- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/ / Soliciting material pursuant to Rule 14a-1(c) or Rule 14a-2
WINSTON RESOURCES, INC.
--------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------
(Name of Person(s) filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $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 transactions applies:
---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
/ / 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:
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
WINSTON RESOURCES, INC.
535 FIFTH AVENUE
NEW YORK, NEW YORK 10017
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 30, 1996
-------------------
The Annual Meeting of Stockholders of Winston Resources, Inc. (the
"Company") will be held at the offices of Bank of New York, 51 West 51st Street,
New York, New York on Thursday, May 30, 1996, at 9:00 a.m. local time for the
following purposes:
1. To elect three directors to hold office for a term of three years and
until their successors have been elected and qualified.
2. To consider and vote upon a proposal to approve the Company's 1996 Stock
Plan.
3. To consider and act upon a proposal to ratify the selection of Ernst &
Young LLP as the Company's independent auditors for the current fiscal year.
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 26, 1996 are
entitled to notice of and to vote at the Annual Meeting. A list of such
stockholders will be available at the Annual Meeting for examination by any
stockholder. During the ten days prior to the Annual Meeting, the list may be
inspected by any stockholder, for any purpose germane to the Annual Meeting,
during usual business hours at the offices of Newman Tannenbaum Helpern Syracuse
& Hirschtritt, 900 Third Avenue, New York, New York 10022.
Your attention is drawn to the accompanying Proxy Statement.
By Order of the Board of Directors,
David Silver
Secretary
May 3, 1996
New York, New York
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE
URGED TO DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE.
<PAGE>
WINSTON RESOURCES, INC.
535 FIFTH AVENUE
NEW YORK, NEW YORK 10017
-------------------
PROXY STATEMENT
-------------------
This Proxy Statement and the accompanying proxy card are to be mailed to
holders of shares of common stock, par value $.01 per share (the "Common
Stock"), of Winston Resources, Inc., a Delaware corporation (the "Company"),
commencing on or about May 3, 1996, in connection with the solicitation of
proxies by the Board of Directors of the Company (the "Board") for use at the
1996 Annual Meeting of Stockholders (the "Meeting") to be held on Thursday, May
30, 1996 at 9:00 a.m. local time at the offices of Bank of New York.
Proxies in the form enclosed are solicited by the Board for use at the
Meeting. All properly executed proxies received prior to or at the Meeting will
be voted. If a proxy specifies how it is to be voted, it will be so voted. If no
specification is made, it will be voted (1) for the election of management's
nominees as directors, (2) in favor of the proposal to approve the Company's
1996 Stock Plan, (3) for ratification of the selection of Ernst & Young LLP as
the Company's independent auditors for the current fiscal year, and (4) if other
matters properly come before the Meeting, in the discretion of either of the
persons named in the proxy. The proxy may be revoked by a properly executed
writing of the stockholder delivered to the Company's Chairman of the Board or
Secretary before the Meeting, or by the stockholder at the Meeting before it is
voted.
The Board has fixed the close of business on April 26, 1996 as the record
date for determining the stockholders of the Company entitled to notice of and
to vote at the Meeting. On that date, there were 2,923,833 shares of Common
Stock outstanding and entitled to vote. Each such share is entitled to one vote
on each matter submitted to a vote at the Meeting. Stockholders are not entitled
to vote cumulatively in the election of directors.
As required under Section 231 of the Delaware General Corporation Law (the
"DGCL"), the Company will, in advance of the Meeting, appoint one or more
Inspectors of Election to conduct the vote of the Meeting. The Company may
designate one or more persons as alternate Inspectors of Election to replace any
Inspector of Election who fails to act. If no Inspector or alternate Inspector
is able to act at the Meeting, the person presiding at the Meeting will appoint
one or more Inspectors of Election. Each Inspector of Election before entering
the discharge of his duties shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality. The Inspectors of Election
will (i) ascertain the number of shares of Common Stock outstanding as of the
record date, (ii) determine the number of shares of Common Stock present or
represented by proxy at the Meeting and the validity of the proxies and ballots,
(iii) count all votes and ballots, and (iv) certify the determination of the
number of shares of Common Stock present in person or represented by proxy at
the Meeting and the count of all votes and ballots.
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Meeting, present in person or
represented by proxy, shall constitute a quorum at the Meeting. Under Section
216 of the DGCL, any stockholder who abstains from voting on any particular
matter described herein will be counted for purposes of determining a quorum.
For purposes of voting on the matters described herein, the affirmative vote of
(i) a plurality of the shares of Common Stock present or represented at the
Meeting is required to elect management's nominees as directors and (ii) a
majority of the shares present or represented at the Meeting is required to
approve the Company's 1996 Stock Plan and (iii) a majority of the shares present
or represented at the Meeting is required to ratify the selection by the Board
of Ernst & Young LLP as the Company's independent auditors for the current
fiscal year.
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table below.
Each executive officer of the Company serves at the pleasure of the Board of
Directors.
<TABLE>
<CAPTION>
YEAR BECAME AN
NAME AND AGE POSITION EXECUTIVE OFFICER
- ----------------------------- ---------------------------------------------- -----------------
<S> <C> <C>
Seymour Kugler, 59........... Chairman, President and Chief Executive 1967
Officer
Jesse Ulezalka, 47........... Chief Financial Officer 1995
Alan E. Wolf, 51............. Vice President, Executive Vice President of a 1971
Division
Todd Kugler, 30.............. Vice President 1995
Gregg S. Kugler, 34.......... Vice President 1993
David Silver, 65............. Vice President and Secretary 1992
David Frankel, 35............ Principal Financial Officer 1993*
</TABLE>
- ------------
* Mr. Frankel resigned as the Principal Financial Officer in July 1995.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation, as amended (the "Restated
Certificate of Incorporation"), and By-Laws, as amended (the "By-Laws"), of the
Company provide that the number of directors of the Company shall be fixed from
time to time by the Board of Directors but shall not be less than three
classified into three approximately equal classes. The Board of Directors has
fixed the number of directors constituting the entire Board of Directors at
eight. Class I of the Board consists of two directors, who hold office until the
1997 Annual Meeting of Stockholders. The current Class I director is Reuben W.
Abrams. There is one vacancy on the Board in Class I. The Company may fill that
vacancy by action of the Board. Classes II and III of the Board each consist of
three directors, who hold office until the 1998 and 1996 Annual Meetings of
Stockholders, respectively. The current Class II directors are Martin Wolfson,
Martin A. Fischer and Martin J. Simon.
The Board of Directors has selected, and will cause to be nominated at the
Meeting, three persons for election as Class III directors, to hold office until
the 1999 Annual Meeting and until their successors shall have been duly elected
and qualified. Assuming that a quorum of stockholders is present at the Meeting
in person or by proxy, the directors will be elected by a plurality of the votes
cast at the Meeting.
The persons named on the enclosed proxy card or their substitutes will vote
all of the shares that they represent for the nominees listed below unless
instructed otherwise on the proxy card. If such nominees should be unavailable
to stand for election, the persons named on the proxy card or their substitutes
may vote for a substitute designated by the Board of Directors. At the date of
this Proxy Statement, the Board of Directors has no reason to believe that the
following nominees will be unable to stand for election.
Set forth below is certain information concerning the directors of the
Company, including those persons nominated by the Board of Directors for
election at the Meeting. All of the nominees for election at the Meeting were
previously elected by the Company's stockholders as directors of the Company.
