<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
VENTURA ENTERTAINMENT GROUP LTD.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
VENTURA ENTERTAINMENT GROUP LTD.
11466 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90025
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 19, 1995
------------------------
To the Stockholders:
The Annual Meeting of Stockholders (the 'Annual Meeting') of Ventura
Entertainment Group Ltd. (the 'Company') will be held in the Belmont Room of the
Sheraton Music City Hotel, Nashville, Tennessee, on Tuesday, September 19, 1995,
at 2:00 p.m. local time for the following purposes:
(1) To elect a Board of six directors to serve until the next annual
meeting of stockholders;
(2) To act upon a proposal to amend the Company's Certificate of
Incorporation to change the name of the Company to Insight Entertainment
Corporation;
(3) To ratify the appointment of BDO Seidman, LLP as the Company's
independent auditors for the fiscal year ending December 31, 1995; and
(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.
A Proxy Statement describing matters to be considered at the Annual Meeting
is attached to this Notice. Only stockholders of record at the close of business
on August 15, 1995 are entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
DONALD B. LIFTON
Secretary
Los Angeles, California
August 30, 1995
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN PROVIDED.
IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
<PAGE>
VENTURA ENTERTAINMENT GROUP LTD.
11466 SAN VICENTE BOULEVARD
LOS ANGELES, CALIFORNIA 90025
---------------------------------
PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 19, 1995
------------------------
GENERAL INFORMATION
This Proxy Statement and accompanying proxy are being furnished in
connection with the solicitation of proxies by the Board of Directors (the
'Board') of Ventura Entertainment Group Ltd., a Delaware corporation (the
'Company'), to be voted at the Annual Meeting of Stockholders (the 'Annual
Meeting') and any adjournments thereof. The Annual Meeting will be held in the
Belmont Room of the Sheraton Music City Hotel, Nashville, Tennessee on Tuesday,
September 19, 1995, at 2:00 p.m. local time for the purposes set forth in this
Proxy Statement and the accompanying Notice of Annual Meeting. This Proxy
Statement and accompanying proxy are first being mailed to stockholders on or
about August 30, 1995.
A stockholder signing and returning a proxy has the power to revoke it at
any time before the shares subject to it are voted by (i) notifying the
Secretary of the Company in writing of such revocation, (ii) filing a duly
executed proxy bearing a later date or (iii) attending the Annual Meeting and
voting in person. If the proxy is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the proxy will be voted FOR the
nominees for director named in the Proxy Statement, FOR the proposal to amend
the Company's Certificate of Incorporation, FOR the ratification of independent
auditors and in the discretion of proxy holders on such other business as may
properly come before the Annual Meeting.
The original solicitation of proxies by mail may be supplemented by
telephone and other means of communication and through personal solicitation by
officers, directors and other employees of the Company, at no compensation.
Proxy materials will also be distributed through brokers, custodians and other
like parties to the beneficial owners of the Company's Common Stock, par value
$.001 per share (the 'Common Stock'), and the Company will reimburse such
parties for their reasonable out-of-pocket and clerical expenses incurred in
connection therewith.
RECORD DATE AND VOTING SECURITIES
The Board has fixed the record date (the 'Record Date') for the Annual
Meeting as the close of business on August 15, 1995 and all holders of record of
Common Stock on this date are entitled to receive notice of and to vote at the
Annual Meeting and any adjournments thereof. At the Record Date, there were
12,928,705 shares of Common Stock outstanding. For each share of Common Stock
held on the Record Date, a stockholder is entitled to one vote on each matter to
be considered at the Annual Meeting. A majority of the outstanding shares
present in person or by proxy is required to constitute a quorum to transact
business at the meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of election appointed for the meeting, who also will determine
whether a quorum exists. Abstentions or 'withheld' votes will be treated as
present and entitled to vote for purposes of determining a quorum, but as
unvoted for purposes of determining the approval of matters submitted to the
stockholders. Since Delaware law treats only those shares voted 'for' a matter
as affirmative votes, abstentions or withheld votes will have the same effect as
negative votes or votes 'against' a particular matter. If a broker
<PAGE>
indicates that it does not have discretionary authority as to certain shares to
vote on a particular matter, such shares will not be considered as present and
entitled to vote with respect to that matter.
STOCK OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth as of August 24, 1995, information
concerning each stockholder known by the Company to beneficially own more than
five percent of the outstanding Common Stock of the Company, and information
regarding beneficial ownership of the Company's Common Stock by each director,
each executive officer named in the Summary Compensation Table in this Proxy
Statement and all directors and executive officers as a group.
<TABLE>
<CAPTION>
VENTURA ENTERTAINMENT
GROUP LTD.
----------------------------
NUMBER OF PERCENT OF
SHARES(1) CLASS(2)
--------- ----------
<S> <C> <C>
Floyd Kephart...................................................................... 1,103,000(3) 8.31%
Ray Volpe.......................................................................... 0 --
Harvey Bibicoff.................................................................... 0 --
Bennett Smith...................................................................... 0 --
William Eberle..................................................................... 46,578(4) *
Coy Eklund......................................................................... 153,147(5)(6) 1.18
Gary Horowitz...................................................................... 25,000(4) *
Frank A. Woods..................................................................... 25,000(4) *
Bruce Albert....................................................................... 0 --
Tony Andrea........................................................................ 0 --
Brian Brady........................................................................ 0 --
Carleton Burtt..................................................................... 262,500(6)(7) 2.0
Don Dixon.......................................................................... 0 --
Donald B. Lifton................................................................... 100,000(7) *
Gary Teel.......................................................................... 20,879(8) *
David Ward......................................................................... 100,000(7) *
All current directors and officers as a group (11 persons, including those named
above)........................................................................... 1,916,690 14.0
5% Beneficial Owners
Trivest Financial Services, Inc.
