<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
[X] Definitive proxy statement Commission Only (as
[ ] Definitive additional materials permitted by Rule
[ ] Soliciting material pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
NEUROGEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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: N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies: N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11: N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: N/A
- --------------------------------------------------------------------------------
(5) Total fee paid: N/A
[ ] 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>
[LOGO]
NEUROGEN CORPORATION
April 29, 1997
To the Stockholders of Neurogen Corporation:
On behalf of the Board of Directors, I cordially invite you to attend the
1997 Annual Meeting of Stockholders of Neurogen Corporation. The Annual Meeting
will be held on Tuesday, June 3, 1997, at 10:00 a.m., local time, at the
Peninsula Hotel, 700 Fifth Avenue, New York, New York (the corner of 55th Street
and 5th Avenue).
A description of business to be conducted at the Annual Meeting is set
forth in the attached Notice of Annual Meeting and Proxy Statement. Also
enclosed is a copy of our 1996 Annual Report to Stockholders.
It is important that your views be represented whether or not you are able
to be present at the Annual Meeting. Please mark, sign, date and return the
enclosed proxy card promptly in the accompanying postage-paid envelope. By
returning the proxy, you can help the Company avoid the expense of duplicate
proxy solicitations and possibly having to reschedule the Annual Meeting if a
quorum of outstanding shares is not present or represented by proxy. If you
attend the Annual Meeting and wish to change your proxy vote, you may do so
simply by voting in person at the Annual Meeting.
Sincerely,
HARRY H. PENNER, JR.
President and Chief Executive Officer
<PAGE>
NEUROGEN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 3, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Neurogen
Corporation will be held on Tuesday, June 3, 1997, at 10:00 a.m., local time, at
the Peninsula Hotel, 700 Fifth Avenue, New York, New York, for the following
purposes:
1. To elect eleven directors to the Board of Directors, each to hold
office until the next Annual Meeting of Stockholders of the Company and until
such director's respective successor shall have been duly elected and qualified.
2. To approve the appointment by the Board of Directors of Ernst & Young
LLP as the independent auditors for the Company for the fiscal year ending
December 31, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
This Notice is accompanied by a form of proxy, a Proxy Statement and the
Company's 1996 Annual Report to Stockholders. The foregoing items of business
are more fully described in the Proxy Statement.
In accordance with the Company's By-laws, the close of business on April
15, 1997 has been fixed as the Record Date for the determination of the
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
By order of the Board of Directors,
JOHN F. TALLMAN
Secretary
Branford, Connecticut
April 29, 1997
IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN
PERSON EVEN IF YOU RETURNED A PROXY.
<PAGE>
NEUROGEN CORPORATION
PROXY STATEMENT
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Neurogen Corporation (the "Company" or "Neurogen") for use at the Annual Meeting
of Stockholders to be held on June 3, 1997, at 10:00 a.m., local time, or at any
adjournment thereof (the "Annual Meeting"). The Annual Meeting will be held at
the Peninsula Hotel, 700 Fifth Avenue, New York, New York. The purposes of the
Annual Meeting are set forth in the attached Notice of Annual Meeting of
Stockholders.
This Proxy Statement, the Notice of Annual Meeting of Stockholders, the
form of proxy and Neurogen's Annual Report to Stockholders are being mailed to
stockholders on or about May 15, 1997.
RECORD DATE AND SHARE OWNERSHIP
Stockholders of record on the Company's books at the close of business on
April 15, 1997 (the "Record Date") are entitled to vote at the Annual Meeting.
At the Record Date, 14,331,313 shares of the Company's Common Stock, par value
$.025 per share (the "Common Stock"), were issued and outstanding. For
information concerning stock ownership by certain stockholders, see "Principal
Stockholders".
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation prior to the voting of the proxy or a duly executed proxy
bearing a later date or by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of the Common Stock
held of record in his or her name on the Record Date on each matter submitted to
a vote at the Annual Meeting. Cumulative voting is not permitted with respect
to any proposal to be acted upon at the Annual Meeting.
If properly executed and received by the Company before the Annual Meeting,
any proxy representing shares of Common Stock entitled to be voted at the Annual
Meeting and specifying how it is to be voted will be voted accordingly. Any
such proxy, however, which fails to specify how it is to be voted on a proposal
for which a specification may be made will be voted on such proposal in
accordance with the recommendation of the Board of Directors. Abstentions are
counted in tabulations of the votes cast on proposals presented to stockholders,
but broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting,
excluding any shares owned by the Company, is necessary to constitute a quorum.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company expects to reimburse brokerage firms and other persons representing
beneficial owners of Common Stock for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may be solicited by certain of the
Company's directors, officers and regular employees, without additional
compensation, in person or by mail, telephone, facsimile or telegram.
Pursuant to Delaware law, the Board of Directors has appointed an inspector
to act at the Annual Meeting. The inspector shall carry out the duties imposed
pursuant to Section 231 of the Delaware General Corporation Law, including the
counting of votes.