NOMINEES FOR ELECTION
NAME AND AGE DIRECTOR SINCE
- ------------------------------- --------------
Seymour Kugler, 59............. 1967
Alan E. Wolf, 51............... 1971
Gregg S. Kugler, 34............ 1992
2
<PAGE>
CONTINUING DIRECTORS
NAME AND AGE DIRECTOR SINCE
- ------------------------------ --------------
[S] [C]
Martin Wolfson, 59............ 1987
Martin A. Fischer, 59......... 1987
Martin J. Simon, 76........... 1992
Reuben W. Abrams, 73.......... 1990
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR
---
ELECTION AS DIRECTORS.
BIOGRAPHICAL INFORMATION
Certain information about the executive officers and the directors of the
Company is set forth below. This information has been furnished to the Company
by the individuals named.
Mr. Seymour Kugler, who is generally known to employees of the Company as Sy
Kaye, founded the Company in 1967 and has been its Chief Executive Officer since
that time.
Mr. Wolf has been a Vice President of the Company since 1971, and has been
an Executive Vice President of the Company's permanent placement division,
Winston Personnel, since 1974.
Mr. Gregg Kugler (who is known generally to clients and employees of the
Company as Gregg Kaye) has been employed by the Company since 1984. From 1985
through 1988, Mr. Kugler was a manager of a division of Winston Personnel, and
since that time has been a Vice President of Winston Personnel. Mr. Kugler was
elected a Vice President in 1993. He is Seymour Kugler's son.
Mr. Wolfson, a certified public accountant, is Senior Vice President, Chief
Financial Officer and a director of Concord Fabrics, Inc., New York, New York,
which develops, designs, styles and produces woven and knitted fabrics for sale
to clothing manufacturers and fabric retailers. He has been employed by that
corporation since 1966, has been an officer and a director since 1973 and was
first elected to his present offices in 1981.
Mr. Fischer is a member of the Board of Trustees of Brooklyn Law School. He
has been of counsel to the New York City law firm of Warshaw Burstein Cohen
Schlesinger & Kuh since 1986.
Mr. Simon has been the Chairman of the Board and President of First Central
Financial Corporation and First Central Insurance Company since August 1985 and
August 1980, respectively. Mr. Simon is also a partner in the law firm of Simon,
Drabkin & Margulies, and a member of the Board of Directors of Continental Bank
in Garden City, New York.
Mr. Abrams served as the Treasurer and Chief Financial Officer of the
Company from August 1988 through January 2, 1992, at which time he resigned from
such positions. He currently acts as a consultant to the Company on financial
and accounting matters. Mr. Abrams has been a director since November 1990.
Mr. Silver has been Secretary of the Company since December 31, 1991, having
replaced Melvin A. Winograd who retired. Mr. Silver has been Vice
President--Administration/Human Resources of the Company since November 1987.
Mr. Silver was elected a Vice President in June 1995.
Mr. Ulezalka has been the Chief Financial Officer of the Company since
August 4, 1995, having replaced Mr. David Frankel who is no longer with the
Company. Prior to this he was CFO of Consultants for Architects, Inc. from April
1995--August 1995, Financial Consultant from April 1994--April 1995, CFO, Vice
President--Finance ECCO Staffing Services, Inc. from
3
<PAGE>
March 1992--April 1994 and Vice President--Finance and corporate secretary of
Unity Healthcare Holding Co., Inc. from January 1989--March 1992.
Mr. Todd Kugler (who is known generally to clients and employees of the
Company as Todd Kaye) has been with the Company since 1988. He became a Vice
President of the Company on November 23, 1995. He is Seymour Kugler's son.
Mr. Frankel was employed by the Company from 1990 through July 1995. He
served as the Company's Assistant Controller from November 1990 until January
1992 and as the Controller from January 1992 until May 1993. He was elected
Principal Financial Officer in May 1993 and served as such until July 1995.
FUNCTIONS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
Under the DGCL, the business and affairs of the Company are managed under
the direction of the Board. The Board establishes fundamental corporate policies
and authorizes various types of significant transactions, but is not involved in
day-to-day operational decisions. During 1995, the Board held two meetings. Each
of the directors attended the first meeting of the Board held in 1995 and five
attended the second meeting held in 1995. The Board has appointed from its
members an Executive Committee, an Audit Committee, a Compensation Committee, an
Option Committee and an Alternate Option Committee with the areas of
responsibility described below.
THE EXECUTIVE COMMITTEE consists of Seymour Kugler, Reuben W. Abrams and
Alan E. Wolf. Gregg Kugler is an alternate member. It is empowered to exercise
all of the authority of the Board, subject to certain limitations specified in
the By-Laws, during the intervals between meetings of the Board. It is
contemplated that meetings of the Executive Committee will be convened only in
extraordinary circumstances when it is not practicable to call a meeting of the
full Board. The Executive Committee did not meet during 1995.
THE AUDIT COMMITTEE consists of Martin A. Fischer, Martin Wolfson and Martin
J. Simon. It is responsible for overseeing and reporting to the Board of
Directors concerning the policies and practices of the Company and its
subsidiaries with respect to accounting, financial reporting, and internal
auditing and financial controls. It also is responsible for maintaining a direct
exchange of information between the Board of Directors and the Company's
independent auditors. The Audit Committee did not meet during 1995.
THE COMPENSATION COMMITTEE consists of Martin J. Simon, Martin A. Fischer
and Martin Wolfson. It must approve the salary of each officer of the Company
and its subsidiaries which exceeds a specified amount and is responsible for
reviewing, and making recommendations to the management of the Company
concerning the general policies and practices of the Company and its
subsidiaries with respect to compensation and employee benefits. The
Compensation Committee did not meet during 1995.
THE OPTION COMMITTEE consists of Martin A. Fischer, Martin Wolfson and
Martin J. Simon. It administers the Company's 1990 Incentive Program (as defined
herein) and will also administer the 1996 Stock Plan (as defined herein) if it
is approved by the Stockholders. The ALTERNATE OPTION COMMITTEE, which
administers grants to outside directors under the Company's 1990 Incentive
Program and which will administer the 1996 Stock Plan if approved, consists of
Seymour Kugler, Alan E. Wolf and Gregg Kugler. The Option Committee acted by
unanimous written consent twice during 1995 and the Alternate Option Committee
acted by unanimous written consent once during 1995.
The Board of Directors has not appointed a nominating committee.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock with respect to the Company's directors, the
Company's "named executive officers" within the meaning of Item 402(a)(2) of
Regulation S-B of the Securities Act of 1933, as amended (the "Act") and by all
of the Company's directors and executive officers as a group, as reported to the
Company as of March 22, 1996. Beneficial ownership has been determined for
purposes of the following table in accordance, with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), under which a person is
deemed to be the beneficial owner of securities if he or she has or shares
voting power or investment power in respect of such securities or has the right
to acquire beneficial ownership within 60 days.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS NUMBER OF SHARES (1) OUTSTANDING SHARES
- ---------------------------------------------------- -------------------- -------------------------
<S> <C> <C>
DIRECTORS AND OFFICERS
Seymour Kugler (2)(3)............................... 1,351,974 42.59%
c/o Winston Resources, Inc.
535 Fifth Avenue
New York, New York 10017
Gregg Kugler (3)(4)................................. 103,466 3.50%
c/o Winston Resources, Inc.
