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Section 240.14a-101 Schedule 14A.
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 [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REXENE CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE AND SPEAR, LEEDS & KELLOGG
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
.......................................................
[ ] 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:
.......................................................
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[WYSER-PRATTE AND SPEAR LEEDS LETTERHEADS]
April 25, 1997
REXENE AND HUNTSMAN ARE APPROACHING ACQUISITION NEGOTIATIONS.
VOTE THE ENCLOSED STRIPED GOLD PROXY CARD
TO POSTPONE THE APRIL 30 SPECIAL MEETING.
DEAR FELLOW REXENE SHAREHOLDER:
Based on the events of the past few days, we have decided to seek a postponement
of the April 30 Special Meeting of Rexene shareholders to May 22 in order to
facilitate the commencement of acquisition discussions between Rexene and
Huntsman Corporation. We also believe shareholders need more time to absorb what
has occurred during this past week and what may occur during the next few days.
TO MAKE AN INFORMED DECISION ABOUT REXENE'S FUTURE, SHAREHOLDERS FIRST NEED TO
KNOW THE OUTCOME OF THE HUNTSMAN NEGOTIATIONS.
We have asked Rexene management to agree to postpone the meeting. (Please review
the letter we sent to Rexene Chief Executive Officer Andrew Smith which is
printed on the back page.) Rexene management may refuse a postponement, and
therefore we ask that you vote on the enclosed STRIPED GOLD proxy card to
postpone the meeting.
WE NO LONGER SEEK TO ELECT OUR DIRECTOR CANDIDATES.
WE WANT YOU TO SUPPORT ONLY OUR PROPOSAL TO POSTPONE.
You should know that we have ceased to solicit for our slate of director
nominees and shareholder proposals. We are soliciting your support ONLY for the
postponement of the April 30 meeting. Any shareholder who wants the Company to
be acquired for $16 a share should vote to postpone the meeting, whether or not
you support the replacement of the existing Board. THE PROSPECT OF FACING A
SHAREHOLDER MEETING IN LATE MAY WILL KEEP MAXIMUM PRESSURE ON THE BOARD TO REACH
AN AGREEMENT WITH HUNTSMAN.
We do NOT plan to seek a vote on our director nominees or proposals on
Wednesday, April 30. In fact, we recommend that on the enclosed card you vote:
FOR the postponement of the meeting; to ABSTAIN on our shareholder proposals;
and to WITHHOLD on our director nominees.
IF REXENE AND HUNTSMAN COME TO TERMS IN THE NEXT MONTH, WE WILL HAVE NO NEED TO
PROCEED WITH OUR PROXY EFFORT TO REPLACE THE BOARD AND WE WILL SIMPLY WITHDRAW
OUR SOLICITATION.
If, however, the negotiations do not reach a successful conclusion and the Board
does not demonstrate a commitment to maximizing current shareholder value, we
intend to revive our campaign to replace the Board and to pass our shareholder
proposals on May 22. We sincerely hope that this will not be the case.
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TIME IS VERY SHORT. YOU MUST ACT TODAY!
Please vote to postpone the April 30 meeting using the enclosed STRIPED GOLD
proxy card and returning it in the envelope provided. Please do so today. If you
have questions on voting your shares or returning your card in time, please call
MacKenzie Partners, Inc. toll-free at (800) 322-2885.