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Eleven directors are to be elected to the Board of Directors at the Annual
Meeting. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the eleven nominees of the Board of Directors named below,
all of whom are presently directors of the Company and have served continuously
since the month and year indicated opposite each such director's name in the
following table, each to hold office for a term expiring at the next Annual
Meeting of Stockholders of the Company and until such director's successor shall
have been duly elected and qualified. In the event that any nominee of the
Company is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. It is not expected that any
nominee will be unable or will decline to serve as a director. In the event
that additional persons are nominated for election as directors, the proxy
holders intend to vote all proxies received by them in such a manner as will
assure the election of as many of the nominees listed below as possible, with
any required selection among such nominees to be determined by the proxy
holders. The eleven persons receiving the highest vote totals shall be elected
as directors of the Company.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED
BELOW:
<TABLE>
<CAPTION>
NAME OF NOMINEES AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ---------------- --- -------------------- --------------
<S> <C> <C> <C>
Barry M. Bloom, Ph.D. 68 Former Executive Vice President, Pfizer Inc December 1993
Robert N. Butler, M.D. 70 Brookdale Professor and Chairman of the July 1989
Department of Geriatrics and Adult
Development, Mount Sinai Medical Center
Frank C. Carlucci 66 Chairman of the Board, Neurogen Corporation; February 1989
Chairman, The Carlyle Group
Jeffrey J. Collinson 55 President, Collinson Howe Venture Partners, May 1989
Inc.
Robert M. Gardiner 74 Senior Advisor, Dean Witter Financial Services June 1989
Group Inc.
Richard D. Harrison 73 Honorary Chairman, Fleming Companies, Inc. July 1989
Mark Novitch, M.D. 64 Former Vice Chairman of the Board, The December 1993
Upjohn Company
Harry H. Penner, Jr. 51 President and Chief Executive Officer, December 1993
Neurogen Corporation
Robert H. Roth, Ph.D. 57 Professor of Psychiatry and Pharmacology, Yale December 1988
University; member of the Scientific Advisory
Board, Neurogen Corporation
John Simon 54 Managing Director, Allen & Company May 1989
Incorporated
John F. Tallman, Ph.D. 50 Executive Vice President, Secretary, July 1988
Scientific Director, and Chairman of the
Scientific Advisory Board, Neurogen Corporation
</TABLE>
2
<PAGE>
Dr. Roth receives a fee of $1,500 per month for his services as a director
and an additional $1,250 per month for service on the Company's Scientific
Advisory Board. Mr. Carlucci receives an annual fee of $50,000 for his services
as Chairman of the Board. Dr. Bloom receives an annual fee of $20,000 for
consulting services provided to the Company. Directors of the Company receive
out-of-pocket travel expenses in connection with their attendance at Board
meetings. Pursuant to the Neurogen Corporation 1993 Non-Employee Directors Stock
Option Program (the "Program"), every future non-employee director will receive
an option to acquire 20,000 shares of Common Stock at its then-current fair
market value upon such director's first election to the Board of Directors. The
current non-employee directors were granted such options on December 30, 1993
with an exercise price of $6.50, per share, the fair market value of the Common
Stock on that date. Under the Program, each non-employee director will be
granted an annual option to acquire 5,000 shares of Common Stock on each
anniversary of the initial grant, each with an exercise price equal to the fair
market value of the Common Stock on such anniversary. The current non-employee
directors were granted such options on December 30, 1994, December 29, 1995 and
December 31, 1996 with exercise prices of $6.50, $26.875 and $19.25,
respectively, the fair market value of the Common Stock on such dates. There is
no family relationship between any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer of
the Company.
Based solely on its review of the forms required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that have been
received by the Company, the Company believes that all filing requirements for
1996 applicable to its officers, directors and beneficial owners of greater than
ten percent of its Common Stock have been complied with, except for the
following: Robert N. Butler filed his Form 4-Statement of Changes in Beneficial
Ownership ("Form 4") for the month of April one day late; John F. Tallman,
Ph.D., filed his Form 4 for the month of January one day late; and John Simon
filed his Form 5 - Annual Statement of Beneficial Ownership of Securities for
1996 one week late.
Harry H. Penner, Jr., has been President, Chief Executive Officer and a
director of Neurogen since December 1993. Mr. Penner was employed by Novo
Nordisk A/S from 1981 to 1993, most recently serving as an Executive Vice
President of Novo Nordisk A/S and as President of Novo Nordisk of North America
Inc. Mr. Penner holds an L.L.M. in International Law from New York University
and a J.D. from Fordham University. Mr. Penner is a director of Anergen, Inc.
Frank C. Carlucci has served as a director and Chairman of the Board of
Neurogen since February 1989. Mr. Carlucci is principally employed as Chairman
of The Carlyle Group, a private merchant bank. Mr. Carlucci served as Secretary
of Defense of the United States from November 1987 through January 1989. Prior
to his appointment as Secretary of Defense, Mr. Carlucci was assistant to the
President of the United States for National Security Affairs. Mr. Carlucci had
been Chairman and Chief Executive Officer of Sears World Trade Inc. from 1984 to
1986, after having served as President and Chief Operating Officer since 1983.
Mr. Carlucci is also a director of Ashland Oil, Inc., BDM International, Inc.,
General Dynamics Corporation, Kaman Corporation, Northern Telecom Limited, The
Quaker Oats Company, Sun Resorts, Pharmacia and Upjohn Inc., Texas Biotech Inc.
and Westinghouse Electric Corporation.
Barry M. Bloom, Ph.D., has served as a director of Neurogen since December
1993. Dr. Bloom retired in 1993 from Pfizer where he had been Executive Vice
President, Research and Development and a member of the board of directors. Dr.
Bloom is a director of Southern New England Telecommunications Company, Vertex
Pharmaceuticals, Inc., Incyte Pharmaceuticals, Inc. and Cubist Pharmaceuticals,
Inc.