535 Fifth Avenue
New York, New York 10017
Alan E. Wolf (3)(5)................................. 122,623 4.17%
c/o Winston Resources, Inc.
535 Fifth Avenue
New York, New York 10017
David Silver (3)(6)................................. 38,966 1.32%
c/o Winston Resources, Inc.
535 Fifth Avenue
New York, New York 10017
Reuben W. Abrams (7)................................ 25,633 (8)
c/o Winston Resources, Inc.
535 Fifth Avenue
New York, New York 10017
Martin Wolfson (9).................................. 2,333 (8)
c/o Concord Fabrics Inc.
1359 Broadway
New York, New York 10018
Martin A. Fischer (10).............................. 5,333 (8)
c/o Warshaw Burstein Cohen Schlesinger & Kuh
535 Fifth Avenue
New York, New York 10017
Martin J. Simon (11)................................ 7,333 (8)
c/o First Central Insurance Company
266 Merrick Road
Lynbrook, New York 11563
All directors and executive officers as a group (9
persons) (12)....................................... 1,748,461 53.09%
OTHER BENEFICIAL OWNER
First Union Corporation (13)........................ 200,000 6.85%
One First Union Center
Charlotte, North Carolina 28288
</TABLE>
(Footnotes on following page)
5
<PAGE>
(Footnotes for preceding page)
- ------------
(1) All shares are beneficially owned and, unless otherwise stated, the sole
voting power and investment power is held by the persons named.
(2) The amount set forth above does not include shares owned by Alec Peters, a
former Vice President of the Company, and Melvin A. Winograd, a former
director and officer of the Company, as to which Mr. Kugler has sole voting
power, but not investment power, pursuant to irrevocable proxies granted in
connection with a voting agreement among the three stockholders. The
Company has no current information in respect of the respective
shareholdings of Messrs. Peters and Winograd, who are no longer affiliated
with the Company. The amount set forth above includes 253,333 shares
currently issuable upon the exercise of stock options issued pursuant to
the Option Plan.
(3) For the year ended December 31, 1995 such person was a "Named Executive
Officer" of the Company within the meaning of Item 402(a)(2) of Regulation
S-B of the Act.
(4) The amount set forth above includes 36,666 shares currently issuable upon
the exercise of stock options issued pursuant to the Option Plan. Mr.
Kugler disclaims beneficial ownership of 24,000 shares owned by his
children.
(5) The amount set forth above includes 15,666 shares issuable upon the
exercise of stock options issued pursuant to the Option Plan.
(6) The amount set forth includes 32,366 shares issuable upon the exercise of
stock options issued pursuant to the Option Plan.
(7) The amount set forth above includes 2,333 shares issuable upon the exercise
of stock options issued pursuant to the Option Plan.
(8) Represents less than 1% of the outstanding shares.
(9) Reflects shares issuable upon the exercise of stock options issued pursuant
to the Option Plan.
(10) The amount set forth above includes 2,333 shares issuable upon the exercise
of stock options issued pursuant to the Option Plan.
(11) The amount set forth above includes 2,333 shares issuable upon the exercise
of stock options issued pursuant to the Option Plan.
(12) The total number of directors and executive officers of the Company
includes one executive officer for the year ended December 31, 1995 who was
not included as a "named executive officer" within the meaning of Item
402(a)(2) of Regulation S-B of the Act. The amount set forth above includes
372,363 shares currently issuable upon the exercise of stock options issued
pursuant to the Option Plan.
(13) To the Company's knowledge, First Union Corporation and Seymour Kugler are
the only beneficial owners of more than five percent of the Common Stock.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth certain information
concerning the compensation of the Company's "named executive officers" within
the meaning of Item 402(a)(2) of Regulation S-B of the Act, as amended, for each
of the three fiscal years during the period ending December 31, 1995.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION(1) ------------------- ALL OTHER
----------------- OPTIONS TO PURCHASE COMPENSATION(3)
SALARY BONUS SHARES(2) ---------------
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ------------------------------ ----------- ------- ------ ------------------- ---------------
<S> <C> <C> <C> <C> <C>
Seymour Kugler................ Fiscal 1995 413,600 61,901 25,000 7,300
Chairman of the Board and Fiscal 1994 400,000 51,000 30,000 7,000
Chief Executive Officer Fiscal 1993 334,000 17,000 100,000 7,000
Alan E. Wolf.................. Fiscal 1995 190,000 34,852 5,000 2,900
Vice President, Executive Fiscal 1994 180,000 35,000 12,000 3,000
Vice President of a Division Fiscal 1993 166,000 0 3,000 3,000
Gregg S. Kugler............... Fiscal 1995 190,000 55,635 10,000 1,600
Vice President Fiscal 1994 164,000 35,000 20,000 2,000
Fiscal 1993 132,000 0 10,000 2,000
Todd Kugler................... Fiscal 1995 140,000 67,718 10,000 600
Vice President Fiscal 1994 N/A N/A N/A N/A
Fiscal 1993 N/A N/A N/A N/A
David Silver.................. Fiscal 1995 125,000 10,000 5,000 2,400
Vice President and Secretary Fiscal 1994 112,000 0 6,300 2,000
Fiscal 1993 103,000 0 8,500 2,000
</TABLE>
- ------------
(1) The aggregate amount of perquisites and other personal benefits for each of
the "named executive officers" did not equal or exceed the lesser of either
$50,000 or 10% of the total of such individual's base salary and bonus, as
reported herein for the last fiscal year, and is not reflected in the table.
(2) Stock options are granted under the terms and provisions of the Company's
1990 Incentive Program. For a description of the stock options issued in
fiscal 1995, see "Option Grants in Last Fiscal Year."
(3) Amounts reported under this column reflect premiums paid by the Company on
behalf of the "named executive officers" for supplemental long-term
disability coverage in excess of the coverage provided to employees
generally.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain summary information concerning
individual grants of stock options made to "named executive officers" within the
meaning of Item 402(a)(2) of Regulation S-B of the Act during the fiscal year
ended December 31, 1995 under the Option Plan. Except as set forth in
the table below, during fiscal year 1995, the Company did not grant any stock
options under the Company's 1990 Incentive Program to any of the Named Executive
Officers.