787 Seventh Avenue, Suite 38C
New York, NY 10019................................................................. 4,955,734(9) 38.3
</TABLE>
------------
* Represents less than 1% of class.
(1) Based upon information furnished to the Company by the named persons, and
information contained in filings with the Securities and Exchange Commission
(the 'Commission'). Under the rules of the Commission, a person is deemed to
beneficially own shares over which the person has or shares voting or
investment power or which the person has the right to acquire beneficial
ownership within 60 days. Unless otherwise indicated, the named persons have
sole voting and investment power with respect to shares shown by them.
(2) Based on 12,928,705 shares outstanding as of August 24, 1995. Shares of
Common Stock subject to options exercisable within 60 days under the
Company's stock option plans are deemed outstanding for computing the
percentage of class of the person holding such options, but are not deemed
outstanding for computing the percentage of class for any other person.
(3) Includes 750,000 shares held of record by Artists and Entertainment, Inc.,
which Mr. Kephart may be deemed to beneficially own. Also includes 350,000
shares of common stock that are issuable upon the exercise of stock options,
which are presently exercisable, granted to Mr. Kephart in 1995.
(footnotes continued on next page)
2
<PAGE>
(footnotes continued from previous page)
(4) Includes 25,000 shares of Common Stock issuable upon the exercise of stock
options, which are presently exercisable, granted in 1994.
(5) Represents 128,247 shares of Common Stock issued upon the conversion of
shares of Series B Preferred Stock and 25,000 shares of Common Stock
issuable upon the exercise of stock options which are currently exercisable.
(6) Does not include 4,955,734 shares of Common Stock held by Trivest Financial
Services Corp. ('Trivest'). Mr. Eklund is the Chairman of the Board and
Chief Executive Officer of Trivest and Mr. Burtt is the President of
Trivest. However Mr. Eklund and Mr. Burtt disclaim beneficial ownership of
the shares owned by Trivest.
(7) Represents shares of Common Stock issuable upon the exercise of stock
options, which are currently exercisable, granted in 1995.
(8) Represents shares of Common Stock issued in connection with the acquisition
of product placement contracts by the Company.
(9) Includes shares of Common Stock issued upon the conversion of shares of
Series B Preferred Stock.
1. ELECTION OF DIRECTORS
At the Annual Meeting, six directors are to be elected to serve until the
next annual meeting of stockholders. The persons named in the accompanying proxy
have advised the Company that they intend to vote the shares covered by the
proxies FOR the election of the nominees named below. Although it is not
anticipated that any of the nominees will decline or be unable to serve, if that
should occur, the proxy holders may, in their discretion, vote for substitute
nominees. Directors are elected by a plurality of the votes cast.
NOMINEES FOR ELECTION AS DIRECTORS
Set forth below is a list of the nominees for election as directors,
including current Board members, each of whom will stand for reelection at the
Annual Meeting, together with the nominees' ages, any Company positions and
offices currently held by them and the year in which each person joined the
Board of Directors.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION OR OFFICE SINCE
--------------------------------------- --- -------------------------------------------------------- --------
<S> <C> <C> <C>
Floyd Kephart.......................... 53 Chairman, Chief Executive Officer and Director 1994
Carleton Burtt......................... 60 Chief Operating Officer of the Company and President of
Soundview Media Investments, Inc. --
William D. Eberle...................... 71 Director 1994
Coy Eklund............................. 79 Director 1994
Leeda Marting.......................... 50 None --
Frank A. Woods......................... 54 Director 1994
</TABLE>
FLOYD KEPHART. Mr. Kephart has been Chairman, Chief Executive Officer and a
director of the Company since July 25, 1994. Mr. Kephart served as a consultant
to the Company from July 1, 1992 to July 1994. He has been the President of
Entertainment Marketing Corporation of America, a wholly-owned subsidiary of the
Company ('EMC'), since 1988. Mr. Kephart was formerly President of Sports News
Network, a sports data base company. He has served as a member of the Board of
Directors and CEO of several public companies, including McDowell Corporation
from 1982 to 1983 and Southern States Corporation from 1980 to 1982.
COY EKLUND. Mr. Eklund has been a director of the Company since July 25,
1994. Mr. Eklund has served as Chief Executive Officer and Chairman of the Board
of Trivest Financial Services, Inc. ('Trivest') since 1988. Prior thereto, he
served as Chief Executive Officer and Chairman of the Board of Directors of The
Equitable Life Assurance Society of the United States. He has served on the
Boards
3
<PAGE>
of Directors of Bendix Corporation, Burroughs Inc. and Chase Manhattan Bank. He
also served as a member of the Grace Commission, the President's Commission on
Executive Exchange, the President's Council for International Youth Exchange and
Grand Central Art Galleries. For several years, Mr. Eklund was a board member of
the National Urban League and, for a period of five years, served as National
Chairman of the National Urban League.
FRANK A. WOODS. Since 1981, Mr. Woods has been the Chairman of MediaOne,
Inc., a merchant banking firm with a specialty in the media, broadcast, and
communications industries. From the early 1980's to 1991 Mr. Woods served as a
Director and Senior Officer of Sun Group, Inc., a Senior Officer and General
Counsel of LIN Broadcasting Corporation, a co-founder and director of the
licensee for the non-Bell cellular franchise in Nashville and directed and
co-ordinated the development of County Music Television (CMT) television
network. Mr. Woods is currently a board member of Shop At Home, Inc. (home
shopping television stations), and NewsOne, Inc. (news magazine).
