NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1997 Annual Meeting of Shareholders of Rand Capital
Corporation (the "Company") will be held on April 17, 1997, at
10:00 AM in Room 1734, Rand Building, 14 Lafayette Square,
Buffalo, New York, for the following purposes:
1. To elect eight directors to hold office until the next
annual meeting of shareholders and until their successors have
been elected and qualified;
2. To consider and act upon a proposal to amend the
Company's Certificate of Incorporation to increase the number of
authorized common shares from 7,000,000 to 10,000,000;
3. To ratify the selection of Deloitte & Touche, LLP as
independent auditors for the 1997 fiscal year for the Company;
and
4. To consider and act upon such other business as may
properly come before the meeting.
Shareholders of record at the close of business on March 13,
1997 are entitled to notice of and to vote at the meeting, and at
any adjournment thereof.
Buffalo, New York By order of the Board of Directors,
March 20, 1997 Reginald B. Newman II
Chairman
<PAGE>
RAND CAPITAL CORPORATION
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Rand Capital
Corporation (the "Company"), for the Annual Meeting of
Shareholders to be held on April 17, 1997. Only shareholders of
record at the close of business on March 13, 1997 are entitled to
notice of and to vote at the meeting, and at any adjournment
thereof. On that date the Company had outstanding 5,399,514
Common Shares, par value $ .10 per share ("shares").
Each share entitles the holder to one vote. Shares cannot
be voted at the meeting unless the shareholder is present or
represented by proxy. If the enclosed form of proxy is returned
properly executed, the shares represented thereby will be voted
at the meeting in accordance with the instructions contained in
the proxy, unless the proxy is revoked prior to is exercise. Any
shareholder who executes and delivers the accompanying form of
proxy has the right to revoke it at any time before it is voted.
A shareholder may revoke a proxy by executing a subsequently
dated proxy or a notice of revocation, provided such subsequent
proxy or notice is delivered to the Company prior to the taking
of a vote, or by voting in person at the meeting. Proxies
submitted with abstentions and broker non-votes will be counted
in determining whether or not a quorum is present. Abstentions
and broker non-votes will not be counted in tabulating the votes
cast on proposals submitted to shareholders.
This Proxy Statement and accompanying form of proxy are
being mailed to shareholders on or about March 20, 1997. A copy
of the Company's 1996 Annual Report, which contains financial
statements, accompanies this Proxy Statement.
The cost of soliciting proxies in the accompanying form will
be borne by the Company. The Company does not expect to pay any
compensation for the solicitation of proxies, but may pay
brokers, nominees, fiduciaries and other custodians their
reasonable fees and expenses for sending proxy materials to
beneficial owners and obtaining their instructions. In addition
to solicitation by mail, proxies may be solicited in person or by
telephone by directors, officers and regular employees of the
Company, who will receive no additional compensation therefor.
The Company's office is located at 2200 Rand Building,
Buffalo, New York 14203; telephone number 716-853-0802.
BENEFICIAL OWNERSHIP OF SHARES
Unless otherwise indicated, the following table sets forth
beneficial ownership of the Company's shares on March 13, 1997,
by (a) persons known to the Company to be beneficial owners of
more than 5% of the outstanding shares, (b) directors and
nominees for director of the Company and (c) all directors and
officers of the Company as a group. Unless otherwise stated,
each person named in the table has sole voting and investment
power with respect to the shares indicated as beneficially owned
by such person.
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
---------------- ------------------------ ---------
<S> <C> <C>
(a) More than 5% Owners:
Reginald B. Newman II 500,000 9.3
700 Grand Island Blvd.,
Tonawanda, NY
Willis S. McLeese
45 St. Clair Ave. West
Suite 902
Toronto, Canada 400,000 7.4
(b) Directors and Nominees for Director:
Thomas R. Beecher, Jr. 29,835 (2) *
Allen F. Grum 46,103 *
Luiz F. Kahl 100,000 1.8
Ross B. Kenzie 100,000 1.8
Willis S. McLeese 400,000 (3) 7.4
Reginald B. Newman II 500,000 9.3
Jayne K. Rand 215,734 4.0
Donald A. Ross 23,125 *
Frederick W. Winter 1,345 *
(c) All Directors and Officers as a group:
Eleven persons 1,425,142 (4) 26.7
* Less than 1%
</TABLE>
(1) The beneficial ownership information presented is based upon
information furnished by each person or contained in filings
made with the Securities and Exchange Commission.