7
<PAGE>
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE OF TOTAL OPTIONS
UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE
GRANT(1) FISCAL YEAR PRICE EXPIRATION
NAME (#) (%) ($) DATE
- --------------------------------------- ---------- --------------------------- -------- ----------
<S> <C> <C> <C> <C>
Seymour Kugler......................... 25,000 25.2% 1.65 01/03/05
Alan E. Wolf........................... 5,000 5.0% 1.50 01/03/05
Gregg S. Kugler........................ 10,000 10.1% 1.50 01/03/05
Todd Kugler............................ 10,000 10.1% 1.50 01/03/05
David Silver........................... 5,000 5.0% 1.50 01/03/05
</TABLE>
- ------------
(1) The stock options reported in this column vest in equal annual installments
of one third of the underlying shares commencing on the one year anniversary
of the date of grant and become exercisable immediately upon (i) the death
of the optionee or termination of employment by reason of total and
permanent disability or (ii) a "change of control" of the Company. The
options terminate ten years after the date of grant or, if sooner, two years
after the optionee ceases to be employed by the Company for any reason,
except that if the Optionee's employment is terminated "for cause", all of
his options then outstanding terminate immediately. Options outstanding upon
the death of an optionee may be exercised by his heirs or legal
representative at any time prior to the specified expiration date of the
options or (ii) the expiration of 90 days following the appointment of the
optionee's personal representative, the first anniversary of whichever is
the first to occur. Payment of options exercised may be in cash or shares of
Common Stock.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides certain summary information concerning stock
option exercises during the fiscal year ended December 31, 1995, by the "named
executive officers" within the meaning of Item 402(a)(2) of Regulation S-B under
the Act and the value of unexercised stock options held by the "named executive
officers" as of December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS "IN THE MONEY"
SHARES AT FISCAL YEAR END(2) OPTIONS AT FISCAL
ACQUIRED VALUE (#) YEAR END(2)($)
ON REALIZED ANNUALIZED --------------------------- ---------------------------
NAME EXERCISE (1) GRANT (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- --------- -------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Seymour Kugler................. -- -- -- 201,667 53,333 155,941 25,626
Alan E. Wolf................... -- -- -- 9,000 14,000 4,250 813
Gregg S. Kugler................ -- -- -- 23,333 26,667 14,167 2,708
Todd Kugler.................... -- -- -- 15,000 20,000 9,792 2,708
David Silver................... -- -- -- 25,767 12,033 20,354 2,302
</TABLE>
- ------------
(1) None of the "named executive officers" exercised any stock options during
the fiscal year ended December 31, 1995.
(2) Represents the aggregate number of stock options held as of December 31,
1995 which can and cannot be exercised pursuant to the terms and provisions
of the stock options.
(3) Values were calculated by multiplying the closing market price of the Common
Stock as reported on the American Stock Exchange on December 29, 1995 ($1.25
per share), by the respective number of shares and subtracting the exercise
price per share, without any adjustment for any termination or vesting
contingencies.
8
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENT
Mr. Seymour Kugler entered into a five-year employment agreement with the
Company, effective as of October 1, 1987, which was amended on May 25, 1989 and
March 25, 1992 (the "Employment Agreement"), pursuant to which he serves as the
chief executive officer of the Company. Under the terms of the Employment
Agreement, Mr. Kugler's term of employment was extended for an additional five
(5) year period ending on August 14, 1997. The Employment Agreement provides for
the payment to Mr. Kugler of (i) a base salary at the annual rate of $400,000
per annum, subject to annual cost of living adjustments and increases at the
discretion of the Board, and (ii) incentive compensation with respect to each
fiscal year during his term of employment of an amount equal to the aggregate of
the following percentages of Pre-Tax Income (as defined in the Employment
Agreement): (i) 6% of Pre-Tax Income up to $1,000,000; (ii) 10% of Pre-Tax
Income over $1,000,000 up to $2,000,000; (iii) 20% of Pre-Tax Income over
$2,000,000 up to $3,200,000; and (iv) 6% of Pre-Tax Income over $3,200,000,
without limitation. In the event of the termination of Mr. Kugler's employment
by reason of his death or disability, the Company will continue to pay his
salary to him or his widow, or his surviving minor children, if any, for a
period of one year thereafter. In the event of the Company's termination of Mr.
Kugler's employment for any reason other than for disability or for cause, the
Company will pay Mr. Kugler up to twice his annual salary over a period of one
year,
In addition, under the terms of the Employment Agreement, Mr. Kugler is
entitled to the payment of certain benefits if within two years following the
occurrence of a "change in control" (as defined in the Employment Agreement) Mr.
Kugler is terminated other than by reason of death, disability, retirement, or
for cause, or if Mr. Kugler terminates his employment for "good reason" (each, a
"Triggering Event"). Under the terms of the Employment Agreement, Mr. Kugler is
entitled upon the occurrence of a Triggering Event to receive his base salary,
fringe benefits and incentive compensation, if any, through the date of
termination, plus a lump sum severance payment equal to one time Mr. Kugler's
base salary (as defined in the Employment Agreement), provided that in no event
shall the total payments exceed 2.99 times Mr. Kugler's "base amount" as such
term is defined in Section 28OG of the Internal Revenue Code. The terms of the
Employment Agreement provide that in the event Mr. Kugler's employment is
terminated within two (2) years following the occurrence of a change of control
by reason of death or disability, Mr. Kugler shall be entitled to death or
long-term disability benefits, as the case may be, on terms no less favorable
than the most favorable benefits to which he would have been entitled had the
death or termination for disability occurred at any time during the period
commencing one year prior to the initiation of actions resulting in a change of
control of the Company.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company or any of its
subsidiaries do not receive any compensation, other than their regular salaries,
for attending meetings of the Board of Directors or any committee thereof. See
"Summary Compensation Table." Other members of the Board (the "Non-Employee
Directors") receive a retainer of $2,000 per year payable quarterly in arrears,
plus a fee of $500 for each meeting of the Board and of any committee thereof
attended, but only for committee meetings that take place on days other than the
day of a Board meeting. Additionally, Non-Employee Directors are eligible to
receive stock options pursuant to the Option Plan (the "Director Options"). In
1995, the Non-Employee Directors, presently consisting of Messrs. Martin
Wolfson, Martin A. Fischer and Martin J. Simon, each received a Director Option
to purchase 2,000 shares of Common Stock exercisable at the fair market value of
the Common Stock on the date of grant. The Director Options vest in annual
installments of one-third of the underlying shares commencing on the one year
anniversary of the date of grant and terminate automatically ten years after the
date of grant, subject to early termination in the event that the optionee
ceases being a member of the Board.
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SECTION 16(A) REPORTING UNDER THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock of the
Company to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the exchange on which the Common Stock is
listed for trading. Officers, directors and more than ten percent stockholders
are required by regulations promulgated under the Exchange Act to furnish the
Company with copies of all Section 16(a) reports filed.
The Company has reviewed copies of the Section 16(a) reports filed for the
year ended December 31, 1995 and written representations from certain reporting
persons that no delinquent Form 3 holdings or Form 4 transactions were required
to be reported on Form 5 for such persons for the year ended December 31, 1995.
Based solely on this review, the Company believes that all reporting
requirements applicable to its officers, directors and more than ten percent
stockholders were complied with for the year ended December 31, 1995.
PROPOSAL TO APPROVE THE 1996 STOCK PLAN
Since 1990, the Company has had in effect an incentive program providing for
the grant of options to purchase shares of the Company's Common Stock to
employees, executive officers and directors (the "1990 Incentive Program"). See
"Executive Compensation--Option Grants in Last Fiscal Year," below. In the
opinion of the Board of Directors, the 1990 Incentive Program has been of
substantial value to the Company and its subsidiaries in attracting, retaining
and motivating employees who can contribute significantly to the growth and
successful operations of the Company and its subsidiaries.
The Board adopted the Winston Resources, Inc. 1996 Stock Plan (the "1996
Stock Plan") on March 28, 1996, subject to the approval of the Company's
stockholders. Accordingly, at the Meeting, the Company's stockholders will be
asked to approve the 1996 Stock Plan, and the Board recommends that it be
approved. The Board and management believe that the 1996 Stock Plan will help
attract and retain competitively superior employees and promote long-term growth
and profitability by further aligning employee and stockholder interests. The
affirmative vote of a majority of the shares of the Company's Common Stock
voting on this resolution, in person or by proxy, is required for its adoption.
If the Stock Plan is approved, the Administrator (as defined below) of the 1996
Stock Plan will have more flexibility to determine the type and amount of awards
to be granted to eligible participants.
