995. The Company paid approximately
$112,000 for such legal services in fiscal 1995.
-7-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's capital stock, as of December 31, 1995, by each of
the Company's directors and nominees for directorship, by each of the Named
Executive Officers, by all officers and directors of the Company as a group, and
by all persons known to the Company to be the beneficial owner of more than 5%
of the Company's outstanding Common Stock or Class A Common Stock. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares listed.
<TABLE>
<CAPTION>
Percent of
Common Stock Class A Common Stock Voting Power(b)
----------------------------------- ------------------------------------- --------------
Amount and Nature Amount and Nature
Name and Address of of Beneficial Percent of Class of Beneficial Percent of Class
Beneficial Owner(a) Ownership Outstanding Ownership Outstanding
- ------------------- ----------------- ---------------- -------------------- ----------------
<S> <C> <C> <C> <C> <C>
William C. Skuba 35,000(c) * 1,591,201 100% 61.2%
Michael A.
Fioravante 160,700(d) 3.8% 0 * 1.5%
Timothy W. Sweeney 37,000(e) * 0 * *
Stephen C. Stamos, Jr. 21,000(e) * 0 * *
Robert J. Powell 21,000(e) * 0 * *
Jack Casagrande 250,000 6.1% 0 * 2.4%
11550 SW 95th Avenue
Miami, FL 33176
Ralph Velocci 250,000 6.1% 0 * 2.4%
349 Center Island
Golden Beach, FL 33160
Ronald I. Heller 250,000(f) 5.9% 0 * 2.4%
7 Ethan Allen Court
Orangeburg, NY 10962
Bette Nagelberg 250,000(f) 5.9% 0 * 2.4%
789 Ontario Court
Franklin Lakes, NJ 07417
Continental Waste 428,500 10.5% 0 * 4.1%
67 Walnut Avenue
Suite 103
Clark, NJ 07066
All officers and
directors as a group
(6 persons) 434,700(c)(g) 9.7% 1,591,201 100% 62.7%
</TABLE>
________________________
*Represents less than 1% of the outstanding shares.
(a) Except as otherwise indicated, the address of each person identified is
care of Eastern Environmental Services, Inc., RR #4, Box 4452, Drums,
Pennsylvania 18222.
(b) Holders of Class A Stock are entitled to four votes for each share, and
holders of Common Stock are entitled to one vote for each share, on all
matters submitted to a vote of stockholders.
(c) Includes 15,000 shares of Common Stock owned by Nancy Skuba, Mr. Skuba's
mother, with respect to which a proxy has been granted to William Skuba.
Does not include 1,591,201 shares of Common Stock which may be acquired
upon conversion of Class A Common Stock held by William Skuba.
(d) Includes 160,000 shares purchasable upon the exercise of options and
warrants.
(e) Consists solely of shares purchasable upon the exercise of options and
warrants.
(f) Includes 125,000 shares purchasable upon the exercise of warrants.
(g) Includes 399,000 shares purchasable upon the exercise of options and
warrants.
-8-
<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proposal 2)
The Board of Directors of the Company has appointed Ernst & Young, LLP as
independent public accountants to examine the financial statements of the
Company for the year ending June 30, 1996. Ernst & Young, LLP has served as
accountants for the Company since October 1990. A representative of Ernst &
Young, LLP is expected to be present at the Meeting and will be given an
opportunity to make a statement if he desires to do so and to respond to
appropriate questions.
To be ratified, the appointment must be approved by a majority of the votes
cast by all holders of the Common Stock and Class A Stock present, in person or
by proxy, and entitled to vote at the Meeting.
Although the submission of the appointment of Ernst & Young, LLP is not
required by law or the By-laws of the Company, the Board of Directors is
submitting it to the shareholders to ascertain their views. If the shareholders
do not ratify the appointment, the Board of Directors will not be bound to seek
other independent accountants for fiscal year 1996, but the selection of other
independent accountants will be considered in future years. If Ernst & Young,
LLP shall decline to accept or become incapable of accepting its appointment, or
if its appointment is otherwise discontinued, the Board of Directors will
appoint other independent public accountants.
The Board of Directors recommends a vote FOR Proposal 2 to ratify the
appointment of Ernst & Young, LLP.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the next annual
meeting of shareholders must be received by the Company by October 1, 1996, in
order to be considered for inclusion in the Company's proxy material for such
meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Company does not intend to
present and has not been informed that any other person intends to present any
appropriate business not specified in this Proxy Statement for action at the
meeting. However, if other matters should properly come before the meeting or
any adjournment thereof, it is the intention of the persons named in the
accompanying proxy, or their substitutes, to vote the proxy in accordance with
their judgment in such matters.
By Order of the Board of Directors
William C. Skuba,
Chairman of the Board
Drums, Pennsylvania
January 29, 1996
-9-
<PAGE>
EASTERN ENVIRONMENTAL SERVICES, INC.
-------------------------------------
Proxy Solicited On Behalf Of The Board of Directors
The undersigned, revoking all previous proxies, hereby appoints William C.
Skuba and Gregory M. Krzemien, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, to vote,
as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares which the undersigned would be
entitled to vote at the Annual Meeting of the Stockholders of the Company to be
held on February 29, 1996, and at any adjournment or postponement thereof.
1. Election of Directors:
[_] FOR the nominees listed below [_] WITHHOLD AUTHORITY to vote for
for
the nominees listed below
Nominees: For a one-term expiring at the 1997 Annual Meeting: William C. Skuba,
Timothy W. Sweeney, Stephen C. Stamos, Jr., Robert J. Powell and
Michael A. Fioravante.
(Instruction: To withhold authority to vote for any nominee(s), write the
name(s) of such nominee(s) on the line below.)
---------------------------------------------------
2. Ratification of appointment of Ernst & Young LLP as independent auditors
for the Company for the fiscal year ending June 30, 1996:
[_] For [_] Against [_] Abstain
Please date and sign your Proxy on the reverse side and return it promptly.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
FOR DIRECTOR LISTED ON THE REVERSE SIDE HEREOF, AND "FOR" RATIFICATION OF
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 1996. THIS PROXY ALSO DELEGATES DISCRETIONARY
AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT.
__________________________________________________
Signature of Shareholder
__________________________________________________
Signature of Shareholder
Date:_____________________________, 1996
NOTE: PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR
ON YOUR STOCK CERTIFICATE. WHEN SIGNING AS ATTORNEY-
IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE ADD YOUR TITLE AS SUCH, AND IF SIGNER IS A
CORPORATION, PLEASE SIGN WITH FULL CORPORATE NAME BY A
DULY AUTHORIZED OFFICER OR OFFICERS AND AFFIX THE
CORPORATE SEAL. WHERE STOCK IS ISSUED IN THE NAME OF
TWO (2) OR MORE PERSONS, ALL SUCH PERSONS SHOULD SIGN.