Sincerely,
/s/ Guy P. Wyser-Pratte /s/ Fred Kambeitz
_______________________ _________________
GUY P. WYSER-PRATTE FRED KAMBEITZ
Wyser-Pratte & Co., Inc. Spear, Leeds & Kellogg
[WYSER-PRATTE AND SPEAR LEEDS LETTERHEADS]
April 25, 1997
Mr. Andrew J. Smith
Chairman and Chief Executive Officer
Rexene Corporation
5005 LBJ Freeway
Dallas, TX 75244
DEAR MR. SMITH:
We are pleased at the progress that has been made toward allowing Huntsman to
conduct due diligence, which Huntsman said would be completed in two weeks. In
order to facilitate negotiations to consummate Huntsman's offer to acquire
Rexene for $16 per share in a cash merger, we are willing to maintain the status
quo by agreeing with the Company to postpone the Special Meeting scheduled for
next week until May 22. If the Board does not agree to a postponement, we will
make a proposal at the beginning of the Special Meeting, and vote our proxies,
to adjourn the Meeting until that date. In addition, between now and April 30,
we will not solicit proxies to vote for our Director Replacement and By-Law
Proposals and will only solicit proxies to initiate and vote for proposals to
recess or adjourn the Special Meeting.
Given the prospect that acquisition negotiations will begin shortly, it would
clearly be a mistake to hold the Special Meeting next Wednesday, because
shareholders do not have the necessary information to vote intelligently on
either Wyser-Pratte/Spear, Leeds' or management's proposals at the Special
Meeting. Shareholders need time to see the Board's response to Huntsman's latest
offer and the results of due diligence and/or negotiations, as well as to
evaluate the performance of the Board in the Company's dealings with Huntsman
over the next month. If the negotiations end in an agreement to sell the
Company, there will be no need for a Special Meeting to replace the Board. If
the negotiations are unsuccessful, shareholders will be in a much better
position than on April 30 to decide whether the Board should be replaced.
Under these circumstances we also believe that shareholders should not have to
decide whether to tender their shares into the Issuer Tender Offer until the
outcome of the negotiations with Huntsman is clear. Therefore, we also call upon
the Company to extend the May 5 expiration and pro ration date, as well as to
set a price of $16 per share in the Offer.
Sincerely,
/s/ Guy P. Wyser-Pratte /s/Fred Kambeitz
_______________________ ________________
GUY P. WYSER-PRATTE FRED KAMBEITZ
Wyser-Pratte & Co., Inc. Spear, Leeds & Kellogg
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SOLICITATION OF PROXIES
IN CONNECTION WITH A
SPECIAL MEETING OF STOCKHOLDERS
OF
REXENE CORPORATION
----------
SUPPLEMENT TO
PROXY STATEMENT
OF
MR. GUY P. WYSER-PRATTE
WYSER-PRATTE & CO., INC.
63 WALL STREET
NEW YORK, NEW YORK 10005
(212) 495-5350
AND
SPEAR, LEEDS & KELLOGG
120 BROADWAY
NEW YORK, NEW YORK 10271
(212) 433-7000
----------
This Supplement to Proxy Statement (the "Supplement") and the
accompanying STRIPED GOLD proxy card are being furnished to holders of
outstanding common stock, par value $.01 per share (the "Common Stock"), of
Rexene Corporation, a Delaware corporation ("Rexene" or the "Company"), in
connection with the solicitation of proxies from holders of the Common Stock by
Guy P. Wyser-Pratte ("Wyser-Pratte"), Wyser-Pratte & Co., Inc. ("WPC"), and
Spear, Leeds & Kellogg ("Spear, Leeds," and together with Wyser-Pratte and WPC,
the "Soliciting Group") to be used at a special meeting of the Company's
stockholders, and any adjournments and postponements thereof (the "Special
Meeting") The Special Meeting will be held at the offices of The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 at 11:00 a.m.,
local time on Wednesday, April 30, 1997. This Supplement and the accompanying
STRIPED GOLD proxy card are first being sent to stockholders of the Company on
or about April 25, 1997.
REASONS FOR THE SUPPLEMENT
During the past week there have been significant developments affecting
the possible acquisition of the Company by Huntsman Corporation ("Huntsman"). In
its April 24 letter to Rexene, Huntsman renewed its offer to acquire Rexene for
$16 per share in an all-cash merger.
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There was also substantial progress toward satisfying Rexene's conditions for
allowing Huntsman to conduct acquisition due diligence, which Huntsman said it
could complete in two weeks. See "Recent Developments."