The Option Committee acted on April 9, 1996 to grant options to purchase
155,500 shares subject to shareholder approval of the 1996 Stock Plan. The
Alternate Option Committee acted on April 9, 1996 to grant options to purchase
6,000 shares subject to shareholder approval of the 1996 Stock Plan.
A summary of the essential features of the 1996 Stock Plan is provided
below, but is qualified in its entirety by reference to the full text of the
1996 Stock Plan, which is attached as Exhibit A to this Proxy Statement. All
defined terms used below have the meaning set forth in the Stock Plan, unless
otherwise indicated.
PURPOSE AND ELIGIBILITY
The 1996 Stock Plan is intended to promote the interests of the Company by
affording employees, executive officers and directors of the Company and its
present and future subsidiaries and outside consultants or advisors to the
Company, an opportunity to acquire a proprietary interest in the Company in
order to attract and retain such persons, to provide them with long term
financial incentives to increase the value of the Company and to provide them
with a stake in the future of the Company which corresponds to the stake of each
of the Company's stockholders. The Administrator of the 1996
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Stock Plan shall determine which members of such class of eligible individuals
shall receive grants under the 1996 Stock Plan and the terms of such grants.
SHARES SUBJECT TO PLAN
The aggregate number of shares of the Company's Common Stock that may be
granted under the 1996 Stock Plan shall be 400,000 ("Shares"), subject to
adjustment as provided in the 1996 Stock Plan. The 400,000 shares initially
reserved under the 1996 Stock Plan equals approximately twelve percent of the
Company's outstanding common shares as of March 22, 1996. On March 22, 1996, the
closing price of the Company's common shares on the American Stock Exchange was
$1.38.
As of April 2, 1996, options to purchase 511,307 common shares were
outstanding and 51,350 shares were reserved and available for additional grants
under the 1990 Incentive Program.
EFFECTIVE DATE AND DURATION
The effective date of the 1996 Stock Plan shall be March 28, 1996. The 1996
Stock Plan shall terminate on March 27, 2006, unless earlier terminated by the
Board. No award shall be granted after the date which the 1996 Stock Plan
terminates.
ADMINISTRATION
The 1996 Stock Plan is to be administered by a committee (the
"Administrator") of the Board which shall consist of two or more disinterested
directors of the Company, who shall be appointed by the Board. A member of the
Board shall be deemed to be "disinterested" only if he satisfies such
requirements as the SEC may establish for disinterested administrators acting
under the plans intended to qualify for exemption under Rule 16b-3, promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act"). The
Administrator shall, subject to the provisions of the 1996 Stock Plan, (i)
determine the amount of all grants, (ii) determine the terms and conditions of
grant agreements and all elections and other forms, (iii) interpret the 1996
Stock Plan and (iv) make all other decisions relating to the operations of the
1996 Stock Plan.
AWARDS AVAILABLE UNDER STOCK PLAN
The Administrator may make the following types of grants under the Stock
Plan, each of which shall be an "Award." One share of the Company's Common Stock
shall be the underlying security for any Award.
Stock Options. The Administrator may grant to participants Stock Options to
purchase Shares. The Option Price for each Share subject to a Stock Option shall
not be less than the greater of (i) the par value of a Share or (ii) the Fair
Market Value (as such term is defined in the 1996 Stock Plan) of a Share on the
date the Stock Option is granted. The Stock Options may be Non-Qualified Stock
Options ("NQSOs") or Incentive Stock Options ("ISOs") which are intended to
satisfy the requirement of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). Each grant of Stock Options shall be evidenced by an
agreement which shall incorporate such terms and conditions (including the
expiration and exercise dates) as the Administrator, in its sole discretion,
deems to be consistent with the terms of the 1996 Stock Plan and other legal
requirements. The Administrator may prescribe the method of exercise and payment
of such Stock Options. The Administrator may issue new Stock Options equal to
the number of Shares surrendered by a participant upon exercise of previously
granted Stock Options.
Restricted Shares. The Administrator may grant to participants the right to
purchase shares, subject to specified restrictions ("Restricted Shares"). Such
restrictions may include, but are not
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limited to, the requirement of continued employment with the Company or a
subsidiary and achievement of performance objectives. If a participant fails to
meet the terms and conditions set forth in the related agreement during the
period of the restrictions, the Restricted Shares shall be forfeited, and all
rights of the participant to such shares shall terminate without further
obligation on the part of the Company. Except to the extent restricted under the
terms and conditions of the related agreement, a participant who is granted
Restricted Shares shall have all of the rights of a stockholder, including,
without limitation, the right to vote Restricted Shares and the right to receive
dividends on such Restricted Shares.
The Administrator shall determine and specify the purchase price of the
Restricted Shares, the nature of the restrictions and the performance objectives
in the related agreement. The performance objectives shall consist of (i) one or
more business criteria, including financial and individual performance criteria,
and (ii) a target level or levels of performance with respect to such criteria.
The performance objectives shall be objective and shall otherwise meet the
requirements of Section 162(m)(4)(C) of the Code.
Stock Payments. Stock Payments may be made to participants as a bonus or as
additional compensation, as determined by the Administrator. Once a participant
receiving Stock Payments becomes a holder of record of such Shares, the
participant shall have all voting, dividend, liquidation and other rights with
respect to Shares issued as Stock Payments.
TRANSFERABILITY DURING LIFETIME
During the lifetime of a participant to whom an Award is granted, only the
participant, or participant's legal representative, may exercise or receive
payment of an Award; provided, however, that the Administrator may permit
transfers of awards other than ISOs pursuant to a valid domestic relations order
if and to the extent any such transfers do no cause a participant subject to
Section 16 of the Exchange Act to lose the benefit of the exemption under Rule
16b-3 for such transactions or violate other rules or regulations of the SEC or
the Internal Revenue Service or materially increase the cost of the Company's
compliance with such rules or regulations.
ADJUSTMENTS
In the event that there is any change in the Company's Common Stock by
reason of any dividend or other distribution, recapitalization, forward or
reverse split, reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction or events,
the number and kind of Shares which may be delivered, the exercise price, grant
price, or purchase price relating to any Award may be appropriately adjusted by
the Administrator at the time of such event.
AMENDMENTS
The Board shall have the right to amend, modify, suspend or terminate the
1996 Stock Plan at any time, for any purpose; provided that following the
approval of the 1996 Stock Plan by the Company's Stockholders, the 1996 Stock
Plan may not be amended in a manner which would disqualify the Plan from the
exemption provided by Rule 16b-3 under the Exchange Act.
FEDERAL INCOME TAX CONSEQUENCES
The rules governing the tax treatment of Stock Options, Restricted Shares
and Stock Payments are quite technical. Therefore, the description of the
Federal income tax consequences set forth below is necessarily general in nature
and does not purport to be complete. Moreover, statutory provisions are
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subject to change, as are their interpretations, and their applications may vary
in individual circumstances. Finally, the tax consequences under applicable
state and local income tax laws may not be the same as under the Federal income
tax laws.