(2) 9,835 shares are owned by Beecher Securities Corporation, a
venture capital company owned by Mr. Beecher and members of
his family, of which Mr. Beecher has voting control.
(3) Such shares are owned by Colmac Holdings Limited, a
corporation of which Mr. McLeese is the Chairman and
principal owner.
(4) Except as indicated above, members of the group have sole
voting and investment power over these shares.
1. ELECTION OF DIRECTORS
Eight directors are to be elected at the meeting, each to
serve until the next annual meeting of shareholders and until his
or her successor has been elected and qualified. Unless marked
to the contrary, the proxies received will be voted FOR the
election of the eight nominees named below.
Six of the nominees, Thomas R. Beecher, Jr., Allen F. Grum,
Willis S. McLeese, Reginald B. Newman II, Jayne K. Rand and
Frederick W. Winter, are presently members of the Board of
Directors, who were elected at the Company's last annual meeting
of shareholders. Ross B. Kenzie and Luiz F. Kahl were nominated
and elected by the Board of Directors in 1996 and 1997,
respectively. Each of the nominees has consented to serve as
director, if elected. If at the time of the meeting any nominee
should be unable to serve, it is the intention of the persons
designated as proxies to vote, in their discretion, for such
other persons as may be designated as a nominee by the Board of
Directors.
INFORMATION REGARDING THE NOMINEES
Thomas R. Beecher, Jr., 61, became a director of the Company
in 1969 and had been Chairman of the Board from August 1991 to
April 1996. Mr. Beecher has been a self-employed attorney and
business consultant in Buffalo, New York since 1976. He has been
President and a director of Beecher Securities Corporation, a
family owned venture capital company, since 1979. Mr. Beecher is
also a director of Albany International Corporation, a
manufacturer of paper machine clothing.
* Allen F. Grum, 39, became a director of the Company in
1996. He has served as the President and Chief Executive Officer
of the Company since January 1996. Prior to becoming President,
Mr. Grum served as Senior Vice President of the Company
commencing in June 1995. From 1994 to June 1995, he was
Executive Vice President of Hamilton Financing Corporation,
mortgage brokers, and from 1991-1994 he served as Senior Vice
President of Marine Midland Mortgage Corporation.
Luiz F. Kahl, 60, became a director in January 1997. He has
been President of the Vector Group, LC, Amherst, NY, a private
investment company since February 1996. Prior thereto, he was
the President and Chief Executive Officer of The Carborundum
Company, Niagara Falls, NY, a subsidiary of British Petroleum, a
producer of structural and electronic ceramic materials since
1984. Mr. Kahl has served on the Board of Directors of National
Fuel Gas, a utility company, since 1992.
Ross B. Kenzie, 65, became a director in 1996. Mr. Kenzie
has been retired since 1990. Prior thereto, he was the Chairman
of the Board and Chief Executive Officer of Goldome Bank,
Buffalo, NY, a savings bank, since 1980. Mr. Kenzie has served
on the Board of Directors of Merchants Insurance, an insurance
company, since 1985.
* Willis S. McLeese, 83, became a director in 1986. Since
1976, Mr. McLeese has been the Chairman of Colmac Holdings
Limited, Toronto, Ontario, Canada, which develops, owns and
operates cogeneration and alternative energy electric power
generating plants.
* Reginald B. Newman II, 59, became a director in 1987 and
has been Chairman of the Board since 1996. Mr. Newman has been
President of NOCO Energy Corporation, Tonawanda, NY, a petroleum
distributor, since 1960.
Jayne K. Rand, 36, became a director in 1989. Since 1993,
Ms. Rand has been a Vice President of M & T Bank. From 1989 to
1993, Ms. Rand was an Assistant Vice President of Marine Midland
Bank, N.A.