Given the prospect that acquisition negotiations will begin shortly, the
Soliciting Group believes it would be a clear mistake to hold the Special
Meeting next Wednesday, because shareholders do not have the necessary
information to vote intelligently on either the Soliciting Group's or
management's proposals at the Special Meeting. Shareholders need time to see the
response of the Company's Board of Directors (the "Board") to Huntsman's latest
statements and the results of due diligence and/or negotiations and to evaluate
the performance of the Board in the Company's dealings with Huntsman over the
next several weeks. If the negotiations end in an agreement to sell the Company,
there will be no need for a Special Meeting to replace the Board. If the
negotiations are unsuccessful, shareholders will be in a much better position
than on April 30 to decide whether the Board should be replaced.
Therefore, in an effort to facilitate the prompt commencement of
negotiations to consummate Huntsman's offer to acquire Rexene for $16 per share
in a cash merger, the Soliciting Group has proposed to the Company that the
Special Meeting be postponed to May 22. If the Board does not agree to a
postponement, the Soliciting Group will make a proposal at the beginning of the
Special Meeting, and vote its proxies, to adjourn the Special Meeting until that
date.
In addition, between now and the April 30 Special Meeting, the
Soliciting Group will not solicit proxies to vote on any of the proposals to be
made at the Special Meeting, except the proposal to adjourn the Special Meeting
until May 22. Shareholders are being provided with a STRIPED GOLD proxy card
that allows shareholders to authorize the proxies to initiate and vote for the
proposal to adjourn the Special Meeting until May 22. The Soliciting Group will
use proxies obtained on the STRIPED GOLD proxy card or the GOLD proxy card sent
to the Company's shareholders earlier only to initiate and vote for the proposal
to adjourn the Special Meeting until May 22 and other proposals to recess or
adjourn the Special Meeting. The prior GOLD proxy card also contained a general
authorization to initiate and vote for proposals to recess and adjourn the
Special Meeting along with voting instructions on the proposals to be made at
the Special Meeting.
Based on the developments relating to the Huntsman acquisition proposal,
the Soliciting Group also believes that shareholders should not have to decide
whether to tender their shares into the Issuer Tender Offer that is the first
part of the Company's Share Repurchase Program until the outcome of the
negotiations with Huntsman is clear. Therefore, it has called upon the Company
to extend the May 5 expiration and pro ration date, as well as to set a price of
$16 per share in the Issuer Tender Offer.
USE OF GOLD PROXY CARDS AND EFFECT OF EXECUTION AND
DELIVERY OF STRIPED GOLD PROXY CARDS
The adoption of the proposal to adjourn the Special Meeting until May 22
will require the affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote on the subject
matter. An abstention from voting on the adjournment proposal will have the
effect as a vote "against" such proposal. A broker nonvote will have no effect
on whether the adjournment proposal has been approved. While the
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authority of shareholders to initiate and approve a proposal to adjourn a
shareholders' meeting has not been conclusively resolved under Delaware law, the
Soliciting Group believes that shareholders have such power, based on statements
by leading Delaware commentators that the shareholders at a meeting have the
power to adjourn the meeting.
The Soliciting Group will not use proxies obtained on the GOLD proxy
cards to initiate and vote for the proposal to adjourn the Special Meeting until
May 22 under the following circumstances, provided that the Company follows the
same rule with respect to using proxies it obtains on its white Special Meeting
proxy cards to vote against such proposal: If a GOLD proxy card from a single
beneficial owner includes votes against the Soliciting Group's recommendation on
any of the proposals to be voted upon at the Special Meeting, the Soliciting
Group will not use such proxy to initiate and vote for the adjournment proposal.
If a GOLD proxy card from a bank or broker or other holder on behalf of multiple
beneficial owners contains votes against the Soliciting Group's recommendations
on any proposals to be voted upon at the Special Meeting, the Soliciting Group
will not use such proxy to initiate and vote for the adjournment proposal, to
the extent of the maximum number of votes against the Soliciting Group's
recommendations on such card.