Robert N. Butler, M.D., has served as a director of Neurogen since July
1989. Dr. Butler has served as the Brookdale Professor and Chairman of the
Department of Geriatrics and Adult Development at Mount Sinai Medical Center
since 1982. From 1976 until 1982, Dr. Butler was the founding director of the
National Institute of Aging of the National Institutes of Health. Dr. Butler won
the 1976 Pulitzer Prize for his book, Why Survive? Being Old in America. He is
the editor-in-chief of Geriatrics, a journal for primary care physicians, and
serves on the editorial board of several other professional publications. Dr.
Butler is a member of the Institute of Medicine of the National Academy of
Sciences, a founding Fellow of the American Geriatrics Society and a Director of
the International Longevity Center - USA. He has served as a consultant to the
United States Special
3
<PAGE>
Committee on Aging, the National Institute of Mental Health, the Commonwealth
Fund, the Brookdale Foundation and numerous other foundations.
Jeffrey J. Collinson has served as a director of Neurogen since May 1989.
Mr. Collinson has served as President of Collinson Howe Venture Partners Inc., a
venture capital firm, since 1990 and was President of Schroder Venture Managers,
Inc., a venture capital firm, from 1981 to 1990. Mr. Collinson is chairman of
the board of Incyte Pharmaceuticals, Inc. and is a director of Intensiva
HealthCare Corporation.
Robert M. Gardiner has served as a director of Neurogen since June 1989.
Mr. Gardiner is currently a Senior Advisor to Dean Witter, Discover & Co.,
having retired as Chairman and Chief Executive Officer of Dean Witter Financial
Services Group Inc. in August 1986. Prior to becoming Chairman and Chief
Executive Officer in 1982, Mr. Gardiner served as President of Dean Witter
Reynolds Inc., the predecessor of Dean Witter Financial Services Group Inc. Mr.
Gardiner has served as Chairman and President of the National Association of
Securities Dealers, Inc., as Chairman of the Securities Industry Association and
of its governing council, as Chairman of the National Securities Processing
Committee and as Vice Chairman of the New York Stock Exchange, Inc. He is also a
former governor or officer of the Association of Stock Exchange Firms, the
Investment Bankers Association of America, the National Clearing Corporation,
the Central Market System Advisory Committee of the Securities and Exchange
Commission, and the Securities Industry Association. He is a director of Dean
Witter, Discover & Co.
Richard D. Harrison has served as a director of Neurogen since July 1989.
Mr. Harrison has been Honorary Chairman of the Board of Fleming Companies, Inc.,
a food distribution company, since April 1989. Prior to that date, he served as
Chairman of the Board and Chief Executive Officer since 1981 and President and
Chief Executive Officer since 1964.
Mark Novitch, M.D., has served as a director of Neurogen since December
1993. Dr. Novitch was appointed Professor of Health Care Sciences at The George
Washington University in 1994. He worked in senior executive positions at The
Upjohn Company from 1985 until his retirement as Vice Chairman of the Board in
1993. Dr. Novitch served at the United States Food and Drug Administration as
Deputy Commissioner and as Acting Commissioner from 1983-1984. Dr. Novitch is a
director of Alteon, Inc., Calpute Biomedical, Inc. and Guidant Corporation.
Robert H. Roth, Ph.D., has served as a director of Neurogen since December
1988 and as a member of the Company's Scientific Advisory Board since July 1988.
Dr. Roth has been a Professor of Psychiatry and Pharmacology at Yale University
since 1974. Dr. Roth has a Ph.D. in Pharmacology from Yale University.
John Simon has served as a director of Neurogen since May 1989. Mr. Simon
is a Managing Director of the investment banking firm of Allen & Company
Incorporated. Mr. Simon is a director of Lunn Industries, Inc., T Cell
Sciences, Inc., Immune Response Corporation and Batteries Batteries Inc.
John F. Tallman, Ph.D., has been Executive Vice President, Scientific
Director, Chairman of the Scientific Advisory Board and a director of Neurogen
since July 1988. Dr. Tallman has served as Secretary of the Company since August
1994. Prior to joining Neurogen, Dr. Tallman was an Associate Professor of
Psychiatry and Pharmacology at Yale University and currently serves as an
Adjunct Professor in such departments. Dr. Tallman had previously served in
research director positions at the National Institute of Mental Health in
Bethesda, Maryland. Dr. Tallman received his Ph.D. in Biology from Georgetown
University.
4
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four meetings during the fiscal
year ended December 31, 1996. The Board of Directors has an Audit Committee, a
Compensation Committee and a Finance Committee. During the fiscal year ended
December 31, 1996, the Company did not have a nominating committee or a
committee performing the functions of a nominating committee. Mr. Harrison did
not attend any of the meetings of the Board of Directors or the Compensation
Committee held in 1996.
The Audit Committee, which consists of Messrs. Carlucci, Novitch and Simon,
held two meetings in the last fiscal year. The Audit Committee recommends
appointment of the Company's independent auditors and is primarily responsible
for approving the services performed by the Company's independent auditors and
for reviewing and evaluating the Company's accounting principles and its system
of internal accounting controls.
The Compensation Committee, which consists of Messrs. Gardiner, Carlucci,
Harrison and Collinson, held one meeting during the last fiscal year. The
Compensation Committee reviews and makes recommendations to the Board concerning
the Company's executive and employee compensation and stock option policy,
reviews benefit programs and determines salaries for the executive officers of
the Company.