WILLIAM D. EBERLE. Mr. Eberle became a director of the Company on October
31, 1994. Mr. Eberle is currently Chairman of the Board of both Showscan
Entertainment, Inc. (the leading worldwide provider of motion simulator
equipment for out-of-home entertainment venues) and Manchester Associates (a
venture capital and international consulting firm), and is of Counsel to the law
firm Kaye, Scholer, Fierman, Hays & Handler. Mr. Eberle previously served as the
Chairman and CEO of American Standard, and Vice President of Boise Cascade. Mr.
Eberle was a United States Trade Representative with rank of Ambassador from
1971 to 1975.
CARLETON BURTT. Mr. Burtt became Chief Operating Officer of the Company on
March 7, 1995. Since 1991, Mr. Burtt has served and continues to serve as the
President of Trivest, the parent of American Communications & Television Inc.,
the owner of the license of WTGS-TV, Channel 28 in Hilton Head/Savannah. Prior
to joining Trivest, Mr. Burtt was an independent financial advisor and trustee.
Mr. Burtt served as an executive at the Equitable Life Assurance Society of the
United States for eight years.
LEEDA MARTING. Ms. Marting has been the President and owner of Charleston
GardensTM Ltd., a company that markets and distributes English wrought iron
garden furniture, and operates a retail store in Charleston, South Carolina
since 1994. Prior thereto, Ms. Marting was a Vice President for four years with
Boyden, a worldwide executive search and management consulting firm. Prior to
this time, she also served as the Executive Vice President of TravelWorld Video,
Inc., a general partner of Communications Ventures, a venture capital company,
Director of the John Hay Whitney Foundation and Director of Community Affairs
for Levi Strauss and Co.
MEETINGS OF THE BOARD OF DIRECTORS
The Board met on four occasions during 1994. Each director attended at
least 75% of the aggregate of the meetings of the Board and its committees on
which such director served during his or her period of service.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit and Compensation Committee. The Audit
and Compensation Committee is responsible for exercising supervisory control
over the internal auditing and accounting procedures, practices and personnel of
the Company and for making recommendations to the Board concerning the
appointment of the Company's independent auditors. It is also responsible for
reviewing the compensation of directors and officers of the Company and
preparing recommendations and periodic reports to the Board concerning such
matters. The Audit and Compensation Committee also administers the Company's
employee stock option plans and recommends to the Board the award of bonuses to
executive officers. The members of the Audit and Compensation Committee are
Messrs. Eklund (Chair), Eberle, Horowitz and Woods. The Audit and Compensation
Committee did not meet during 1994.
The Board does not have a nominating committee or any committee performing
a similar function.
4
<PAGE>
COMPENSATION OF DIRECTORS
No fees are paid to directors of the Company for their services. Directors
who are not employees of the Company are annually granted options to purchase
25,000 shares of Common Stock. During 1994, such directors were granted options
to purchase 25,000 shares at $2.50 per share, the fair market value of the
Common Stock on the date of grant. The Company reimburses directors for
reasonable travel and lodging expenses incurred in attending board meetings.
EXECUTIVE COMPENSATION
Set forth below is information concerning the annual and long-term
compensation of any person who served as the Chief Executive Officer during any
portion of 1994, and the other four most highly compensated executive officers
of the Company in 1994, for services in all capacities to the Company for the
last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
---------------------------------------------- STOCK
OTHER ANNUAL OPTIONS (IN
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) SHARES)
------------------------------------------------- ---- -------- ----- --------------- ------------
<S> <C> <C> <C> <C> <C>
Floyd Kephart ................................... 1994 $237,301 -0- $ 1,800 -0-
Chairman and Chief Executive Officer 1993 80,000 -0- -0- -0-
1992 -0- -0- -0- -0-
Ray Volpe ....................................... 1994(2) 134,000 -0- 11,882 -0-
President and Co-Chief Executive Officer 1993 -0- -0- -0- -0-
1992 -0- -0- -0- -0-
Harvey Bibicoff ................................. 1994(3) 68,750 -0- 3,125 275,000
Former Chairman of the Board and Chief 1993 -0- -0- -0- 150,000
Executive Officer 1992 -0- -0- -0- -0-
Gary Teel ....................................... 1994 150,000 -0- -0- -0-
Executive Vice President 1993 100,000 -0- -0- -0-
1992 -0- -0- -0- -0-
Don Dixon ....................................... 1994(2) 114,583 -0- 5,537 -0-
President and Chief Executive Officer, 1993 -0- -0- -0- -0-
Lifestyle Marketing 1992 -0- -0- -0- -0-
Tony Andrea ..................................... 1994(2) 104,167 -0- 6,463 -0-
President and Chief Executive Officer, People & 1993 -0- -0- -0- -0-
Properties 1992 -0- -0- -0- -0-
Bruce Albert .................................... 1994(2) 62,500 -0- 3,520 -0-
Assistant Secretary 1993 -0- -0- -0- -0-
1992 -0- -0- -0- -0-
</TABLE>
------------
(1) Represents automobile allowances, club memberships, and premiums on life
insurance not owned by the Company.
(2) Represents compensation since the acquisition of Kaleidoscope Acquisition
Corp. and its subsidiaries as of August 1, 1994.
(3) Except for options to purchase 25,000 shares of Common Stock granted to Mr.
Bibicoff, represents amounts paid from August 1, 1994 to December 31, 1994
to Bibicoff & Associates, Inc., a corporation owned by Mr. Bibicoff, under a
consulting agreement. Mr. Bibicoff resigned as a Director effective April 5,
1995.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options granted to the
named executive officers during the 1994 fiscal year.
<TABLE>
<CAPTION>
POTENTIAL
REALIZED VALUE AT
ASSUMED ANNUAL
PERCENTAGE OF RATES OF STOCK
TOTAL OPTIONS APPRECIATION FOR
GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------
NAME GRANTED FISCAL 1994 ($/SHARE) DATE 0% 5% 10%
----------------------------------------------- ------- ------------- --------- ----------- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Floyd Kephart.................................. 0 -- -- -- -- -- --
Ray Volpe...................................... 0 -- -- -- -- -- --
Harvey Bibicoff................................ 250,000(1) 91% $2.50 8/01/99 0 0 0
Harvey Bibicoff................................ 25,000(2) 9 2.50 7/25/99 0 0 0
Gary Teel...................................... 0 -- -- -- -- -- --
Don Dixon...................................... 0 -- -- -- -- -- --
Tony Andrea.................................... 0 -- -- -- -- -- --
Bruce Albert................................... 0 -- -- -- -- -- --
</TABLE>
------------
(1) Represents options to purchase 250,000 shares granted to Bibicoff &
Associates, Inc. ('Bibicoff & Associates'), a corporation owned by Mr.
Bibicoff, pursuant to a consulting agreement with Bibicoff & Associates and
Mr. Bibicoff, which options expire on August 1, 1999.
(2) Represents options to purchase 25,000 shares granted to Mr. Bibicoff for his
services as a director of the Company, which options expire on July 25,
1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Set forth below is information with respect to options exercised by the
named executive officers during the 1994 fiscal year, and the number and value
of unexercised stock options held by the named executive officers at the end of
the fiscal year. There were no SARs outstanding at the 1994 fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------- ----------- -------- ----------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Floyd Kephart...................... 0 -- 0 0 -- --
Ray Volpe.......................... 0 -- 0 0 -- --
Harvey Bibicoff.................... 150,000 $169,688 275,000 0 0 --
Gary Teel.......................... 0 -- 0 0 -- --
Don Dixon.......................... 0 -- 0 0 -- --
Tony Andrea........................ 0 -- 0 0 -- --
Bruce Albert....................... 0 -- 0 0 -- --
</TABLE>
------------
(1) Based on the difference between the option exercise price and closing price
of the Company's Common Stock on the Nasdaq Small-Cap market on December 30,
1994 ($2.8125).
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICIES
Prior to 1995, all determinations relating to the compensation of the
Company's executive officers were made by the Board of Directors, which
consisted of Messrs. Bibicoff, Eberle, Eklund, Horowitz, Kephart, Smith, Volpe
and Woods. Subsequent to December 31, 1994, the Audit and Compensation
6
<PAGE>
Committee consisting of Messrs. Eberle, Eklund, Horowitz and Woods, each a
non-employee director of the Company, makes such determinations. Set forth below
is a report submitted by the Board of Directors describing its compensation
policies and the Board's decisions relating to compensation of executive
officers in 1994.
Compensation Principles. The Board of Directors follows the principles set
forth below in compensating executive officers:
Compensation awarded by the Company should be effective in attracting,
motivating and retaining key executives;
Incentive compensation should be awarded based on the achievement of
growth or operational targets of the Company; and
Executive officers should have an equity interest in the Company to
encourage them to manage the Company for the long-term benefit of
stockholders.
The Company's executive officers are compensated through a combination of
salary, annual bonuses (where appropriate) and grants of stock options. The
annual salaries of the Company's executives are reviewed from time to time by
the Board of Directors. The Board of Directors makes adjustments where necessary
in order for the annual salaries of the Company's executives to be competitive
with the salaries paid by other companies in the industry.
Annual bonuses, where appropriate, may be awarded by the Board of Directors
in 1994. No bonuses were granted to the Company's named executive officers in
1994.
The Board of Directors periodically grants stock options in order to
provide executive officers and other employees with an interest in the Company.
The Board of Directors believes that stock options are a valuable tool in
encouraging executive officers to align their interests with the interests of
the stockholders and to manage the Company for the long-term. No stock options
were granted in 1994 to the Company's named executive officers except as
reflected in the Option Grant Table in this Proxy Statement.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
During 1994, Messrs. Kephart, Volpe and Bibicoff each served as the Chief
Executive Officer of the Company for a portion of the year. In determining the
compensation paid to them in 1994, the Compensation Committee applied the
policies described above. Mr. Kephart, the Chief Executive Officer of the
Company beginning in July 1994, was paid a base salary of $237,301 and received
additional compensation of $1,800. Mr. Kephart's compensation was determined by
the Board of Directors in accordance with its compensation policies set forth
above. No bonus was awarded and no options were granted to Mr. Kephart in 1994.
Mr. Volpe was the Co-Chief Executive Officer of the Company from July 1994
to June 1995. During 1994, Mr. Volpe was paid a base salary of $134,000 pursuant
to his employment agreement and received additional compensation in the amount
of $11,882. No bonus was awarded and no options were granted to Mr. Volpe in
1994.
Mr. Bibicoff, the Chief Executive Officer of the Company from its inception
to July 1994 received no base salary and received other compensation of $3,125
during 1994. Mr. Bibicoff and Bibicoff & Associates, Inc. ('Bibicoff &
Associates'), a corporation owned by Mr. Bibicoff, entered into an agreement
with the Company, providing for annual fees of $165,000 to July 31, 1997.