Frederick W. Winter, 53, became a director in 1996. He has
been Dean of the School of Management, University of New York at
Buffalo since 1994. From 1986-1993, Mr. Winter was Head of the
Department of Business Administration at the University of
Illinois. Mr. Winter has served on the Board of Directors of
Bell Sports, Inc., a bicycle and sporting goods manufacturer,
since 1991, and of Alkon Corporation, a manufacturer of pneumatic
parts and fittings, since 1992.
(*) Designated Directors and nominees for Director who are
"interested persons" within the meaning of Section 2(a) (19) of
the Investment Company Act of 1940, as amended (the "1940 Act").
Mr. Newman and Mr. McLeese are included in this category as a
result of their percentage ownership of shares.
COMMITTEES AND MEETING DATA
The following Committees of the Board of Directors have the
members indicated below:
Audit Compensation Governance
Committee Committee Committee
----------- ------------- ---------------
*Willis S. McLeese Ross B. Kenzie Thomas R. Beecher, Jr.
Donald A. Ross * Willis S. McLeese Ross B. Kenzie
Frederick W. Winter Jayne K. Rand Jayne K. Rand
* Designates "interested persons" as noted above.
The Audit Committee considers and recommends to the Board of
Directors the selection of the Company's auditors and the range
of their services. It reviews with the auditors the plan and
results of the annual audit, the adequacy of the Company's system
of internal accounting controls and the costs of the auditor's
services.
The Compensation Committee is responsible for setting the
compensation of the senior executive officers, reviewing the
criteria that form the basis for management's recommendations for
officer and employee compensation and reviewing management's
recommendations in this regard.
The Governance Committee (previously titled Nominating
Committee) is responsible for recommending committee memberships,
ensuring the annual performance evaluation of the President is
completed, and considering and recommending nominees for the
Board of Directors. The Committee will consider a nominee for
election to the Board recommended by a shareholder if the
shareholder submits to the Committee a written proposal which
includes the qualifications of the proposed nominee and the
consent of the proposed nominee to serve if elected.
In 1996 the full board met on five occasions. The Audit and
Compensation Committees each met three times, and the Nominating
Committee met once. In 1996 each incumbent director attended at
least 75% of the aggregate number of meetings of the Board of
Directors and of the Committees of the Board of which he or she
is a member, except Mr. Ross, who attended 50% of such meetings.
EXECUTIVE OFFICERS
In addition to Mr. Grum, the executive officers of the
company include:
Nora B. Sullivan, 39, has served as Executive Vice President
of the Company since September 1995. From February 1995 to July
1995, Ms. Sullivan served as senior associate at Barakat &
Chamberlain, a financial consulting firm. From 1993 to 1994 Ms.
Sullivan attended Columbia Business School where she received an
MBA in Finance/International Business. Prior thereto, from 1991
to 1992 Ms. Sullivan served as General Counsel to Integrated
Waste Services, Inc., a hazardous waste management company.
Robin K. Penberthy, 33, has served as Secretary and Chief
Financial Officer of the Company since January 1996. During
1995, Mrs. Penberthy served as a Scholastic Aptitude Test (SAT)
Instructor for The Princeton Review in Snyder, NY. Prior
thereto, she was employed by Marine Midland Mortgage Corporation
as Administrative Vice President - Investor Relations Manager
from 1993-1994 and held various officer positions at that company
from 1990-1993.
COMPENSATION
The following table sets forth information with respect to
the compensation paid or accrued by the Company in the 1996
fiscal year to each director, and to each executive officer of
the Company with aggregate compensation from the Company in
excess of $60,000. The Company is not part of a fund complex.