The Finance Committee, which consists of Messrs. Gardiner, Collinson, Bloom
and Simon, did not hold any meetings in the last fiscal year. The Finance
Committee reviews and makes recommendations to the Board concerning major
finance issues, considers possible finance ventures with third parties and
monitors the Company's existing financial condition.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pfizer Inc ("Pfizer"), a beneficial owner of more than five percent of the
Common Stock, paid $9.4 million in research funding and made certain
reimbursements to the Company in the last fiscal year pursuant to the terms of
various collaborative agreements between Pfizer and the Company which govern
their research and development collaborations with respect to anxiolytics,
hypnotics and cognition enhancers which act through the GABA family of receptors
and with respect to drugs for the treatment of eating disorders. These amounts
constituted payments in excess of five percent of Neurogen's consolidated gross
revenues for the last fiscal year. Neurogen expects to receive amounts in excess
of five percent of its consolidated gross revenues from Pfizer in fiscal year
1997. In connection with these collaborations with Pfizer, the Company has
granted Pfizer registration rights with respect to shares of the Company's
Common Stock purchased in connection with the collaborations as well as the
right to maintain its level of investment in the Company in future public
offerings of Common Stock.
In 1995, the Company made unsecured, non-interest bearing loans to Harry H.
Penner, Jr., its President and Chief Executive Officer, and to John F. Tallman,
its Executive Vice President and Scientific Director, of $200,000 and $150,000,
respectively. In 1994, the Company made an unsecured, non-interest bearing loan
to Alan J. Hutchison, its Vice President - Drug Discovery, of $150,000. The
largest aggregate amount of indebtedness outstanding at any time during 1996
with respect to each of Mr. Penner, Dr. Tallman and Dr. Hutchison was $200,000,
$150,000 and $128,571, respectively. See "Executive Officers - Summary
Compensation Table" below for information regarding forgiveness of indebtedness
and forgiveness of interest on indebtedness.
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 1, 1997, certain information
with respect to the beneficial ownership of Common Stock by each person known by
Neurogen to own beneficially more than five percent of its outstanding Common
Stock, by each director and officer of Neurogen and by all directors and
officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND APPROXIMATE
NAME AND ADDRESS NATURE OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP(1) OWNED(2)
------------------- -------------------- -----------
<S> <C> <C>
Pfizer Inc....................... 2,846,000 20.8%
235 East 42nd Street
New York, NY 10017
Biotechnology Value Fund......... 831,006 5.8%
One Sansone Street
San Francisco, CA 94104
Harry Penner, Jr. (3)............ 190,499 1.3%
John F. Tallman, Ph.D. (4)....... 199,211 1.4%
Alan J. Hutchison, Ph.D. (5)..... 46,000 *
Stephen R. Davis (6)............. 18,920 *
Barry M. Bloom, Ph.D. (7)........ 28,089 *
Robert N. Butler, M.D. (8)....... 9,297 *
Frank C. Carlucci (7)(9)......... 136,414 1.0%
Jeffrey J. Collinson (7)(10)..... 60,961 *
Robert M. Gardiner (11).......... 62,089 *
Richard D. Harrison (12)......... 24,089 *
Mark Novitch, M.D. (7)........... 31,089 *
Robert H. Roth, Ph.D. (13)....... 73,289 *
John Simon (7)(14)............... 60,593 *
All directors and officers
as a group (13 persons) (15).. 940,540 6.4%
</TABLE>
_______________
* Less than one percent (1%).
(1) Share ownership in each case includes shares issuable upon exercise of
outstanding common stock options exercisable within 60 days of March 1,
1997.
(2) Percentage of the outstanding shares of Common Stock, treating as
outstanding for each beneficial owner all shares of Common Stock which such
beneficial owner has indicated are issuable under stock options exercisable
within 60 days of March 1, 1997.
(3) Includes 182,000 shares of Common Stock that Harry H. Penner, Jr. has the
right to acquire under stock options exercisable within 60 days of March 1,
1997.
(4) Includes 51,000 shares of Common Stock that John F. Tallman, Ph.D. has the
right to acquire under stock options exercisable within 60 days of March 1,
1997. Does not include 2,000 shares of Common Stock owned by Kathleen
Person, Dr. Tallman's spouse. Kathleen Person and Dr. Tallman disclaim
beneficial ownership of each other's shares.
(5) Includes 46,000 shares of Common Stock that Alan J. Hutchison, Ph.D., has
the right to acquire under stock options exercisable within 60 days of March
1, 1997.
(6) Includes 18,750 shares of Common Stock that Stephen R. Davis has the right
to acquire under stock options exercisable within 60 days of March 1, 1997.
6
<PAGE>
(7) Includes 27,089 shares of Common Stock subject to stock options exercisable
within 60 days of March 1, 1997.
(8) Includes 9,297 shares of Common Stock subject to stock options exercisable
by Robert N. Butler, M.D., within 60 days of March 1, 1997.
(9) Does not include 40,000 shares of Common Stock owned by Mr. Carlucci's wife.
Mr. Carlucci and his wife disclaim beneficial ownership of each other's
shares.
(10) Includes 23,500 shares of Common Stock held by Schroder's Incorporated, for
which Mr. Collinson acts as attorney-in-fact and shares investment and
voting power, 880 shares held by a corporation which Mr. Collinson controls
and 944 shares of Common Stock held by a child of Mr. Collinson. Mr.
Collinson disclaims beneficial ownership of these shares.
(11) Includes 7,089 shares of Common Stock subject to Stock option exercisable
by Robert M. Gardiner within 60 days of March 1, 1997.
(12) Includes 19,089 shares of Common Stock subject to stock options exercisable
by Richard D. Harrison within 60 days of March 1, 1997.