Incentive Stock Options. The participant recognizes no taxable gain or loss
when an ISO is granted or exercised, although upon exercise the spread between
the fair market value and the exercise price generally is an item of tax
preference for purposes of the participant's alternative minimum tax. If the
Shares acquired upon the exercise of an ISO are held for at least one year after
exercise and two years after grant (the "Holding Periods"), the participant
recognizes any gain or loss realized upon such sale as long-term capital gain or
loss and the Company is not entitled to a deduction. If the Shares are not held
for the Holding Periods, the gain is ordinary income to the participant to the
extent of the difference between the exercise price and the fair market value of
the Company's Common Stock on the date the option is exercised and any excess is
capital gain. Also, in such circumstances, the Company receives a deduction
equal to the amount of any ordinary income recognized by the participant.
Non-Qualified Stock Options. The participant recognizes no taxable income
and the Company receives no deduction when an NQSO is granted. Upon exercise of
an NQSO, the participant recognizes ordinary income and the Company receives a
deduction equal to the difference between the exercise price and the fair market
value of the Shares on the date of exercise. The participant recognizes as a
capital gain or loss any subsequent profit or loss realized on the sale or
exchange of any Shares disposed of or sold.
Restricted Shares. A participant granted Restricted Shares is not required
to include the value of such Shares in income until the first time such
participant's rights in the Shares are transferable or are not subject to
substantial risk of forfeiture, whichever occurs earlier, unless such
participant timely files an election under the Code Section 83(b) to be taxed on
the receipt of the Shares. In either case, the amount of such ordinary income
will be equal to the excess of the fair market value of the Shares at the time
the income is recognized over the amount (if any) paid for the Shares. The
Company receives a deduction, in the amount of the ordinary income recognized by
the participant, for the Company's taxable year in which the participant
recognizes such income.
Stock Payments. A participant granted Stock Payments recognizes income in an
amount equal to the fair market value of such shares as and when such becomes
payable to the participant. The Company receives a deduction for the same amount
in the year that income is recognized by the participant.
Section 162(m). Section 162(m) of the Code limits to $1 million per year the
Federal income tax deduction available to a public company for the compensation
paid to any of its chief executive officer and four other highest paid executive
officers. However, Section 162(m) provides an exception from this limitation for
certain "performance-based" compensation if various requirements are satisfied.
The Stock Plan is designed to satisfy this exception for Stock Options. In
addition, if the Administrator elects to issue Restricted Shares or Stock
Payments thereunder, it also can satisfy the exception for such grants by
utilizing "performance-based" award criteria.
As discussed above, the employees of the Company and its subsidiaries who
will receive awards under the Stock Plan and the size and terms of the awards
are generally to be determined by the Administrator in its discretion. Thus, it
is not possible either to predict the future benefits or amounts that will be
received by or allocated to particular individuals or groups of employees.
THE BOARD RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
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RATIFICATION OF SELECTION
OF
THE COMPANY'S INDEPENDENT AUDITORS
The Board has selected Ernst & Young LLP to serve as the Company's
independent auditors for the fiscal year ending December 31, 1996. Although it
is not required to do so, the Board is submitting its selection of Ernst & Young
LLP for ratification at the Meeting in order to ascertain the views of the
stockholders regarding such selection.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION
OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
SOLICITATION EXPENSES
The costs of this solicitation will be paid by the Company. Proxies will be
solicited principally by mail, but some telephone, telegraph or personal
solicitations of stockholders may be made. Officers or employees of the Company
who make or assist in such solicitations will receive no additional compensation
for doing so. The Company will request brokers, banks and other custodians and
fiduciaries holding shares in their names or in the names of nominees to forward
copies of the proxy solicitation materials to the beneficial owners of the
shares, and the Company will reimburse them for their reasonable expenses
incurred in doing so.
STOCKHOLDER PROPOSALS
Stockholder proposals for presentation at the Company's next Annual Meeting
of Stockholders must be received by the Secretary of the Company at its
principal executive offices for inclusion in its proxy statement and form of
proxy relating to that meeting no later than December 31, 1996.
ANNUAL REPORT
Concurrently with the mailing of these Proxy Materials, the Company is
mailing a copy of its Annual Report to Stockholders for the fiscal year ended
December 31, 1995. Such Annual Report is not to be regarded as proxy
solicitation material.
UPON WRITTEN REQUEST BY A STOCKHOLDER ENTITLED TO VOTE AT THE 1996 ANNUAL
MEETING, THE COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE WITH A COPY OF THE
FORM 10-KSB ANNUAL REPORT FOR 1995 WHICH IS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO.
If the person requesting the report was not a Stockholder of record on April 26,
1996, the request must contain a good faith representation that the person
making the request was a beneficial owner of the Common Stock of the Company at
the close of business on such date. Requests should be addressed to Winston
Resources, Inc., 535 Fifth Avenue, New York, New York 10017 (Attn: David
Silver).
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OTHER BUSINESS
Management does not know of any other matters to be brought before the
Meeting except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
Proxies will be voted by the persons named therein in accordance with their
judgment on such matters.
By Order of the Board of Directors
DAVID SILVER
Secretary
Dated: May 3, 1996
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EXHIBIT A
WINSTON RESOURCES, INC.
1996 STOCK PLAN
1. PURPOSE. The purpose of the Winston Resources, Inc. 1996 Stock Plan (the
"Plan") is to encourage key employees of Winston Resources, Inc. (the "Company")
and of any present or future parent or subsidiary of the Company (collectively,
"Related Corporations") and other individuals who render services to the Company
or a Related Corporation, by providing opportunities to participate in the
ownership of the Company and its future growth through (a) the grant of options
which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of options
which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of stock in
the Company ("Awards"); and (d) opportunities to make direct purchases of stock
in the Company ("Purchases"). Both ISOs and Non-Qualified Options are referred
to hereafter individually as an "Option" and collectively as "Options." Options,
Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the Code.
2. ADMINISTRATION OF THE PLAN.
(a) Board or Committee Administration. The Plan shall be administered by a
committee (the "Committee") of the Board of Directors of the Company (the
"Board"). The Committee, to the extent required by applicable regulations under
Section 162(m) of the Code, shall be comprised of two or more "outside
directors" (as defined in applicable regulations thereunder) who, to the extent
required by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, or any successor provision ("Rule 16b-3"), shall be disinterested
administrators within the meaning of Rule 16b-3. All references in this Plan to
the "Committee" shall mean the Board if no Committee has been appointed. Subject
to ratification of the grant or authorization of each Stock Right by the Board
(if so required by applicable state law), and subject to the terms of the Plan,
the Committee shall have the authority to (i) determine to whom (from among the
class of employees eligible under paragraph 3 to receive ISOs) ISOs shall be
granted, and to whom (from among the class of individuals and entities eligible
under paragraph 3 to receive Non-Qualified Options and Awards and to make
Purchases) Non-Qualified Options, Awards and authorizations to make Purchases
may be granted; (ii) determine the time or times at which Options or Awards
shall be granted or Purchases made; (iii) determine the purchase price of shares
subject to each Option or Purchase, which prices shall not be less than the
Minimum Price specified in paragraph 6; (iv) determine whether each Option
granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to
paragraph 7) the time or times when each Option shall become exercisable and the
duration of the exercise period; (vi) extend the period during which outstanding
Options may be exercised; (vii) determine whether restrictions are to be imposed
on shares subject to Options, Awards and Purchases and the nature of such
restrictions, if any, and (viii) interpret the Plan and prescribe and rescind
rules and regulations relating to it. If the Committee determines to issue a
Non-Qualified Option, it shall take whatever actions it deems necessary, under
Section 422 of the Code and the regulations promulgated thereunder, to ensure
that such Option is not treated as an ISO. The interpretation and construction
by the Committee of any provisions of the Plan or of any Stock Right granted
under it shall be final unless otherwise determined by the Board. The Committee
may from time to time adopt such rules and regulations for carrying out the Plan
as it may deem advisable. No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Stock Right granted under it.
