MALLON RESOURCES CORPORATION
999 18th Street, Suite 1700
Denver, CO 80202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS __________ , 1996
To the Shareholders of MALLON RESOURCES CORPORATION:
As a shareholder of Mallon Resources Corporation, a Colorado
corporation (the "Company"), you are invited to be present in
person or to be represented by proxy at the Special Meeting of
Shareholders (the "Special Meeting"), to be held at the Petroleum
Club of Denver, 555 17th Street, Suite 3700, Denver, Colorado on
__________, __________, 1996 at 10:00 a.m., Denver time, for the
following purposes:
1. To consider and vote upon a proposal to authorize an
amendment to the Company's Restated Articles of Incorporation to
effect a reverse stock split that would result in the
reclassification of each four shares of Common Stock held into
one share and to authorize a reduction in the stated capital of
the Company.
2. To transact such other business as may be properly brought
before the Special Meeting and any adjournment thereof.
Shareholders of the Company of record at the close of business on
August __, 1996, are entitled to vote at the meeting and all
adjournments thereof.
ALL SHAREHOLDERS ARE URGED EITHER TO ATTEND THE MEETING OR TO BE
REPRESENTED BY PROXY. IF A QUORUM IS NOT PRESENT AT THE MEETING,
A VOTE FOR ADJOURNMENT WILL BE TAKEN AMONG THE SHAREHOLDERS
PRESENT OR REPRESENTED BY PROXY. IF A MAJORITY OF THE
SHAREHOLDERS PRESENT OR REPRESENTED BY PROXY VOTE FOR
ADJOURNMENT, IT IS THE COMPANY'S INTENTION TO ADJOURN THE MEETING
UNTIL A LATER DATE AND TO VOTE PROXIES RECEIVED AT SUCH ADJOURNED
MEETING(S).
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN
THE ENCLOSED BUSINESS REPLY ENVELOPE. If you later find that you
can be present or for any other reason desire to revoke your
proxy, you may do so at any time before the voting.
By order of the Board of Directors
CAROLENA F. CHAPMAN
CORPORATE SECRETARY
Denver, Colorado
August __, 1996
PROXY STATEMENT OF MALLON RESOURCES CORPORATION
999 18th Street, Suite 1700
Denver, Colorado 80202
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board of Directors")
of Mallon Resources Corporation (the "Company") of proxies to be
voted at the Special Meeting of Shareholders (the "Special
Meeting") to be held on __________, __________, 1996, at the
Petroleum Club of Denver, 555 17th Street, Suite 3700, Denver,
Colorado at 10:00 a.m., Denver time, and at any adjournment
thereof. Each holder of record at the close of business on
__________, 1996 (the "Record Date") of shares of the Company's
Common Stock, Par Value $.01 Per Share (the "Common Stock"), will
be entitled to one vote for each share so held. As of that date,
there were 8,333,222 shares of Common Stock issued and
outstanding. Also outstanding were 1,100,918 shares of the
Company's Series A Convertible Preferred Stock, $.01 par value
(the "Series A Preferred") which are convertible into and carry
the voting power of 1,113,173 shares of Common Stock and 400,000
shares of the Company's Series B Mandatorily Redeemable
Convertible Preferred Stock, $.01 par value (the "Series B
Preferred"), which carry no voting rights.
Shares represented by properly executed proxy cards received by
the Company at or prior to the Special Meeting will be voted
according to the instructions indicated on the proxy card.
Unless contrary instructions are given, the persons named on the
proxy card intend to vote the shares so represented for an
amendment to the Company's Restated Articles of Incorporation
(the "Articles of Incorporation") to effect a reverse stock split
that would result in the reclassification of each four shares
held of Common Stock into one share and to authorize a reduction
in the stated capital of the Company. As to any other business
that may properly come before the meeting, the persons named on
the proxy card will vote according to their judgment. The
enclosed proxy may be revoked prior to the meeting by written
notice to the Secretary of the Company at 999 18th Street,
Suite 1700, Denver, Colorado 80202, or by written or oral notice
to the Secretary at the Special Meeting at any time prior to
being voted. This Proxy Statement and the Proxy Card enclosed
herewith were first sent to Shareholders of the Company on or
about August __, 1996.