<TABLE>
<CAPTION>
Pension or Retirement Estimated
Aggregate Benefits Accrued as Annual Benefits
Name & Position Compensation Part of Company Expenses On Retirement
--------------- ------------- ------------------------ ---------------
<S> <C> <C> <C>
Allen F. Grum 102,405 2,750(1) 3,701(2)
President, Director
Thomas R. Beecher, Jr. 3,750 0 0
Director
Ross B. Kenzie 4,250 0 0
Director
Willis S. McLeese 4,750 0 0
Director
Reginald B. Newman II 6,250 0 0
Director
Jayne K. Rand 6,250 0 0
Director
Donald A. Ross 3,750(3) 0 0 (3)
Director, Consultant
Frederick W. Winter 4,500 0 0
Director
Nora B. Sullivan 87,042 2,550(1) 0
Executive
Vice President
</TABLE>
(1) Included within the indicated compensation is payment of
Company contributions to the 1 Company's 401(k) Profit
Sharing Plan. To date an aggregate of $5,300 has been
deferred for payment to Mr. Grum and Ms. Sullivan. Under
such plan, participants may elect to contribute up to 20% of
their compensation on a pretax basis by salary reduction.
For eligible employees, the Company makes a discretionary
flat contribution of 1% of compensation and matches an
eligible contribution of up to a maximum of five percent
(5%). In addition, the Company may contribute an annual
discretionary amount as determined by the Board of
Directors. In 1996, the Company did not make a
discretionary contribution to the 401(k) Plan.
(2) Includes pension benefit payable pursuant to the Company's
Defined Benefit Pension Retirement Plan, described below.
Amounts indicated do not include any benefits payable
pursuant to the Company's 401(k) Profit Sharing Plan.
(3) See "Consulting and Deferred Compensation Agreements",
below.
CONSULTING AND DEFERRED COMPENSATION AGREEMENTS
Effective December 31, 1995, the Company and Donald A. Ross
terminated his employment agreement and entered into a Consulting
Agreement and a Deferred Compensation Agreement. Under the terms
of the Consulting Agreement, Mr. Ross was paid $10,000 in 1996
for providing part-time consulting services, assistance in
maintaining continuity in business relations during the
transition to new management, and such other services related to
the Company's business operations as the Company may reasonably
request. Such amounts included any amounts payable for service
as a director and on any committee of the Board of Directors. In
addition, Mr. Ross receives: medical insurance coverage for the
duration of his life and that of his wife for himself, his wife
and his dependents, and during the period of his consulting
agreement, the use of a car and up to $1,500 in annual
maintenance fees therefor, and $2,400 annual membership dues at a
business club and reimbursement of business entertainment
expenses of up to $2,000 per year at the club. The Consulting
Agreement ran for the period of 12 months and was subject to
annual review by the Company. This Agreement was not renewed for
1997. Under the Deferred Compensation Agreement, Mr. Ross, or
his heirs, received deferred payment for services previously
rendered in the amount of $60,000 for 1996, and will receive
$31,000 for each year thereafter until Mr. Ross reaches age 70.
DEFINED BENEFIT PENSION RETIREMENT PLAN
Since 1988, the Company had maintained a Defined Benefit
Pension Retirement Plan (the "Defined Benefit Plan") for all
full-time employees meeting minimum age and service requirements.
At the later of age 65 or the fifth year of participation,
participants are entitled to accrued monthly pension benefits
computed under a final average pay formula equal to 75% of
average monthly compensation, up to a maximum of $50,000 per
year, reduced proportionately for each year of service less than
ten. The non-forfeitable right of an employee to pension
benefits accrues after a three year period of employment.
Benefits are not reduced by Social Security payments or by
payments from other sources. The Defined Benefit Plan is funded
through Company contributions and benefits are payable under one
of several payment options including lifetime annuity and lump
sum settlement. Mr. Grum's benefits are not fully vested. This
plan was terminated in September 1996.
DIRECTOR COMPENSATION
During 1996, under the Company's standard compensation
arrangements with directors, each non-employee director received
an annual fee of $1,000 plus $750 for attendance at each meeting
of the Board of Directors and each meeting of a Committee not
held on the same day as a Board meeting, and the Chairman of the
Board, Mr. Newman, received an annual fee of $2,500 plus $750 for
attendance at Board meetings.
STOCK OPTIONS/STOCK APPRECIATION RIGHTS
Restrictions imposed on registered investment companies by
the 1940 Act preclude the Company from offering stock options or
stock appreciation rights incentive packages to its employees.