RECENT DEVELOPMENTS
On April, 22, 1997 the Company issued the following press release:
Andrew J. Smith, Chairman and Chief Executive Officer of Rexene
Corporation (NYSE:RXN), announced today that he sent the following
letter to Jon M. Huntsman, Chairman and Chief Executive Officer of
Huntsman Corporation, in response to a phone call by Mr. Huntsman to one
of Rexene's financial advisors:
Rexene Corporation
5005 LBJ Freeway - Suite 500
Occidental Tower
Dallas, TX 75244
972-450-9000
April 22, 1997
Mr. Jon M. Huntsman
Chairman and Chief Executive Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Dear Jon:
I am responding to your telephone call to one of our financial
advisors on Friday, April 18, in which you reiterated your interest in
acquiring Rexene. You also said that you now need to conduct a due
diligence review of Rexene.
We are interested only in advancing the interests of Rexene's
owners and, therefore, we are committed to exploring all options to
maximize
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stockholder value. Accordingly, we will grant you the requested access
to our non-public information, provided that you sign the enclosed
standard form confidentiality/standstill agreement for public companies
and confirm in writing that you are interested in acquiring Rexene for
$16 per share in cash and you have arranged the necessary financing. The
enclosed agreement is the same agreement signed by every other potential
bidder who received non-public information about Rexene.
Once you have signed and returned the enclosed agreement and
furnished the written confirmation referred to above, we will coordinate
a mutually convenient time for you to commence your due diligence
review.
Very truly yours,
Andrew J. Smith
On April 24, 1997 Huntsman issued the following press release:
J. Kimo Esplin, Senior Vice President and CFO of Huntsman Corporation,
today sent the following letter to Andrew J. Smith, Chairman and CEO of
Rexene Corporation:
J. Kimo Esplin
Senior Vice President
Chief Financial Officer
April 24, 1997
Mr. Andrew J. Smith
Chairman and Chief Executive Officer
Rexene Corporation
5005 LBJ Freeway
Dallas, TX 75244
Dear Mr. Smith:
Huntsman Corporation proposes to acquire Rexene Corporation for
$16 per share in an all cash merger transaction. Our offer will not be
open indefinitely and is, in fact, our final offer.
After a thorough and desperate search for potential alternative
purchasers, Rexene's Board of Directors has failed to produce any offers
providing to shareholders the extraordinary premium offered by Huntsman.
Huntsman's financial position remains strong, and should not be
raised as a smoke screen to distract attention from the real issues at
hand. To unfairly cast doubt on our ability to finance this acquisition
is to once again create unnecessary roadblocks standing in the way of
increasing shareholder value. Since the time of our original offer,
Huntsman has completed several substantial
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acquisitions, including an approximately $600 million acquisition of
Texaco Chemical's PO/MTBE business in less than 90 days.
Other "interested parties" have not offered $16 per share, do not
have our strong financial and acquisition history in the chemical
industry, but were not required to provide financing letters such as you
have required from us in order to participate in due diligence.
Our company's excellent financial record notwithstanding and in
attempting to meet your lawyers' most unusual requirements made public
two days ago, I am enclosing financial letters from BT Securities
Corporation, Chase Securities Inc. and Donaldson, Lufkin & Jenrette
confirming our ability to finance the proposed transaction. Rexene's
shareholders should not be further misled by Rexene's management
regarding the matter. Additionally, with the hope of facilitating
meaningful discussion, Huntsman will sign the confidentiality agreement
sent by you yesterday subject to reasonable changes that are consistent
with our offer to your financial advisor, Ilan Kaufthal of Schrodeer
Wertheim.
We are prepared to begin our due diligence review immediately and
to complete such review within two weeks. Assuming such review is
satisfactory to Huntsman, we would be in a position to execute a merger
agreement that is not subject to financing or additional due diligence.
Any action such as Rexene's proposed issuance of preferred stock
would unnecessarily complicate the proposed transaction. I request that
Rexene not take any such action until we have completed our discussions.
Since July of last year, when Rexene's stock was trading at $9.25
per share, we have made several good faith attempts to negotiate and
complete a transaction, even while Rexene's earnings have been dropping
steadily. Notwithstanding both a precipitous drop in Rexene's earnings
and a several year projected downturn in the chemical industry, we have
maintained our purchase price at the very high level of $16 per share.
On March 19, Rexene announced that its Board of Directors would
not oppose a fully-financed offer to acquire Rexene at $16 per share
through a merger transaction, and that the directors would authorize
management to execute a merger agreement containing customary terms and
conditions.
Huntsman is prepared to complete such a transaction on
commercially reasonable and customary terms and conditions. We trust
that for the benefit of Rexene's shareholders, Rexene will not use
frivolous arguments and excuses to deny your shareholders the real value
of our genuine proposal.
Sincerely,
J. Kimo Esplin
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On April 25, 1997, the Company issued the following press release:
Andrew J. Smith, Chairman and Chief Executive Officer of Rexene
Corporation (NYSE:RXN), today sent the following letter to Jon Huntsman,
Chairman and Chief Executive Officer of Huntsman Corporation:
April 25, 1997
Mr. Jon Huntsman
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Dear Mr. Huntsman:
Thank you for your letter of April 24, 1997.
The letters furnished by your potential financing sources do not,
as you know, commit them to provide any funds for an acquisition of
Rexene. They all note, among other conditions and contingencies, their
need to complete a due diligence review of Rexene and the creation of a
satisfactory capital structure to effect the transaction.
Notwithstanding the foregoing, we are prepared to move forward
and provide you with due diligence. Due diligence can proceed as soon as
you sign and return the confidentiality agreement. We look forward to
receiving the confidentiality agreement and to discussing any
modifications that you believe are appropriate. Please do not hesitate
to call me or our counsel.
Very truly yours,
Andrew J. Smith
REVOCABILITY OF SIGNED PROXY
You may revoke your proxy at any time by executing and delivering a
written revocation to Wyser-Pratte at 63 Wall Street, New York, New York 10005
or the Company, at 5005 LBJ Freeway, Dallas, Texas 75244 (please send a copy of
any revocation sent to the Company to Wyser-Pratte, so that the Soliciting Group
is aware of the revocation). Such a revocation must clearly state that your
proxy is no longer effective. A proxy may also be revoked by notice given to the
Company in a meeting of the Company's stockholders. Any revocation of a proxy
will not effect any action taken pursuant to the proxy prior to such revocation.
GUY P. WYSER-PRATTE
SPEAR, LEEDS & KELLOGG
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APPENDIX 1
PROXY CARD
REXENE CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1997
THIS PROXY IS SOLICITED BY GUY P. WYSER-PRATTE, WYSER-PRATTE & CO., INC. AND
SPEAR, LEEDS & KELLOGG (THE "SOLICITING GROUP").
Each of the undersigned hereby constitutes and appoints Daniel H. Burch,
Stanley J. Kay, Jr., and Mark H. Harnett, and each of them, with full power of
substitution, the proxies of the undersigned to vote all of the outstanding
Common Stock, par value $.01 per share (the "Common Stock"), of Rexene
Corporation (the "Company") that the undersigned is entitled to vote if
personally present at the Special Meeting of Stockholders of the Company to be
held April 30, 1997 (the "Special Meeting"), or at any adjournment or
postponement of the Special Meeting, as follows on the following matters which
are described in the Proxy Statement (the "Proxy Statement") of the Soliciting
Group, dated April 4, 1997, and the Supplement to the Proxy Statement, dated
April 25, 1997, with all capitalized terms used herein without definition
having the meaning set forth in the Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED. IF NO MARKING IS MADE AS TO ANY PROPOSAL OR ALL
PROPOSALS, THIS PROXY WILL VOTED TO INITIATE AND APPROVE A PROPOSAL TO ADJOURN
THE SPECIAL MEETING UNTIL MAY 22, 1997 AND TO "ABSTAIN" WITH RESPECT TO EACH OF
PROPOSAL 1 AND PROPOSALS 3 THROUGH 7 AND TO "WITHHOLD AUTHORITY FOR ALL
NOMINEES" WITH RESPECT TO PROPOSAL 2. SUBJECT TO THE INSTRUCTIONS GIVEN BY THE
UNDERSIGNED REGARDING THE ADJOURNMENT OF THE SPECIAL MEETING UNTIL MAY 22, 1997,
THE ABOVE-NAMED PROXIES OF THE UNDERSIGNED ARE AUTHORIZED TO INITIATE AND VOTE
FOR PROPOSALS TO RECESS OR ADJOURN THE SPECIAL MEETING FOR ANY REASON, INCLUDING
TO ALLOW INSPECTORS TO CERTIFY THE OUTCOME OF THE SPECIAL MEETING PROPOSALS OR
TO ALLOW THE SOLICITATION OF ADDITIONAL VOTES, IF NECESSARY, TO APPROVE THE
SPECIAL MEETING PROPOSALS, AND TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT OR
POSTPONEMENT THEREOF. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY
STATEMENT AND THE SUPPLEMENT TO THE PROXY STATEMENT, DATED APRIL 25, 1997,
SOLICITING PROXIES FOR THE SPECIAL MEETING.
[Proxy Continued On Reverse]
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE PROVIDED
THE SOLICITING GROUP RECOMMENDS THAT YOU VOTE "FOR" THE INITIATION AND APPROVAL
OF A PROPOSAL TO ADJOURN THE SPECIAL MEETING UNTIL MAY 22, 1997 AND TO "ABSTAIN"
WITH RESPECT TO ITEM 1 AND ITEMS 3 THROUGH 7 AND TO "WITHHOLD AUTHORITY FOR ALL
NOMINEES" WITH RESPECT TO ITEM 2.
INITIATION AND APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL MEETING UNTIL MAY 22,
1997
[ ] FOR [ ] AGAINST [ ] ABSTAIN
1. DIRECTOR REMOVAL RESOLUTION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS RESOLUTION. Election of Jonathan R. Macey, Robert C.
Mauch, Lawrence C. McQuade and James S. Pasman, Jr. as directors whose terms
expire at the next Annual Meeting of Shareholders.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for the election of one or more
of the persons nominated by the Soliciting Group, mark FOR above and write
the name(s) of the person(s) with respect to whom you wish to withhold
authority to vote below:
-------------------------------------------------------------
3. PROPOSAL TO AMEND THE BY-LAWS TO FACILITATE DIRECTOR
REPLACEMENT PROPOSALS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO AMEND THE BY-LAWS TO SET A TIME LIMIT ON CERTAIN
DEFENSIVE ACTIONS UNLESS APPROVED BY SHAREHOLDERS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. PROPOSAL TO AMEND THE BY-LAWS TO ELECT NOT TO BE GOVERNED BY
THE BUSINESS COMBINATION STATUTE
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. OMNIBUS RESOLUTION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. STOCK REPURCHASE PROGRAM RESOLUTION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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ALL PREVIOUS PROXIES GIVEN BY THE UNDERSIGNED TO VOTE AT THE SPECIAL
MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF ARE HEREBY REVOKED.
Date , 1997
--------------------------------
Signature
---------------------------
Title
-------------------------------
Signature, if Held Jointly
----------
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as an attorney,
executor, administrator, trustee or
guardian, give full title as such.
If a corporation, sign in full
corporate name by President or other
authorized officer. If a
partnership, sign in partnership
name by authorized person.