If a quorum is not present at the meeting, a vote for adjustment
will be taken among the shareholders present or represented by
proxy. A quorum consists of one-third of the outstanding shares
of Common Stock. If a majority of the shares of Common Stock
represented by shareholders present at the meeting or represented
by proxy vote for adjournment, it is the Company's intention to
adjourn the meeting until a later date and to vote proxies
received at such adjourned meeting(s).
Under the law of Colorado, the Company's state of incorporation,
"votes cast" at a meeting of shareholders by the holders of
shares entitled to vote are determinative of the outcome of the
matter subject to vote. Abstentions and broker non-votes will
not be considered "votes cast" based on the Company's
understanding of state law requirements. A "broker non-vote"
occurs if a broker or other nominee does not have discretionary
authority and has not received instructions with respect to a
particular item. Shareholders may not cumulate their votes.
PROPOSAL TO AMEND THE
ARTICLES OF INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT
AND TO AUTHORIZE A CHANGE IN STATED CAPITAL
The Board of Directors of the Company has approved a proposal
(the "Reverse-Split Proposal") authorizing, subject to
shareholder approval, an amendment to the Company's Articles of
Incorporation (the "Articles of Incorporation") to effect a
reverse stock split of the Company's outstanding shares of Common
Stock, by reclassifying each four outstanding shares of Common
Stock held ("Old Common Stock") into one share of new Common
Stock ("New Common Stock") and to authorize a reduction in the
stated capital of the Company. The Articles of Amendment
("Articles of Amendment") to effect the Reverse-Split Proposal is
in the form attached to this Proxy Statement as Appendix A.
Approval of the Reverse-Split Proposal by shareholders requires
the affirmative vote of a majority of the shares of Common Stock
voted on the issue.
GENERAL
The Company is presently authorized to issue up to 35,000,000
shares of capital stock, of which 25,000,000 shares are Common
Stock, $.01 Par Value and 10,000,000 are Preferred Stock, $.01
Par Value. Of the 10,000,000 shares of authorized Preferred
Stock, the Company has authorized 1,467,890 shares of Series A
Preferred and 500,000 shares of Series B Preferred.
PRINCIPAL EFFECTS OF REVERSE STOCK SPLIT
The principal effects of the Reverse-Split Proposal will be:
1. Based upon the 8,333,222 shares of Old Common Stock
outstanding as of August __, 1996, the adoption of the Reverse-
Split Proposal would decrease the outstanding shares of Common
Stock by approximately 75%, and thereafter approximately
2,083,305 shares of New Common Stock would be outstanding.
2. The Company is authorized under its Articles of Incorporation
to issue up to 25,000,000 shares of Common Stock. The Company is
not proposing to reduce the amount of its authorized Common
Stock. If the Reverse-Split Proposal is adopted, the New Common
Stock issued and outstanding will represent approximately 8.3% of
the Company's authorized Common Stock whereas the Old Common
Stock currently issued and outstanding represents approximately
33.3% of the authorized Common Stock. After giving effect to the
Reverse-Split Proposal, approximately 22,395,059 shares of Common
Stock (after giving effect to the issuance of 521,635 shares of
New Common Stock upon conversion of the Series A Preferred and
Series B Preferred) will be available for future issuance by the
Board of Directors without further action by the shareholders.
3. As of August _, 1996, there were outstanding options and
warrants to purchase an aggregate of 909,956 shares of Old Common
Stock. All of the outstanding options and warrants include
provisions for adjustments in the number of shares covered
thereby, and the exercise price thereof, in the event of a
reverse stock split. If the Reverse-Split Proposal is approved
and effected, there would be reserved for issuance upon exercise
of all outstanding options and warrants a total of approximately
227,489 shares of New Common Stock. Each of the outstanding
options and warrants would thereafter evidence the right to
purchase 25% of the shares of Common Stock previously covered
thereby, and the exercise price per share would be four times the
previous exercise price.