The Company does not have any other forms of restricted stock or
employee share benefit plans.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
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 the Company's stock, to
file with the Securities and Exchange Commission initial reports
of stock ownership and reports of changes in stock ownership.
Reporting persons are required by SEC regulations to furnish the
Company with all Section 16(a) reports 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, all Section
16(a) filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were complied with
during the fiscal years ended December 31, 1996, except that one
report covering one transaction was filed late by Donald A.
Ross, a Director of the Company.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Company has an insurance policy from American Alliance
Company that indemnifies (i) the Company for any obligation
incurred as a result of the Company's indemnification of its
directors and officers under the provisions of the New York
Business Corporation Law and the Company's Bylaws, and (ii) the
Company's directors and officers as permitted under the New York
Business Corporation Law and the Company's Bylaws. The policy
covers all directors and officers of the Company for the 12
months ending December 1997 for a total premium of $91,386. No
sums have been paid to the Company or its officers or directors
under the insurance contract.
2. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM
7,000,000 to 10,000,000
The proposed amendment to Paragraph 4 of the Company's
Certificate of Incorporation (the "Certificate") would increase
the number of Common Shares that the Company is authorized to
issue from 7,000,000 to 10,000,000. Except for the increase in
the number of shares authorized, the Company's Common Shares
would not be affected in any manner by the proposed amendment.
As of March 13, 1997, there were 5,399,514 Common Shares
outstanding, so that only 1,600,486 shares remained authorized
and available for issuance.
The Board believes that it is desirable to have the
additional authorized shares of Common Stock available for stock
splits, dividends, possible future financings, acquisitions and
other general corporate purposes, although the Company has no
specific plans with respect to taking any such action.
Except as indicated above, the additional shares would be
issuable at the Board's discretion without the need for further
shareholder action provided that any such shares are issued for
consideration equal to or in excess of per share net asset value
or as otherwise permitted by Section 23 of the 1940 Act.
Although the present beneficial ownership of the company's
outstanding Common Shares and the Company's status as a
registered investment company would make the possibility of an
attempted hostile or unfriendly takeover unlikely, and although
the Board has no present intention of doing so, additional
authorized and unissued Common Shares could be used in one or
more transactions which could make more difficult, and therefore
less likely, a takeover of the Company. Any such issuance of
additional Common Shares could have the effect of diluting the
stock ownership of persons seeking control of the Company. The
possibility for such dilution would have a deterrent effect on
persons seeking to acquire control without purchasing 100% of the
outstanding shares and, therefore, would afford protection
against such persons. The Board also could, although it has no
present intention of doing so, authorize the issuance of Common
Shares to a holder who might thereby obtain sufficient voting
power to assure that any proposal to effect certain business
combinations would not receive the shareholder approval required
under New York law. Accordingly, the power to issue additional
Common Shares would enable the Board of Directors to make it more
difficult to replace incumbent directors and to accomplish
business combinations opposed by the incumbent Board of
Directors.
Pursuant to the Certificate, shareholders are not entitled
to preemptive or other rights to subscribe for Common Shares that
may be issued in the future.
The proposed amendment to the Certificate would be reflected
in Paragraph 4 of the Certificate, as detailed in Appendix A.
The favorable vote of the holders of a majority of all
outstanding Common Shares entitled to vote at the meeting is
required for approval of the proposed amendment of the
Certificate to increase the authorized number of Common Shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
PROPOSED AMENDMENT TO THE CERTIFICATE.
3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Deloitte &
Touche LLP, Buffalo, New York, as the independent auditors to
examine the accounts of the Company for the 1997 fiscal year,
subject to ratification by the shareholders at the annual
meeting. The directors approving such selection included a
majority of the Company's directors who are not "interested
persons" of the Company as defined in the 1940 Act. Deloitte &
Touche LLP audited the accounts of the Company for the 1996
fiscal year.
A representative of Deloitte & Touche LLP is expected to be
present at the annual meeting of shareholders and will be
available to respond to appropriate questions and will be given
an opportunity to make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY FOR THE 1997 FISCAL YEAR.