Bibicoff & Associates was granted a five year option to purchase 250,000 shares
of the Company's Common Stock at $2.50 per share, the market price of the Common
Stock on the date of grant. Pursuant to this agreement, Bibicoff & Associates
received $68,750 during 1994. Mr. Bibicoff also received options to purchase
25,000 shares of Common Stock, at $2.50 per share, for serving as a director of
the Company.
EMPLOYMENT AGREEMENTS
On January 10, 1995, the Board of Directors approved an employment
agreement with Floyd Kephart outlining the terms of his employment as Chairman
and Chief Executive Officer. The
7
<PAGE>
employment agreement is for an initial term expiring December 31, 2000, with
automatic three year extensions unless prior written notice of termination is
given by either party. Mr. Kephart's contract may be terminated if certain
performance goals for the Company are not met. Mr. Kephart's, annual salary was
fixed at $360,000, and he is eligible to receive a bonus at the discretion of
the Board of Directors. Mr. Kephart was awarded options to purchase 350,000
shares of Common Stock at $2.50 per share, which vested immediately and expire
on the earlier of October 15, 2004, or the fifth anniversary of the termination
of Mr. Kephart's employment. If Mr. Kephart's employment with the Company is
terminated for reasons other than cause, Mr. Kephart may require the Company to
repurchase all vested options at a price equal to the difference between the
exercise price of the options and the market price of the Common Stock and Mr.
Kephart will continue to receive payments under the employment agreement. Mr.
Kephart may not, while employed by the Company or for a period of one year
thereafter, if he voluntarily terminates his employment, become involved in any
entity which competes with the Company.
Ray Volpe was employed by the Company as the President pursuant to an
employment agreement dated July 1, 1994, which provided for annual base
compensation of $300,000 plus reimbursement of expenses not to exceed $25,000.
This agreement was terminated by mutual agreement effective June 1, 1995. Mr.
Volpe resigned as an officer of the Company on June 7, 1995.
Harvey Bibicoff was not compensated for his services as the Chief Executive
Officer of the Company during the years ended December 31, 1992, 1993 and 1994.
The Company entered into a consulting agreement on August 1, 1994 with Mr.
Bibicoff and Bibicoff & Associates, a corporation owned by Mr. Bibicoff. The
consulting agreement was amended on April 5, 1995 (the 'Agreement') to become a
non-competition agreement, providing that neither Mr. Bibicoff nor Bibicoff &
Associates would compete with the Company during the term of the Agreement.
Consequently, the Company expects to receive no further services under the
Agreement. The Agreement provides for annual payments of $165,000 to July 31,
1999 in exchange for Mr. Bibicoff's and Bibicoff & Associates' agreement not to
compete with the Company. In connection with the Agreement, Bibicoff &
Associates was granted a five year option to purchase 250,000 shares of the
Common Stock at a price of $2.50 per share. Mr. Bibicoff resigned as an officer
in October 1994 and as a director effective April 5, 1995.
Don Dixon was employed by the Company as the President of Lifestyles
Marketing Group, Inc., a subsidiary of the Company, pursuant to an agreement
dated July 1, 1994, which provided for annual base compensation of $275,000 plus
reimbursement for reasonable business expenses not to exceed $25,000. The
agreement was terminated by mutual agreement, effective June 1, 1995.
Tony Andrea was employed by the Company as the President of People &
Properties, Inc. pursuant to an agreement dated July 1, 1994, which provided for
annual base compensation of $250,000 plus reimbursement for reasonable business
expenses not to exceed $10,000. The agreement was terminated by mutual
agreement, effective June 1, 1995.
Bruce Albert was employed by the Company as Assistant Secretary of the
Company pursuant to an agreement dated July 1, 1994, which provided for annual
base compensation of $175,000 plus a $10,000 annual non-accountable expense
allowance. The agreement was terminated by mutual agreement, effective June 1,
1995.
Gary Teel was employed by the Company as Executive Vice President of the
Company pursuant to an agreement dated April 1, 1994, which provided for annual
compensation of $150,000 plus an annual bonus based on the net income or cash
flow from the Company's corporate sponsorship, publications, personal management
and related public relations business with certain exceptions. The agreement was
terminated by mutual agreement, effective August 24, 1995, pursuant to a Release
and Settlement Agreement among Ventura Media Group, Ltd., the Company
(collectively, 'Employer') and Gary Teel. Under this settlement agreement,
Employer agreed to pay to Mr. Teel $12,500 in full and complete satisfaction of
all amounts due under Mr. Teel's employment agreement. Employer and Mr. Teel
each released the other from all claims, demands, action and causes of action in
connection with Mr. Teel's employment agreement or otherwise.
8
<PAGE>
OBRA DEDUCTIBILITY LIMITATION
Under the Omnibus Budget Reconciliation Act of 1993 ('OBRA'), subject to
certain exceptions and transition provisions, the allowable deduction for
compensation paid or accrued with respect to the chief executive officer and
each of the four most highly compensated executive officers of a publicly held
corporation, is limited to $1 million per year, per executive officer for fiscal
years beginning on or after January 1, 1994. The Company has determined not to
take any actions at this time with respect to its compensation plans which might
be necessary to exempt compensation under such plans from the OBRA deductibility
limitation.
Harvey Bibicoff
William Eberle
Coy Eklund
Gary Horowitz
Floyd Kephart
Bennett Smith
Frank Woods
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION AND CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
During 1994, the Board of Directors was responsible for executive
compensation decisions as described above. During the 1994 fiscal year, the
Board of Directors consisted of Messrs. Bibicoff, Eberle, Eklund, Horowitz,
Kephart, Smith, Volpe and Woods. Messrs. Bibicoff, Kephart and Volpe each served
as executive officers of the Company during 1994. Each abstained from decisions
relating to his own compensation. Mr. Bibicoff received no compensation for his
services to the Company. Bibicoff & Associates, a corporation owned by Mr.
Bibicoff, received consulting fees of $68,750 in 1994. Bibicoff & Associates
also received options to purchase 250,000 shares of Common Stock. Mr. Smith
served as the President of Soundview Media Investment, Inc. ('Soundview'), a
subsidiary of the Company.
During 1994 and 1995, the Company entered into certain transactions with
officers and directors of the Company. Each such transaction was a result of
arm's-length negotiations between the parties and the Company believes the terms
of the transactions were at least as favorable to the Company as transactions
which could have been negotiated with an unaffiliated party. None of the
directors or officers of the Company involved in the transactions were
affiliates at the time of the transaction except as provided herein.
During 1994, the Company invested $255,000 for 51% of Greenwich
Entertainment Group, Inc. ('Greenwich'). Mr. William Eberle, a director of the
Company owns, through a controlled corporation, 19.6% of Greenwich. Also during
1994, the Company purchased 80% of Soundview in exchange for one million shares
of Common Stock. Mr. Smith, who served as a director of the Company during 1994,
owns 10.1% of Soundview.
In May 1994, the Company returned $1,500,000 of the $2,000,000 of
advertising time to Trivest in exchange for 150 of the 200 shares of Series B
Preferred Stock issued by the Company to Trivest in the Company's original
acquisition of the advertising time. Trivest did not agree to return any part of
the $100,000 cash payment the Company made in the original acquisition. However,
Trivest waived all accrued but unpaid dividends with respect to the 150 shares
of Series B Stock that were returned. Mr. Coy Eklund, a director of the Company,
is Chief Executive Officer and Chairman of the Board of Trivest. In November
1994, the Company signed a letter of intent to purchase from Trivest all the
shares of American Communications and Television, Inc., owner of WTGS FOX
Channel 28, Hilton Head/Savannah, Georgia, the station referred to above. Also
in March 1995, Carleton Burtt became Chief Operating Officer of the Company.
Since 1991 he has served as President of Trivest and will continue to hold that
position.
During 1994, the Company borrowed an aggregate of $1,495,000 at 8% interest
from Harmony. The borrowings were collateralized by a receivable of the Company.
In August 1994, the balance of $522,000
9
<PAGE>
was paid in full. Mr. Horowitz, a director of the Company at the time the
indebtedness was repaid but not when the funds were borrowed, is the President,
Chief Executive Officer and Chief Financial Officer of Harmony.
In connection with the recapitalization of the Company, the Company
acquired all the capital stock of EMC from Floyd Kephart, the Chairman, Chief
Executive Officer and a director of the Company, in exchange for 100 shares of
the Company's Series A Preferred Stock ('Series A Stock'). Upon the approval of
the Plan of Recapitalization, the Series A Stock was automatically converted as
of July 25, 1994 into 966,666 shares of Common Stock.
During 1994, the Company acquired certain contracts relating to its product
placement business from Mr. Gary Teel and two other employees of the Company. In
exchange for these contracts, the Company paid $360,000 and issued 201,465
shares of Common Stock. Mr. Teel received $185,000 and 121,406 shares of Common
Stock.
On June 7, 1995, the Board of Directors accepted a proposal from Trivest to
provide the Company with additional working capital. Trivest agreed to purchase
from the Company 13,000,000 shares of Common Stock at a purchase price of $.50
per share and to provide the Company a two year, 11%, $1,160,000 loan. In
return, the Company agreed to pay a financing fee of $500,000 to Trivest. To
date, Trivest has purchased 4,000,000 shares and funded the $1,160,000 loan. In
agreement with the Company, Trivest will fund the remaining amount on or before
September 15, 1995. Coy Eklund, the Chairman and Chief Executive Officer of
Trivest is also a director of the Company, and Carleton Burtt, the President of
Trivest, is also the Chief Operating Officer and a nominee for director of the
Company. Messrs. Eklund and Burtt were affiliates of the Company at the time the
transaction occurred.
On June 7, 1995, the Company entered into an agreement with Ray Volpe to
exchange all of the common stock of Kaleidoscope Acquisition Corp.
('Kaleidoscope') for 1,428,796 shares of Common Stock and a $225,000 five-year,
8% promissory note effective as of June 1, 1995. The promissory note is payable
interest only for the first two years and may be prepaid in full during the
first two years for a principal payment of $125,000. At the time of the
transaction, Mr. Volpe was the President, Co-Chief Executive Officer and a
director of the Company. In connection with this transaction, the employment
agreements of Ray Volpe, Tony Andrea, Don Dixon, Bruce Albert and Mark
Rothenberg were terminated, and the Company was released from all direct or
contingent liabilities it had undertaken with respect to the acquisition of
Kaleidoscope.
Effective June 8, 1995, a subsidiary of the Company, Modern Education
Services, Inc. ('Modern'), acquired substantially all of the assets of Modern
Talking Pictures, Inc. ('MTP Inc.') by forgiveness of $507,500 of previous
advances and by assuming certain liabilities amounting to approximately
$950,000. The Company is negotiating with the sellers regarding the repurchase
of a substantial portion of the acquired assets. Modern is a national company
serving the information awareness and educational outreach agendas of
corporations, associations, and government primarily through the distribution of
video media.
Under the terms of a Settlement, Release and Stock Purchase Agreement dated
July 20, 1995, the Company acquired the minority 20% interest in the common
stock of Soundview, 95,000 shares of preferred stock of Soundview as well as
835,000 shares of Common Stock held by certain former minority shareholders of
Soundview. In exchange for all of such stock, the Company paid $615,555 in cash
and a $264,445 promissory note payable in 17 equal monthly installments of
principal without interest. The Company has an agreement to acquire from the
remaining minority shareholder of Soundview, 95,000 shares of the preferred
stock of Soundview and 165,000 shares of Common Stock in exchange for $500,000,
a portion of which has been funded by the Company. In connection with the
acquisition, Bennett Smith and Brian Brady resigned as President and Executive
Vice President of Soundview and their employment agreements were cancelled.
Carleton Burtt, Chief Operating Officer of the Company was appointed interim
President of Soundview and was replaced on July 24, 1995 by Steven M. Friedheim,
who was also elected a director of Soundview. Also, in connection therewith,
Bennett Smith, Brian Brady and Richard Incandela resigned as directors of
Soundview and Bennett Smith resigned as a director of the Company. The current
directors of Soundview are Floyd W. Kephart, Coy Eklund, Carleton Burtt, William
Eberle, Frank Woods, and Steven Friedheim.
10
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COMPARISON OF FIVE YEAR CUMULATIVE STOCKHOLDER RETURN
The following graph shows the cumulative return experienced by the
Company's stockholders during the period from December 31, 1989 through December
31, 1994, as compared to the Nasdaq Total Return Index (U.S.) and the Nasdaq
Tele-communications Stocks Index. Assumes the investment of $100 on December 29,
1989 in the Company's Common Stock and each of the indices. Total return
calculations assume the reinvestment of all dividends. Ventura Entertainment
Group Ltd. has never paid a cash dividend.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
FISCAL YEAR-END
--------------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ventura Entertainment Group Ltd. ................................... $100 $97 $ 5 $ 11 $ 12 $ 8
Nasdaq Total Return Index (U.S.).................................... 100 85 36 159 181 177
Nasdaq Tele-communications Stocks Index............................. 100 67 93 114 176 146
</TABLE>
11
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities Exchange Commission
initial reports of stock ownership and reports of changes in stock ownership.
Messrs. Bibicoff, Eberle, Eklund, Smith and Woods, non-employee directors of the
Company, filed late reports relating to the grant of options to purchase shares
of Common Stock.
3. PROPOSED AMENDMENT TO CERTIFICATE OF
INCORPORATION TO INSIGHT ENTERTAINMENT, INC.
The Board of Directors has unanimously approved and recommended the
adoption by the stockholders of the following amendment to the Company's
Certificate of Incorporation, which would change the name from Ventura
Entertainment Group Ltd. to Insight Entertainment Corporation:
The First Article of the Company's Certificate of Incorporation be,
and it hereby is, amended to read as follows:
1. Name. The name of the Company is Insight Entertainment
Corporation.
The reason for the Board of Director's approval and recommendation to the
stockholders of the name change is that INSIGHT is more descriptive of the
Company's major business segments consisting of broadcast, marketing, media,
lighting, production and event management. In each of these business segments,
the Company's goal is to place the corporate client's message 'in sight' of the
consumer. The Company's current name 'Ventura' is not descriptive of any
operation, business segment or industry related to the Company.
Approval of the Amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to notice of, and to
vote at, the Annual Meeting. The Amendment, if adopted by stockholders, will
become effective as of the date and time it is filed with the Office of the
Secretary of State of Delaware. The filing will be made as soon as practicable
following approval of the Amendment by stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT.
4. RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has appointed BDO Seidman, LLP as independent
auditors of the Company for the 1995 fiscal year ending December 31, 1995. BDO
Seidman, LLP has acted as independent auditors for the Company since October
1994. Representatives of BDO Seidman, LLP are expected to be present at the
Annual Meeting where they will have an opportunity to make a statement, if they
desire to do so, and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF BDO
SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE 1995 FISCAL YEAR.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On October 25, 1994, the Company with the approval of the Audit Committee,
advised Kellogg & Andelson that it was dismissing such accounting firm as its
auditor, and was retaining the accounting firm of BDO Seidman, LLP as auditor
for the next fiscal period. The decision to retain BDO Seidman, LLP was based
upon a need for an accounting firm with a national presence and was not
motivated by any disagreements between the Company and Kellogg & Andelson
concerning any accounting matters. During the entire period of their engagement
(September 22, 1992 to October 25, 1994), there were no disagreements with
Kellogg & Andelson relative to accounting principles or practices, financial
statement disclosure, auditing scope or procedures, which if not resolved to
Kellogg & Andelson's satisfaction, would have resulted in a reference to the
subject matters of the disagreement, in connection
12
<PAGE>
with its report. Kellogg & Andelson's reports on the Company's financial
statements have not contained an adverse opinion or a disclaimer of opinion, nor
were the opinions qualified or modified as to uncertainty, audit scope, or
accounting principles, nor were there any events of the type requiring
disclosure under Item 304(a)(1)(v) of Regulation S-K.
On October 25, 1994, the Company informed BDO Seidman, LLP that it had been
appointed as the Company's certifying accounting firm for the fiscal year ending
December 31, 1994. During the two years prior to such date, the Company had not
consulted BDO Seidman, LLP concerning any matter.