4. 1,113,918 shares of Old Common Stock are currently reserved
for issuance upon conversion of all outstanding Series A
Preferred Stock. If the Reverse-Split Proposal is approved and
effected, the conversion rate would be adjusted proportionately
so that the new conversion rate would be 25% of the present
conversion rate, and there would be reserved for issuance for
this purpose approximately 278,479 shares of New Common Stock.
5. 973,370 shares of Old Common Stock are currently reserved for
issuance upon conversion of 400,000 shares of the Company's
Series B Preferred. If the Reverse-Split Proposal is approved
and effected, the conversion rate would be adjusted
proportionately so that the new conversion rate would be 25% of
the present conversion rate, and there would be reserved for
issuance for this purpose 243,342 shares of New Common Stock.
Assuming the Reverse-Split Proposal is approved and implemented,
the Articles of Amendment amending the Articles of Incorporation
will be filed with the Secretary of State of Colorado as promptly
as practicable thereafter. The reverse stock split would become
effective as of the close of business on the date of such filing
(the "Effective Date").
REASONS FOR THE REVERSE-SPLIT PROPOSAL
The Company has filed a Registration Statement with the
Securities and Exchange Commission for an offering of shares of
Common Stock. The Company believes that the adoption of the
Reverse-Split Proposal would increase the acceptance of the stock
by the financial community and the investing public and,
accordingly, should enhance shareholder value. The adoption of
the Reverse-Split Proposal would decrease the number of shares
outstanding and presumably increase the per share market price
for the New Common Stock. Theoretically, the number of shares
outstanding should not, by itself, affect the marketability of
the stock, the type of investor who acquires it, or the Company's
reputation in the financial community, but in practice this is
not necessarily the case, as many investors look upon a stock
trading below $5.00 as unduly speculative in nature and, as a
matter of policy, avoid investment in such stocks. Moreover,
many leading brokerage firms are reluctant to recommend lower-
priced securities to their clients and a variety of brokerage
house policies and practices currently tend to discourage
individual brokers within firms from dealing in lower-priced
stocks. Some of those policies and practices pertain to the
payment of brokers' commissions and to time-consuming procedures
that function to make the handling of lower-priced stocks
unattractive to brokers from an economic standpoint. In
addition, the structure of trading commissions also tends to have
an adverse impact upon holders of lower-priced stocks because
the brokerage commission on a sale of lower-priced stocks
generally represents a higher percentage of the sales price than
the commission on a relatively higher-priced issue.
Although there can be no assurance that the price of the
Company's shares after the reverse split will actually increase
in an amount proportionate to the decrease in the number of
outstanding shares, the Reverse-Split Proposal is intended to
result in a price level for the New Common Stock that will
broaden investor interest and provide a market that will more
closely reflect the Company's underlying values.
As a growth oriented independent oil and gas exploration and
production, and mining company, the Company has extensively
relied on outside sources of funds, including the proceeds from
the sale of equity securities, to fund its capital expenditures
in the past. The Company expects to continue to rely on outside
sources of funds in the future, and believes that the Reverse-
Split Proposal may enhance the Company's ability to obtain such
capital on favorable terms.
EXCHANGE OF STOCK CERTIFICATES AND
ELIMINATION OF FRACTIONAL SHARE INTERESTS
As soon as practicable after the Effective Date, shareholders
will be notified and requested to surrender their Old Common
Stock certificates for new certificates representing the number
of shares of New Common Stock after the reverse stock split.
Until so surrendered, each current certificate representing
shares of Old Common Stock will be deemed for all corporate
purposes after such Effective Date to evidence ownership of New
Common Stock in the appropriately reduced number. Securities
Transfer Corporation, 16910 Dallas Parkway, Suite 1001, Dallas,
Texas 75248 will be appointed exchange agent (the "Exchange
Agent") to act for shareholders in effecting the exchange of
their certificates. In cases in which the Reverse-Split Proposal
results in any shareholder holding a fraction of a share, the
Company will pay the shareholder for such fractional interest on
the basis of the average closing market price on the Nasdaq
National Market System for the 10 trading days immediately
preceding the Effective Date. Because the price of the Common
Stock fluctuates, the amount to be paid for fractional shares
cannot be determined until such date and may be greater or lesser
than the price on the date that any shareholder executes his
proxy. In the unlikely event that the Revenue-Split Proposal
results in any shareholder owning only a fractional share (i.e.,
the shareholder owns less than four shares of old Common Stock)
the Company will round up the fractional share to one share.
There were approximately 750 shareholders of record of the
Company as of August _, 1996. The Reverse-Split Proposal, if
adopted, is not expected to cause a significant change in the
number of shareholders. The Company has no plans for the
cancellation or purchase of its shares from individuals holding a
nominal number of shares if the Reverse-Split Proposal is
adopted.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material federal income tax
consequences of the proposed reverse stock split. This summary
does not purport to be complete and does not address the tax
consequences to holders that are subject to special tax rules,
such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities,
nonresident alien individuals, broker-dealers and tax-exempt
entities. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations and proposed
regulations, court decisions and current administrative rulings
and pronouncements of the Internal Revenue Service ("IRS"), all
of which are subject to change, possibly with retroactive effect,
and assumes that the New Common Stock will be held as a "capital
asset" (generally, property held for investment) as defined in
the Code. Holders of Old Common Stock are advised to consult
their own tax advisers regarding the federal income tax
consequences of the proposed reverse stock split in light of
their personal circumstances and the consequences under state,
local and foreign tax laws.
1. The reverse split will qualify as a recapitalization
described in Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in
connection with the reverse split.
3. No gain or loss will be recognized by a shareholder who
exchanges all of his shares of Old Common Stock solely for shares
of New Common Stock.
4. The aggregate basis of the shares of New Common Stock to be
received in the reverse split (including any fractional share
deemed received) will be the same as the aggregate basis of the
shares of Old Common Stock surrendered in exchange therefor.
5. The holding period of the shares of New Common Stock to be
received in the reverse split (including any fractional share
deemed received) will include the holding period of the shares of
Old Common Stock surrendered in exchange therefor.
6. A holder of Common Stock receiving cash in lieu of a
fractional share will be treated as receiving the payment in
connection with a redemption of the fractional share, with the
tax consequences of the redemption determined under Section 302
of the Code. As such, a holder of Common Stock will generally
recognize gain or loss upon such payment equal to the difference,
if any, between such shareholder's basis in the fractional share
(as described in item 4, above) and the amount of cash received.
Such gain or loss will be capital gain or loss and will be long-
term capital gain or loss if the shareholder's holding period (as
described in item 5, above) exceeds one year. A holder of Common
Stock receiving cash in lieu of a fractional share may be subject
to dividend treatment on such payment if the redemption of the
fractional share is "essentially equivalent to a dividend" under
Section 302 of the Code. However, based on a published IRS
ruling, dividend treatment is unlikely if, taking into account
the constructive ownership rules set forth in Section 318 of the
Code, (a) the shareholder's relative stock interest in the
Company is minimal, (b) the shareholder exercises no control over
the Company's affairs and (c) there is a reduction in the
shareholder's proportionate interest in the Company.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED
TO CONSULT WITH HIS OWN TAX ADVISER WITH RESPECT TO THE TAX
CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT, INCLUDING THE
APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
Vote Required
Approval by shareholders of the proposed amendment to the
Company's Articles of Incorporation in the form set forth on
Appendix A hereto effecting the reverse split of the Common Stock
and the authorization of a reduction of stated capital requires
the affirmative vote of the holders of a majority of the
outstanding shares of the Company's Common Stock voting on the
transaction.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR THE REVERSE-SPLIT PROPOSAL.
Stock Ownership
The following table sets forth information concerning the
beneficial ownership of the Company's Common Stock as of August
__, 1996, by (i) each shareholder known by the Company to own of
record or beneficially more than 5% of the Company's outstanding
Common Stock; (ii) the Company's chief executive officer
(Mr. Mallon); (iii) each of the Company's Directors and nominees,
and (iv) all Directors and Officers as a group.
Name and Address (1) Number of Shares Percent Owned
George O. Mallon, Jr. 1,249,024 (2, 3) 15.4%
James A. McGowen 58,185 (3, 4) 0.7%
Kevin M. Fitzgerald 109,739 (3) 1.3%
Roy K. Ross 22,201 (3) 0.3%
Roger R. Mitchell 191,031 2.4%
Frank Douglass 31,703 0.4%
Francis J. Reinhardt, Jr. 110,566 (5) 1.4%
Larry Abrams 565,118 7.0%
Thomas B. McMillan, Jr. 465,859 (6) 5.8%
John Simmet Estate 597,660 (7) 7.4%
Bank of America NT&SA 1,113,173 (8) 12.1%
Robert J. Monroe 548,645 (9) 6.7%
All Officers and Directors
as a Group (8 persons) 1,781,876 (3) 21.6%
_____________________________
(1) The address of Messrs. Mallon, Fitzgerald, McGowen and Ross
is 999 18th Street, Suite 1700, Denver, Colorado 80202. The
address of Mr. Mitchell is 3421 Cottonwood Drive, Durham, North
Carolina 27707. The address of Mr. Douglass is 901 Main Street,
Suite 2800, Dallas, Texas 75202-3776. The address of Mr. Abrams
is 24 Park Central South, New York, New York 10019. The address
of Mr. McMillan is P.O. Box 809, Brewton, Alabama 36427. The
address of the John Simmet Estate is P.O. Box 9, Newport,
Minnesota 55055. The address of Mr. Monroe is 228 St. Charles
Avenue, New Orleans, Louisiana 70130. The address of Bank of
America NT&SA is 555 California Street, San Francisco, California
94104.
(2) Includes 8,666 shares owned by Mr. Mallon's wife. A trust
created for the benefit of Mr. Mallon's children owns shares that
are not included, as Mr. Mallon has no voting or other control
over the shares in the trust.
(3) Includes shares that could be acquired upon the exercise of
immediately exercisable stock options.
(4) A trust created for the benefit of Mr. McGowen's children
owns shares that are not included, as Mr. McGowen has no voting
or other control over the shares in the trust.
(5) Includes 12,175 shares of the Company's Series B Preferred,
which are currently convertible into 28,647 shares of Common
Stock. Does not include 20,000 shares owned by children for
which beneficial ownership is disclaimed.
(6) Includes 27,398 shares owned by Mr. McMillan's children.
(7) Includes 60,021 shares owned by Simcote Inc., and 240,000
shares held by Red Rock Ventures, Inc., both of which are owned
by the Simmet Estate.
(8) Consists of shares of Common Stock issuable to Bank of
America NT&SA upon the conversion of its 1,100,918 shares of
Series A Preferred, which are convertible at any time. The
"Percent Owned" calculation for Bank of America NT&SA assumes
that such a conversion is made; all other "Percent Owned"
calculations ignore the potential effect of the conversion of
Bank of America NT&SA's Series A Preferred Stock. Bank of
America NT&SA owns 100% of the outstanding shares of Series A
Preferred, which carry a voting power equal to 1,113,173 shares
of Common Stock and the right to elect one director.
(9) Consists of the following amounts: 17,000 shares owned
directly; 54,000 shares of Common Stock and 30,000 shares of
Series B Preferred convertible into 70,587 shares of Common Stock
owned by a foundation of which Mr. Monroe is president and a
director; 281,000 shares of Common Stock and 15,000 shares of
Series B Preferred convertible into 35,293 shares of Common Stock
owned by an estate of which Mr. Monroe is the executor; and
79,000 shares of Common Stock and 5,000 shares of Series B
Preferred convertible into 11,765 shares of Common Stock owned by
a company of which the estate is the sole shareholder. The
"Percent Owned" calculation for Mr. Monroe assumes that all
outstanding Series B Preferred has been converted; all other
"Percent Owned" calculations ignore the potential effect of the
conversion of the Series B Preferred.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be included in the Board of
Directors' solicitation of proxies for the 1997 Annual Meeting of
Shareholders must have been received by the Corporate Secretary
of the Company at 999 18th Street, Suite 1700, Denver, Colorado
80202, no later than __________, 199_.
GENERAL AND OTHER MATTERS
The Board of Directors knows of no matter, other than those
referred to in this Proxy Statement, which will be presented at
the Special Meeting. However, if any other matters are properly
brought before the meeting or any of its adjournments, the person
or persons voting the proxies will vote them in accordance with
their judgment on such matters.
The cost of preparing, assembling, and mailing this Proxy
Statement, the enclosed proxy card and the Notice of Special
Meeting will be paid by the Company. Additional solicitation by
mail, telephone, telegraph or personal solicitation may be done
by directors, officers, and regular employees of the Company.
Such persons will receive no additional compensation for such
services. Brokerage houses, banks and other nominees,
fiduciaries and custodians nominally holding shares of Common
Stock of record will be requested to forward proxy soliciting
material to the beneficial owners of such shares, and will be
reimbursed by the Company for their reasonable expenses.
You are urged to complete, sign, date and return your proxy
promptly. You may revoke your proxy at any time before it is
voted. If you attend the Special Meeting, as we hope you will,
you may vote your shares in person.
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
OF MALLON RESOURCES
FIRST: The name of the Corporation is Mallon Resources
Corporation.
SECOND: Immediately upon the effectiveness of this amendment to
the Corporation's Articles of Incorporation pursuant to the
Colorado Business Corporation Act (the "Effective Time"), each
four issued and outstanding shares of the Corporation's Common
Stock, Par Value $.01 Per Share ("Old Common Stock"), shall
automatically, without further action on the part of the
Corporation or any holder of such Old Common Stock, be
reclassified into one new share of the Corporation's Common
Stock, $.01 Par Value Per Share ("New Common Stock"), as
constituted following the Effective Time. The reclassification
of the Old Common Stock into New Common Stock will be deemed to
occur at the Effective Time, regardless of when the certificates
representing such Old Common Stock are physically surrendered to
the Corporation for exchange into certificates representing New
Common Stock. After the Effective Time, certificates
representing the Old Common Stock will, until such shares are
surrendered to the Corporation for exchange into New Common
Stock, represent the number and class of New Common Stock into
which such Old Common Stock shall have been converted pursuant to
this amendment.
In cases in which the conversion of the Old Common Stock into New
Common Stock results in any shareholder holding a fraction of a
share, the Company will pay the shareholder for such fractional
interest on the basis of the average closing market price on the
Nasdaq National Market System for the 10 trading days immediately
preceding the Effective Time.
THIRD: Following the Effective Time, the number of outstanding
shares of the Corporation will be reduced. This amendment
authorizes the officers of the Corporation to reduce the stated
capital of the Corporation to reflect the change in outstanding
shares of the Corporation.
FOURTH: At a meeting of shareholders held on ____________, 1996
the number of votes cast for the amendment by each voting group
entitled to vote separately on the amendment was sufficient for
approval by that voting group.
___________________________________________
Name: ____________________________________
Title: ____________________________________
PROXY
Special Meeting of Stockholders -- _______________, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints _____________ and ___________, or
either of them, proxies with full power of substitution to vote
for the undersigned all shares of the Common Stock of Mallon
Resources Corporation (the "Company") that the undersigned would
be entitled to vote if personally present at the special meeting
of shareholders to be held on _____________, 1996, at ______a.m.,
Denver, Colorado time and at any adjournment thereof.
(1) Proposal to authorize an amendment to the Company's Restated
Articles of Incorporation to effect a reverse stock split that
would result in the reclassification of each four shares of
Common Stock held into one share and to authorize a reduction in
the stated capital of the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please check box if you intend to be present at the meeting. [ ]
- - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - -
UNLESS CONTRARY INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOR OF ITEM 1.
The undersigned acknowledges receipt with this proxy of a copy of
the Notice of Special Meeting dated ___________________, 1996.
SIGNED: ___________________________ DATED: ________________
Your address if changed:___________________
SIGNED: ____________________________
Street Address
___________________________
City and State
___________________________
Zip Code