(13) Includes 36,289 shares of Common Stock subject to stock options exercisable
by Robert H. Roth, Ph.D. within 60 days of March 1, 1997.
(14) Does not include shares of Common Stock held by Allen & Company
Incorporated and by persons and entities which may be deemed to be
affiliated with Allen & Company Incorporated, of which shares Mr. Simon
disclaims beneficial ownership.
(15) Includes 504,959 shares of Common Stock subject to stock options
exercisable within 60 days of March 1, 1997.
7
<PAGE>
EXECUTIVE OFFICERS
In addition to Mr. Penner and Dr. Tallman (See "Election of Directors"),
the other executive officers of the Company who are elected by and serve at the
discretion of the Board of Directors, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION OFFICER SINCE
---- --- -------- -------------
<S> <C> <C> <C>
Alan J. Hutchison.............. 43 Vice President-Drug Discovery June 1994
Stephen R. Davis............... 36 Vice President-Finance, July 1994
Chief Financial Officer and
Treasurer
</TABLE>
Alan J. Hutchison, Ph.D., has been Vice President--Drug Discovery since
1992 and a member of Neurogen's Scientific Advisory Board since 1989. Dr.
Hutchison joined Neurogen in 1989 as Director of Chemistry. From 1981 through
1989, Dr. Hutchison was employed by Ciba Giegy, most recently as a Distinguished
Research Fellow. Dr. Hutchison received his B.S. in Chemistry from Stevens
Institute of Technology and received his Ph.D. from Harvard University.
Stephen R. Davis has been Vice President--Finance, Chief Financial Officer
and Treasurer of Neurogen since July 1994. From 1990 through June 1994, Mr.
Davis was employed by Milbank, Tweed, Hadley & McCloy as a corporate and
securities attorney. Previously, Mr. Davis practiced as a Certified Public
Accountant with Arthur Andersen & Co. Mr. Davis received his B.S. in Accounting
from Southern Nazarene University and a J.D. degree from Vanderbilt University.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT:/1/
The Compensation Committee of the Board of Directors consists entirely of
outside directors and is responsible for setting and administering the policies
which govern both annual compensation and stock ownership programs of the
Company. The Compensation Committee evaluates the performance of management and
determines the compensation of Mr. Penner and the other executive officers of
the Company on an annual basis. The Committee has developed and implemented
policies and programs that seek to retain and motivate executive officers in
furtherance of the Company's goal of increasing shareholder value. These
policies include the following objectives:
. Providing base salaries that take into consideration executive
compensation paid by other biopharmaceutical companies of similar
complexity and financial condition. This objective also takes into
account the competitive demand for quality personnel in the
pharmaceutical and biotechnology industries, individual experience and
specific issues particular to the Company.
. Providing periodic bonus awards for completion of significant
achievements or attainment of significant objectives.
. Providing equity participation in the form of stock option grants for
the purpose of aligning executive officers' longer term interests with
those of the shareholders.
- ----------
/1/ This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act, whether made before or after the date hereof and irrespective
of any general incorporation language in any such filing.
8
<PAGE>
In the biopharmaceutical industry, traditional measures of corporate
performance, such as earnings per share or sales growth, may not readily apply
in reviewing performance of executives. Rather, at the Company's current stage
of development, in determining the compensation of the Company's executives the
Compensation Committee looks to other measures of performance, such as the
progress of the Company's research and development programs and corporate
development activities, the establishment and maintenance of strategic corporate
alliances and the Company's success in securing capital sufficient to assist the
Company in advancing and expanding its product development, including the
funding of clinical trials. The Compensation Committee believes that
outstanding performance in these areas will contribute to the long-term success
of the Company and the growth of shareholder value. The Committee specifically
considers the achievement of milestones related to expansion of the Company's
portfolio of drug development programs and the progress of drug development in
each such program. In addition, the Committee considers the extent to which the
Company's shares have changed in value. However, the Compensation Committee
recognizes that, in the short-term, the market price of the Company's shares may
be affected by industry events and market conditions which are transient in
nature and beyond the control of management. This is especially true in the
biotechnology industry, which is characterized by long product lead times, the
inherently unpredictable nature of drug development, highly volatile stock
prices and fluctuating availability of capital. Accordingly, the Compensation
Committee attempts to retain and appropriately motivate the Company's executives
by balancing the consideration of shorter-term strategic goals with objectives
which are essential in creating longer-term shareholder value.
In many instances the qualitative factors by which the Compensation
Committee judges corporate performance necessarily involve a subjective
assessment by the Committee of management's performance. Moreover, the
Committee does not base its considerations on any single performance factor nor
does it specifically assign relative weights to factors, but rather considers a
mix of factors and evaluates Company and individual performance against that
mix.
Compensation paid by the Company to its executive officers is designed to
be competitive with compensation packages paid to the management of other
companies of comparable complexity and financial condition in the
biopharmaceutical industry. Toward that end, the Compensation Committee may
review both independent survey data as well as data gathered internally. Total
compensation for the Company's executive officers includes a base salary
component and may also include other forms of incentives. Incentive
compensation may consist of cash incentive bonuses based on satisfying corporate
goals established for the year as well as on meeting individual performance
objectives. In addition, executive officers of the Company may receive
incentive compensation under the Neurogen Corporation 1993 Omnibus Incentive
Plan (the "Incentive Plan") such as grants of options to purchase shares of the
Company's Common Stock, with exercise prices typically set at fair market value
on the date of grant. Executive compensation may also include loans, which are
typically forgiven over a period of five to seven years, provided the recipient
remains employed by the Company during such period.
Executive officers are eligible for stock option grants as an element of
their total annual compensation package. This component is intended to retain
and motivate executive officers to improve long-term stock performance. Options
are awarded at the discretion of the Compensation Committee. In 1996, all four
of the Company's executive officers received options under the Incentive Plan.
These options are exercisable at the fair market value of the underlying Common
Stock on the date of grant. Generally, option grants vest in equal amounts over
five years and have a ten year term. As with cash bonuses, the number of
options to be granted to each executive officer is based on the degree of
attainment of predetermined Company and personal objectives, with emphasis, in
certain cases, on those which have long-term strategic value. The Company
generally grants stock options to all employees and uses stock options as a
bonus vehicle. The Compensation Committee administers the Incentive Plan.
During the fiscal years ended December 31, 1995 and December 31, 1996, the
Company made significant progress in several areas and met or exceeded most of
its performance goals. The Compensation Committee considered the following
achievements in fiscal 1995 in establishing the base salaries of the executive
officers for fiscal year 1996 and in awarding incentive compensation based on
the Company's performance in 1995: advancement of the Company's drug programs,
9
<PAGE>
including, the filing of an Investigational New Drug application (IND) with
respect to the Company's lead anti-obesity compound and the completion of a
Phase I situational anxiety trial of the Company's lead anti-anxiety drug
candidate; the completion of a public offering of Common Stock resulting in net
proceeds to the Company of approximately $43.3 million; the consummation of a
collaboration with Schering-Plough Corporation with respect to the Company's
anti-psychotic program; the consummation of a third collaboration with Pfizer
with respect to the Company's obesity program; the extension through 1996 of the
research program with Pfizer; the continued development of the Company's
combinatorial chemistry program; the growth of the Company's investor base; and
the continued development of the Company's strategic focus and human resources.
The Compensation Committee considered the following developments in 1996 in
establishing the base salaries of the executive officers for fiscal year 1997
and in awarding incentive compensation based on the Company's performance in
1996: the establishment and integration of Neurogen's AIDD program for drug
discovery, which includes the Company's combinatorial chemistry, high-throughput
screening, informatics and robotics programs; the application of the AIDD
program to expand the Company's portfolio of drug development programs, such as
the discovery of drug candidates which work through the neurotransmitter systems
corticotrophin releasing factor and galanin; the commencement and progress of
human clinical trials for the Company's lead anti-obesity drug; the discovery
and advancement of additional drug candidates in the Company's collaborative
programs for drugs to treat anxiety, schizophrenia, sleep disorders and
cognition enhancement; the $10.5 million extension through December 1998 of the
research programs with Pfizer with respect to GABA-based drugs to treat anxiety,
sleep disorders and cognition impairment; and the consummation of an agreement
to license to American Home Products, working through its Wyeth-Ayerst
Laboratories division, Neurogen's rights to its anti-epilepsy drug, ADCI. The
Compensation Committee believes that the commitment and leadership of the
Company's executive officers were important factors in the Company's
achievements in fiscal 1996.
In December 1996, the Compensation Committee met to review the Company's
performance and the performance of the Company's executive officers during
fiscal 1996, to determine cash incentive bonuses and stock option grants to such
executive officers and to set base salary levels for fiscal 1997. Mr. Penner is
not present during the Compensation Committee's discussion and determination of
his compensation. In recognition of the achievement of Company and individual
performance criteria outlined above, the Compensation Committee approved
increases in the base salaries of, and awarded cash incentive bonuses and stock
options to, all the executive officers including Mr. Penner whose compensation
is further described below.
CEO Compensation - In evaluating the compensation of Harry H. Penner, Jr.,
the Committee considered the significant role Mr. Penner played in each of the
above noted accomplishments. In December 1996, the Compensation Committee
raised Mr. Penner's base salary from $309,000 to $340,000, effective December 1,
1996, and awarded Mr. Penner a cash bonus of $122,000 or 39 percent of his base
salary. As additional recognition of Mr. Penner's efforts in 1996, and in
furtherance of the Committee's belief that a substantial portion of Mr. Penner's
total compensation should be dependent on the long-term appreciation of the
Company's stock price, in December the Committee granted Mr. Penner an option to
purchase 80,000 shares of Neurogen Common Stock pursuant to the Incentive Plan.
Mr. Penner's salary increase and awards reflect the Compensation Committee's
assessment of his very favorable performance and his contribution to the
Company's achievement of significant milestones.
By the Compensation Committee: Robert M. Gardiner, Frank C. Carlucci,
Richard D. Harrison and Jeffrey J. Collinson.
10
<PAGE>
For the three years ended December 31, 1996, 1995, and 1994, the Company
paid the amounts shown in the following table with respect to each of the
executive officers of the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------------------------------------- ------------------------
Securities All Other
Other Annual Underlying Compen-
NAME AND PRINCIPAL Year Salary Bonus Compensation Options(a) sation
POSITION ($) ($) ($) (#) ($)
- ------------------ ---- ------- ----- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Harry H. Penner, Jr. 1996 311,583 122,000 41,605(b) 80,000 9,586(c)
President and Chief 1995 295,250 147,000 118,898(d) 100,000 7,704(c)
Executive Officer 1994 281,333 70,000 - 80,000 5,616(c)
John F. Tallman 1996 201,250 70,000 31,205(e) 60,000 5,772(c)
Executive Vice-President, 1995 190,833 95,000 6,529(f) 75,000 3,811(c)
Scientific Director and 1994 174,646 43,000 - 60,000 6,833(c)
Secretary
Alan J. Hutchison 1996 180,000 40,000 47,387(g) 40,000 3,029(c)
Vice President-Drug Discovery 1995 170,000 60,000 55,710(h) 50,000 782(i)
1994 155,450 23,000 4,627(f) 40,000 836(i)
Stephen R. Davis 1996 156,000 39,000 6,222(j) 25,000 3,796(i)
Vice President-Finance, 1995 148,630 50,000 28,687(k) 31,250 414(i)
Chief Financial Officer, 1994 66,458(l) 7,500 770(f) 62,500 185(i)
Treasurer
- ------------------
</TABLE>
(a) References to SARs in the Summary Compensation Table and all other tables in
this Proxy Statement have been omitted, since the Company has never issued
SARs, although under the Neurogen Corporation 1993 Omnibus Incentive Plan it
has the ability to do so.
(b) Includes $28,571 of forgiveness of loan, forgiveness of interest of $7,097
on loan and income tax reimbursements of $5,937.
(c) Includes premiums for life insurance, and matching contribution received
from participation in the Company's 401(k) plan.
(d) Includes forgiveness of interest of $4,740 on loan, relocation expenses of
$60,000 and income tax reimbursement of $54,158. While Mr. Penner commenced
employment with the Company in December 1993, his relocation expenses and
related income tax reimbursements were not paid until 1995.
(e) Includes $21,429 of forgiveness of loan, forgiveness of interest of $5,323
on loan and income tax reimbursements of $4,453.
(f) Includes forgiveness of interest on loan and income tax reimbursements.
(g) Includes forgiveness of loan of $21,429, forgiveness of interest of $4,373
of loan and income tax reimbursement of $21,585.
(h) Includes $21,429 of forgiveness of loan, forgiveness of interest of $8,905
on loan and income tax reimbursements of $25,376.
(i) Includes premiums for life insurance.
(j) Includes forgiveness of loan of $5,000, forgiveness of interest of $665 of
loan and income tax reimbursements of $557.
(k) Includes $5,000 of forgiveness of loan, forgiveness of interest of $2,290 on
loan, relocation expenses of $9,760 and income tax reimbursements of
$11,637. While Mr. Davis commenced employment with the Company in July 1994
his relocation expenses and related income tax reimbursements were not paid
until 1995.
(l) Mr. Davis was employed as Vice President-Finance and Chief Financial Officer
of the Company commencing July 18, 1994.
11
<PAGE>
For the year ended December 31, 1996, the following tables summarize
incentive compensation paid to executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS EXERCISE VALUE AT ASSUMED
UNDERLYING GRANTED TO OR BASE ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE FOR OPTION TERM
---- ---------- -------------- --------- ---------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
5%($) 10%($)
-------- ----------
Harry H. Penner, Jr. 80,000 13% 18.375 12/3/06 $924,475 $2,342,801
John F. Tallman 60,000 10% 18.375 12/3/06 693,356 1,757,101
Alan J. Hutchison 40,000 6% 19.25 12/31/06 484,249 1,227,182
Stephen R. Davis 25,000 4% 19.25 12/31/06 302,656 766,989
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
ACQUIRED VALUE OPTIONS AT THE-MONEY OPTIONS AT
ON REALIZED FISCAL YEAR-END FISCAL YEAR-END($)(B)
NAME EXERCISE(#) ($)(A) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Harry H. Penner, Jr. 28,000 714,462 182,000/328,000 $2,057,500/$2,200,000
John F. Tallman 31,312 813,526 51,000/184,000 $ 456,950/$861,400
Alan J. Hutchison 34,000 863,180 46,000/114,000 $ 459,000/$433,500
Stephen R. Davis 7,500 188,248 18,750/87,500 $ 153,125/$459,375
</TABLE>
- ----------
(a) Difference between exercise price and fair market value of the shares on
date of exercise.
(b) Difference between option price and fair market value of the shares at
year-end.
TERMS AND CONDITIONS OF CERTAIN EMPLOYMENT AND SEVERANCE AGREEMENTS
The compensation package for Harry H. Penner, Jr., as President and Chief
Executive Officer, includes a salary paid pursuant to an employment agreement
between Mr. Penner and the Company which was entered into in October 1993. The
agreement expired on November 30, 1995, but was automatically extended for an
additional two-years pursuant to the terms of the agreement. Under such
agreement, Mr. Penner's base salary of $309,000 per annum in 1996 was increased
to $340,000 effective December 1, 1996. Such increase was, and any future
increases will be, at the discretion of the Board of Directors. The employment
agreement restricts Mr. Penner from competing with the Company for the term of
the agreement and for a period of one year after termination of his employment
with the Company.
The compensation package for John F. Tallman, as Executive President
and Scientific Director of Neurogen, includes a salary paid pursuant to an
employment agreement between Dr. Tallman and the Company which was entered into
in June 1994. The agreement expired on November 30, 1995, but was automatically
extended for an additional two-years pursuant to the terms of the agreement.
Under such agreement, Dr. Tallman's base salary of $200,000 per annum in 1996
was increased to $215,000 effective December 1, 1996. Such increase was, and any
future increases will be, at the discretion of the Board of Directors. The
employment agreement restricts Dr. Tallman from competing with the Company for
the term of the agreement and for a period of one year after termination of his
employment with the Company.
12
<PAGE>
PERFORMANCE GRAPH/1/
The following graph compares the yearly percentage in the Company's
cumulative total stockholder return on its Common Stock during a period
commencing on December 31, 1991 and ending December 31, 1996 (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the difference
between the Company's share price at the end and the beginning of the period; by
(ii) the share at the beginning of the period) with the cumulative return of the
NASDAQ Stock Market Index (U.S. and Foreign) and the Amex Biotechnology Index.