4. OTHER BUSINESS
The Company does not know of any other matters to come
before the meeting. However, if any other matters properly come
before the meeting, it is the intention of the persons designated
as proxies to vote in accordance with their best judgment on such
matters.
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1998
Annual Meeting of shareholders must be received at the Company's
offices not later than December 5, 1997, to be included in the
Company's proxy statement and form of proxy for that meeting.
By order of the Board of Directors,
Reginald B. Newman II
Chairman of the Board
March 20, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
ARE URGED TO SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE>
Appendix A
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
Under Section 805 of the
Business Corporation Law
Pursuant to the provisions of Section 805 of the Business
Corporation Law, the undersigned, Allen F. Grum, and Robin K.
Penberthy, being respectively the President and the Secretary and
Treasurer of Rand Capital Corporation, do hereby certify as
follows:
1. The name of the corporation is RAND CAPITAL CORPORATION
2. The Certificate of Incorporation of the corporation was
filed by the Department of State of the State of New
York on February 24, 1969.
3. The Certificate of Incorporation of the corporation is
hereby amended to increase the aggregate number of
shares of Common Stock which the corporation shall have
the authority to issue from 7,000,000, par value $.10
per share, to 10,000,000, par value $.10 per share.
Except for the increase in the number of shares
authorized, the corporation's common stock, par value
$.10 per share, will not be affected in any manner by
such amendment. The 500,000 shares of Preferred Stock,
par value, $10.00 per share, that the corporation is
authorized to issue (none of which have been issued),
will not be affected by such amendment. To effect such
amendment, Paragraph 4 (a) of the Certificate of
Incorporation is hereby amended to read in its entirely
as follows:
"4. (a). The aggregate number of shares which the
corporation shall have the authority to issue
is TEN MILLION FIVE HUNDRED THOUSAND
(10,500,000) shares, of which FIVE HUNDRED
THOUSAND (500,000) shall be Preferred Stock,
par value $10.00 per share, and TEN MILLION
(10,000,000) shall be Common Stock, par value
$.10 per share."
4. The foregoing amendment of the Certificate of
Incorporation was authorized by the affirmative vote of
the Board of Directors of the corporation followed by
the affirmative vote of the holders of a majority of
all outstanding common shares of the corporation
entitled to vote thereon at a meeting of the
shareholders duly called and held on the 17th day of
April 1997.
IN WITNESS THEREOF, the undersigned have signed this Certificate
and affirmed the statements made herein as true under penalties
of perjury this _______day of ________________, 1997.
___________________________________________
Allen F. Grum, President
___________________________________________
Robin K. Penberthy, Secretary and Treasurer
<PAGE>
[Form of Proxy - Side One]
RAND CAPITAL CORPORATION
2200 Rand Building, Buffalo, New York 14203
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jayne K. Rand and Allen F. Grum
as proxies, each with the power to appoint his/her substitute,
and hereby authorizes then to represent and to vote as designated
below all the shares of Common Stock of Rand Capital Corporation
(the "Company") held of record by the undersigned at the annual
meeting of shareholders to be held on April 17, 1997 or any
adjournment thereof.
1. ELECTION OF DIRECTORS: Election of T.R. Beecher,Jr.,
A.F.Grum, L.F. Kahl, R.B.Kenzie, W.S. McLeese, R. B. Newman II,
J.K. Rand, F.W. Winter.
FOR all nominees (except as marked to the contrary below)
WITHHOLD AUTHORITY for all nominees
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
2. AMENDMENT OF CERTIFICATE OF INCORPORATION to increase the
number of authorized common shares from 7,000,000 to 10,000,000.
FOR AGAINST ABSTAIN
3. APPOINTMENT OF DELOITTE & TOUCHE as the independent public
accountants of the Company for 1997.
FOR AGAINST ABSTAIN
<PAGE>
[Form of Proxy - Side Two]
4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
Date___________________________,97
__________________________________
Signature
__________________________________
Signature if held jointly
Please sign exactly as name or names appear
to the left. When signing as a Trustee,
Executor, Administrator or Guardian, give
title as such. All joint owners should
sign. If a partnership, please sign in
partnership name by authorized persons.
PLEASE DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE