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(b) Committee Actions. The Committee may select one of its members as its
chairman, and shall hold meetings at such time and places as it may determine. A
majority of the Committee shall constitute a quorum and acts of a majority of
the members of the Committee at a meeting at which a quorum is present, or acts
reduced to or approved in writing by all the members of the Committee (if
consistent with applicable state law), shall be the valid acts of the Committee.
From time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan.
(c) Grant of Stock Rights to Board Members. Subject to the provisions of
paragraph 3 below, if applicable, Stock Rights may be granted to members of the
Board. All grants of Stock Rights to members of the Board shall in all other
respects be made in accordance with the provisions of this Plan applicable to
other eligible persons. Consistent with the provisions of paragraph 3 below,
members of the Board who either (i) are eligible to receive grants of Stock
Rights pursuant to the Plan or (ii) have been granted Stock Rights may vote on
any matters affecting the administration of the Plan or the grant of any Stock
Rights pursuant to the Plan, except that no such member shall act upon the
granting to himself or herself of Stock Rights, but any such member may be
counted in determining the existence of a quorum at any meeting of the Board
during which action is taken with respect to the granting to such member of
Stock Rights.
(d) Exculpation. No member of the Board shall be personally liable for
monetary damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of Stock Rights
under the Plan, provided that this subparagraph 2(d) shall not apply to (i) any
breach of such member's duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (iii) acts or omissions that would result in liability
under Section 174 of the General Corporation Law of the State of Delaware, as
amended, and (iv) any transaction from which the member derived an improper
personal benefit.
(e) Indemnification. Service on the Committee shall constitute service as a
member of the Board. Each member of the Committee shall be entitled without
further act on his or her part to indemnity from the Company to the fullest
extent provided by applicable law and the Company's Certificate of Incorporation
and/or By-laws in connection with or arising out of any action, suit or
proceeding with respect to the administration of the Plan or the granting of
Stock Rights thereunder in which he or she may be involved by reason of his or
her being or having been a member of the Committee, whether or not he or she
continues to be a member of the Committee at the time of the action, suit or
proceeding.
3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.
4. STOCK RIGHTS.
(a) Number of Shares Subject to Rights. The stock subject to Stock Rights
shall be authorized but unissued shares of Common Stock of the Company, par
value $.01 per share (the "Common Stock"), or shares of Common Stock reacquired
by the Company in any manner. The aggregate number of shares which may be issued
pursuant to the Plan is 400,000, subject to adjustment as provided in paragraph
13. If any Stock Right granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in
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part, the shares of Common Stock subject to such Stock Right shall again be
available for grants of Stock Rights under the Plan.
(b) Nature of Awards. In addition to ISOs and Non-Qualified Options, the
Committee may grant or award other Stock Rights, as follows: (i) Purchases.
Participants may be granted the right to purchase Common Stock, subject to such
restrictions as may be specified by the Committee ("Restricted Shares"). Such
restrictions may include, but are not limited to, the requirement of continued
employment with the Company or a Related Corporation and achievement of
performance objectives. The Committee shall determine the purchase price of the
Restricted Shares, the nature of the restrictions and the performance
objectives, all of which shall be set forth in the agreement relating to each
right awarded to purchase Restricted Shares. The performance objectives shall
consist of (A) one or more in business criteria and (B) a target level or levels
of performance with respect to such criteria. The performance objectives shall
be objective and shall otherwise meet the requirements of Section 162(m)(4)(C)
of the Code. (ii) Awards. Awards of Common Stock may be made to participants as
a bonus or as additional compensation, as may be determined by the Committee.
5. GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan at
any time on or after March 28, 1996 and prior to March 27, 2006. The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Options granted under the Plan are intended to qualify as performance
based compensation to the extent required under proposed Treasury Regulation
Section 1.162-27.
6. MINIMUM OPTION PRICE; ISO LIMITATIONS.
(a) Price for Non-Qualified Options, Awards and Purchases. The exercise
price per share specified in the agreement relating to each Non-Qualified Option
granted, and the purchase price per share of stock granted in any Award or
authorized as a Purchase, under the Plan shall in no event be less than the
minimum legal consideration required therefor under the laws of any jurisdiction
in which the Company or its successors in interest may be organized.
Non-Qualified Options granted under the Plan, with an exercise price less than
the fair market value per share of Common Stock on the date of grant, are
intended to qualify as performance-based compensation under Section 1652(m) of
the Code and any applicable regulations thereunder. Any such Non-Qualified
Options granted under the Plan shall be exercisable only upon the attainment of
a pre-established, objective performance goal established by the Committee.
(b) Price for ISOs. The exercise price per share specified in the agreement
relating to each ISO granted under the Plan shall not be less than the fair
market value per share of Common Stock on the date of such grant. In the case of
an ISO to be granted to an employee owning stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Related Corporation, the price per share specified in the
agreement relating to such ISO shall not be less than one hundred ten percent
(110%) of the fair market value per share of Common Stock on the date of grant.
For purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply.
(c) $100,000 Annual Limitation on ISO Vesting. Each eligible employee may be
granted Options treated as ISOs only to the extent that, in the aggregate under
this Plan and all incentive stock option plans of the company and any related
Corporation, ISOs do not become exercisable for the first time by such employee
during any calendar year with respect to stock having a fair market value
(determined at the time the ISOs were granted) in excess of $100,000. The
Company intends to designate any Options granted in excess of such limitation as
Non-Qualified Options.
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(d) Determination of Fair Market Value. If, at the time an Option is granted
under the Plan, the Company's Common Stock is publicly traded, "fair market
value" shall be determined as of the date of grant or, if the prices or quotes
discussed in this sentence are unavailable for such date, the last business day
for which such prices or quotes are available prior to the date of grant and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on The American Stock Exchange, if the Common Stock is not then traded on
a national securities exchange; or (iii) the closing bid price (or average of
bid prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on The American
Stock Exchange. If the Common Stock is not publicly traded at the time an Option
is granted under the Plan, "fair market value" shall mean the fair value of the
Common Stock as determined by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated at arm's
length.
7. OPTION DURATION. Subject to earlier termination as provided in paragraphs
9 and 10 or in the agreement relating to such Option, each Option shall expire
on the date specified by the Committee, but not more than (i) ten years from the
date of grant in the case of Options generally and (ii) five years from the date
of grant in the case of ISOs granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, as determined under paragraph
6(b). Subject to earlier termination as provided in paragraphs 9 and 10, the
term of each ISO shall be the term set forth in the original instrument granting
such ISO.
8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9 through 12,
each Option granted under the Plan shall be exercisable as follows:
(a) Vesting. The Option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the
Committee may specify.
(b) Full Vesting of Installments. Once an installment becomes exercisable,
it shall remain exercisable until expiration or termination of the Option,
unless otherwise specified by the Committee.
(c) Partial Exercise. Each Option or installment may be exercised at any
time or from time to time, in whole or in part, for up to the total number of
shares with respect to which it is then exercisable.
(d) Acceleration of Vesting. The Committee shall have the right to
accelerate the date that any installment of any Option becomes exercisable;
provided that the Committee shall not, without the consent of an optionee,
accelerate the permitted exercise date of any installment of any Option granted
to any employee as an ISO if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in paragraph
6(c).
9. TERMINATION OF EMPLOYMENT. Unless otherwise specified in the agreements
relating to such ISOs, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability or as
otherwise specified in paragraph 10, no further installments of his or her ISOs
shall become exercisable, and his or her ISOs shall terminate on the earlier of
(a) ninety (90) days after the date of termination of his or her employment, or
(b) their specified expiration dates. For purposes of this paragraph 9,
employment shall be considered as continuing uninterrupted during any bona fide
leave of absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does no exceed 90
days or, if longer, any period during which such optionee's right to
reemployment is guaranteed by statute. A bona fide leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under this
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<PAGE>
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by an change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of time.
10. DEATH; DISABILITY; VOLUNTARY TERMINATION; BREACH.
(a) Death. If an ISO optionee ceases to be employed by the Company and all
Related Corporations by reason of his or her death, any ISO owned by such
optionee may be exercised, to the extent otherwise exercisable on the date of
death, by the estate, personal representative or beneficiary who has acquired
the ISO by will or by the laws of descent and distribution, until the earlier of
(i) the specified expiration date of the ISO or (ii) one (1) year from the date
of the optionee's death.
(b) Disability. If an ISO optionee ceases to be employed by the Company and
all Related Corporations by reason of his or her disability, such optionee shall
have the right to exercise any ISO held by him or her on the date of termination
of employment, for the number of shares for which he or she could have exercised
it on that date, until the earlier of (i) the specified expiration date of the
ISO or (ii) one (1) year from the date of the termination of the optionee's
employment. For the purposes of the Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code or
any successor statute.
(c) Voluntary Termination; Breach. If an ISO optionee voluntarily leaves the
employ of the Company and all Related Corporations or ceases to be employed by
the Company and all Related Corporations by reason of a finding by the
Committee, after full consideration of the facts presented on behalf of both the
Company and the Optionee, that the ISO optionee has breached his or her
employment or service contract with the Company or any Related Corporation, or
has been engaged in disloyalty to the Company or any Relate Corporation, then,
in either such event, in addition to immediate termination of the Option, the
ISO optionee shall automatically forfeit all shares for which the Company has
not yet delivered share certificates upon refund by the Company of the exercise
price of such Option. Notwithstanding anything herein to the contrary, the
Company may withhold delivery of share certificates pending the resolution of
any inquiry that could lead to a finding resulting in a forfeiture.
11. ASSIGNABILITY. No Stock Right shall be assignable or transferable by the
grantee except by will, by the laws of descent and distribution or, in the case
of Non-Qualified Options only, pursuant to a valid domestic relations order.
Except as set forth in the previous sentence, during the lifetime of a grantee
each Stock Right shall be exercisable only by such grantee.
12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.
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<PAGE>
13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company related
to such Option:
(a) Stock Dividends and Stock Splits. If the shares of Common Stock shall be
subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.
(b) Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Committee or the board of
directors of any entity assuming the obligations of the Company hereunder (the
"Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by substituting on a
equitable basis for the shares then subject to such Options either (A) the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition, (B) shares of stock of the surviving
corporation or (C) such other securities as the Successor Board deems
appropriate, the fair market value of which shall approximate the fair market
value of the shares of Common Stock subject to such Options immediately
preceding the Acquisition; or (ii) upon written notice to the optionees, provide
that all Options must be exercised, to the extent then exercisable, within a
specified number of days of the date of such notice, at the end of which period
the Options shall terminate; or (iii) terminate all Options in exchange for a
cash payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable) over the exercise price
thereof.
(c) Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph (b) above) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding shares of Common
Stock, an optionee upon exercising an Option shall be entitled to receive for
the purchase price paid upon such exercise the securities he or she would have
received if he or she had exercised such Option prior to such recapitalization
or reorganization.
(d) Modification of ISO's. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraphs (a), (b) or (c) with respect to ISOs shall be
made only after the Committee, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424 of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Committee
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs or would cause adverse tax consequences to the
holders, it may refrain from making such adjustments.
(e) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, each Option will terminate immediately prior to the
consummation of such proposed action or at such other time and subject to such
other conditions as shall be determined by the Committee.
(f) Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.
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<PAGE>
(g) Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such fractional
shares.
(h) Adjustments. Upon the happening of any of the events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares
set forth in paragraph 4 hereof that are subject to Stock Rights which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this paragraph 13 and, subject to paragraph 2, its determination
shall be conclusive.
14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price thereof either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as define din Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.
15. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on March
28, 1996, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders, or in lieu thereof, by written consent. If the approval
of stockholders is not obtained on or prior to May 30, 1996, any grants of ISOs
under the Plan made prior to that date will be rescinded. The Plan shall expire
at the end of the day on May 30, 2006, (except as to Options outstanding on that
date). Subject to the provisions of paragraph 5 above, Options may be granted
under the Plan prior to the date of stockholder approval of the Plan. The Board
may terminate or amend the Plain in any respect at any time, except that,
without the approval of the stockholders obtained within 12 months before or
after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the benefits
accruing to participants under the Plan may not be materially increased; (c) the
requirements as to eligibility for participation in the Plan may not be
materially modified; (d) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (e) the provisions of paragraph 6(b)
regarding the exercise price at which shares may be offered pursuant to ISOs may
not be modified (except by adjustment pursuant to paragraph 13); (f) the
expiration date of the Plan may not be extended; and (g) the Board may not take
any action which would cause the Plan to fail to comply with Rule 16b-3. Except
as otherwise provided in this paragraph 15, in no event may action of the Board
or stockholders alter or impair the rights of a grantee, without such grantee's
consent, under any Option previously granted to such grantee.
A-7
<PAGE>
16. APPLICATION OF FUNDS. The proceeds received by the Company from the sale
of shares pursuant to Options granted and Purchases authorized under the Plan
shall be used for general corporate purposes.
17. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.
18. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 17), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash or
by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.
19. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.
Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.
20. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Stock Rights shall be governed by the laws of Delaware.
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<PAGE>
PROXY WINSTON RESOURCES, INC. PROXY
535 FIFTH AVENUE, NEW YORK, NEW YORK 10017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 30, 1996
The undersigned hereby appoints SEYMOUR KUGLER and DAVID SILVER as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of Common Stock of
Winston Resources, Inc., held of record by the undersigned on April 26, 1996 at
the Annual Meeting of Stockholders to be held on May 30, 1996, or any
adjournment thereof.
1. The election of all nominees for directors listed below.
<TABLE>
<S> <C>
/ / FOR all nominees (except as marked to the contrary) / / WITHHOLD AUTHORITY TO VOTE
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.
SEYMOUR KUGLER, ALAN E. WOLF AND GREGG S. KUGLER
2. Approval of the Company's 1996 Stock Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. Ratification of the selection of Ernst & Young as the Company's
independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion upon any other matters which may properly come before
such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED ABOVE UNLESS
OTHERWISE INDICATED.
(continued on reverse side)
<PAGE>
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Date....................... , 1996
.................................
Signature
.................................
Signature of joint holder, if any
Please sign exactly as your name
appears to the left. If joint
owners, both should sign.
Executors, administrators,
trustees, etc. should sign and
give full titles as such. If the
signer is a corporation or
partnership, please sign full
corporate or partnership name by a
duly authorized officer or
partner.