On July 27, 1992, the Company terminated Coopers & Lybrand as its
independent auditors because it did not believe that it had received sufficient
or timely advice from them. The Company reported that it had a disagreement with
Coopers & Lybrand regarding the calculation of the amount of income to be
realized on a transaction. The decision to terminate Coopers & Lybrand was
approved by the Board of Directors of the Company.
The Company was subsequently provided with a copy of a letter from Coopers
& Lybrand dated August 17, 1992 wherein Coopers & Lybrand agreed that there was
a disagreement regarding the calculation of the amount of income to be realized
and disagreed with the Company's statement that it had not provided sufficient
or timely advice to the Company.
Coopers & Lybrand has not advised the Company that this disagreement, if
not resolved to its satisfaction, would have caused it to make reference thereto
in its report on the consolidated financial statements of the Company for the
year ended June 30, 1992. The audit report of Coopers & Lybrand for the year
ended June 30, 1991 did not contain any adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting procedures.
The disagreement related to the computation of the amount of the gain
realized by the Company as a result of the initial public offering of securities
by Harmony which occurred in November 1991. Prior to filing its Form 10-Q for
the quarter ended December 1, 1991, the Company computed the amount of the gain
realized as approximately $1,767,000.
Subsequent to filing its December 31, 1991 Form 10-Q, the Company received
a memorandum from Coopers & Lybrand which calculated the amount of gain to be
realized in a different manner than the Company's computation. The calculation
provided by Coopers & Lybrand resulted in the amount of gain to be realized of
approximately $537,000. The Company advised Coopers & Lybrand that it did not
agree with its computation of the gain to be realized.
Upon the dismissal of Coopers & Lybrand, the Company reported that it would
review the computation of the gain realized on Harmony's initial public offering
with its new independent auditors, when engaged. In connection with the
recapitalization of the Company, this gain was recomputed to be $143,641.
On September 25, 1992, the Company engaged Kellogg & Andelson as its
independent auditors. In connection with the engagement of Kellogg & Andelson,
neither the Company nor anyone acting on its behalf, consulted Kellogg &
Andelson as to the application of accounting principles to a specified
transaction either completed or proposed, or the type of opinion that might be
rendered on the Company's consolidated financial statements.
When the Company engaged Kellogg & Andelson, it authorized Kellogg &
Andelson to communicate directly with Coopers & Lybrand, if they so desired,
with respect to this disagreement. The Company did not place any limitation on
Coopers & Lybrand to respond fully if so requested by Kellogg & Andelson.
OTHER BUSINESS
The Board of Directors is not aware of any other matters to be presented at
the Annual Meeting other than those set forth in the Notice of Annual Meeting
and routine matters incident to the conduct of the meeting. If any other matters
should properly come before the Annual Meeting or any adjournment or
postponement thereof, the persons named in the proxy, or their substitutes,
intend to vote on such matters in accordance with their best judgment.
13
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company by May 22, 1996 in order
to be considered for inclusion in the Company's proxy materials for such
meeting.
ANNUAL REPORT
The Company's Annual Report to Stockholders (Form 10-K) for the period
ending December 31, 1994 accompanies this Proxy Statement.
By Order of the Board of Directors
DONALD B. LIFTON
Secretary
Los Angeles, California
August 30, 1995
14
<PAGE>
APPENDIX I PROXY CARD
PROXY -- ANNUAL MEETING OF STOCKHOLDERS
VENTURA ENTERTAINMENT GROUP LTD.
11466 San Vicente Boulevard, Los Angeles, California 90025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of VENTURA ENTERTAINMENT GROUP LTD., a
Delaware corporation (the 'Company'), hereby appoints Floyd Kephart and David
Ward, and both of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Stockholders to be held in the Belmont Room of the Sheraton Music City Hotel,
Nashville, Tennessee on Tuesday, September 19, 1995 at 2:00 p.m. local time and
at any adjournment thereof. The undersigned hereby instructs said proxies or
their substitutes:
1. Election of Directors:
<TABLE>
<S> <C> <C> <C> <C>
Floyd Kephart Carleton Burtt William D. Eberle Coy Eklund Leeda Marting and Frank A. Woods
VOTE FOR ALL NOMINEES LISTED (EXCEPT AS MARKED WITHHOLD AUTHORITY
TO THE CONTRARY BELOW) [ ] to vote for all nominees listed above [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
</TABLE>
2. Proposal to amend the company's certificate of incorporation to change the
name of the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY.
<PAGE>
3. Proposal to ratify the appointment of BDO Seidman, LLP as independent
auditors for the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
This proxy, when properly executed, will be voted in accordance with any
directions hereinbefore given. Unless otherwise specified, this proxy will be
voted FOR Proposals 1, 2 and 3. MANAGEMENT RECOMMENDS A VOTE FOR THE ABOVE
MATTERS.
4. Discretionary Authority: To vote with discretionary authority with respect to
all other matters which may properly come before the Meeting.
The undersigned hereby revokes all proxies heretofore given and ratifies and
confirms all that the proxies appointed hereby, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue thereof. the
undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting and Proxy Statement, both dated August 30, 1995, and a copy of the
Company's Annual Report (Form 10-K) for the fiscal year ended December 31, 1994.
___________________________________
Signature Date
___________________________________
Signature, if held
jointly Date
Please sign exactly as name appears
on label. If shares are held by
joint tenants, all parties in the
joint tenancy must sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please indicate the capacity in
which signing. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