It should be noted that Neurogen has not paid dividends on Common Stock, and no
dividends are included in the representation of the Company's performance. The
stock price performance on the graph below is not necessarily indicative of
future price performance.
NASDAQ
TOTAL AMEX
NEUROGEN MARKET BIOTECH
12/31/91 100.00 100.00 100.00
12/31/92 57.9 116.0 80.0
12/31/93 46.5 134.3 54.3
12/31/94 45.6 130.3 38.5
12/31/95 188.6 183.0 62.7
12/31/96 135.1 224.0 67.6
_____________________
/1/ This Section is not "soliciting material," is not deemed "filed"
with the SEC and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act, whether made before or after the date hereof and irrespective
of any general incorporation language in any such filing.
13
<PAGE>
PROPOSAL NO. 2:
APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP, independent
certified public accountants, as auditors to audit the financial statements of
the Company for the year ending December 31, 1997 and recommends that the
stockholders approve such selection at a remuneration to be fixed by the
President and Chief Executive Officer or the Vice President-Finance and Chief
Financial Officer. Ernst & Young LLP audited the Company's annual financial
statements for fiscal year ended December 31, 1996.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so,
and are expected to be available to respond to appropriate questions.
As reported in its Current Report on Form 8-K dated April 25, 1996, the
Company, upon the approval of the Audit Committee of its Board of Directors,
elected not to retain KPMG Peat Marwick as its principal independent accountants
on April 25, 1996. On April 26, 1996, the Audit Committee, pursuant to a
delegation of authority by the Board of Directors, appointed Ernst & Young LLP
to succeed KPMG Peat Marwick as the principal independent accountants of the
Company. KPMG Peat Marwick audited the annual financial statements of the
Company for all fiscal years prior to 1996. The reports of KPMG Peat Marwick on
the Company's financial statements for the fiscal years ended December 31, 1994
and December 31, 1995 did not contain an adverse opinion or disclaimer of
opinion nor were any of them qualified or modified as to uncertainty, audit
scope or accounting principles. Since January 1, 1994, there have been no
disagreements between the Company and KPMG Peat Marwick on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSAL. IF
NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED FOR APPROVAL.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
submitted to the Annual Meeting. If any other matters properly come before the
Annual Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote the shares of Common Stock they represent as the Board of
Directors may recommend. Anyone desiring to address the stockholders at the
Annual Meeting, whether or not making a formal proposal, must so indicate this
intention to the Secretary of the Company prior to the Annual Meeting.
In order to be considered for inclusion in the Proxy Statement and form of
proxy relating to the 1998 Annual Meeting of Stockholders, any proposal by a
stockholder of record of the Company must be received by the Company at its
principal executive offices in Branford, Connecticut, on or before December 20,
1997.
THE COMPANY WILL MAIL WITHOUT CHARGE, TO EACH STOCKHOLDER ENTITLED TO VOTE
AT THE ANNUAL MEETING UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES AND A LIST OF
EXHIBITS, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WRITTEN
REQUESTS SHOULD BE SENT TO: CORPORATE SECRETARY, NEUROGEN CORPORATION, 35
NORTHEAST INDUSTRIAL ROAD, BRANFORD, CONNECTICUT 06405.
JOHN F. TALLMAN
Secretary
April 29, 1997
14
<PAGE>
Appendix A
NEUROGEN CORPORATION
35 Northeast Industrial Road
Branford, Connecticut 06405
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
Harry H. Penner, Jr., John F. Tallman and Stephen R. Davis, or each of
them, with all powers of substitution and revocation, are hereby appointed
attorneys and proxies and are authorized to represent the undersigned, with all
powers which the undersigned would possess if personally present, and to vote
the Common Stock of Neurogen Corporation (the "Company") held of record by the
undersigned on April 15, 1997 at the 1997 Annual Meeting of Stockholders of
Neurogen Corporation, which is being held at the Peninsula Hotel, 700 Fifth
Avenue, New York, New York, on Tuesday, June 3, 1997, at 10:00 a.m., local time,
and at any postponements or adjournments of that meeting, as set forth on the
reverse, and, in their discretion, upon any other business that may properly
come before the meeting or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X] Please mark your vote as in this example.
The Board of Directors Recommends a Vote for the Nominees Listed Below.
1. ELECTION OF DIRECTORS: To elect a Board of eleven directors to hold office
until the next Annual Meeting of Stockholders of the Company and until
their respective successors shall have been duly elected and qualified.
[ ] FOR all nominees listed at right [ ] WITHHOLD AUTHORITY to vote
(except as indicated otherwise below) for nominees listed at right
NOMINEES: Frank C. Carlucci, Harry H. Penner, Jr., John F. Tallman, Barry M.
Bloom, Robert N. Butler, Jeffrey J. Collinson, Robert M. Gardiner,
Richard D. Harrison, Mark Novitch, Robert H. Roth, John Simon
To withhold authority to vote for any nominee,
please write that nominee's name below:
------------------------------------------------------------
2. To approve the appointment of Ernst & Young LLP as the independent auditors
for the Company for the fiscal year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED, AND FOR THE OTHER
PROPOSALS SPECIFIED.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S):
------------------------------------------------------------------
DATED: , 1997
-----------------------------------
Note: If the shares are issued in the names of two or
more persons, each of them should sign the
proxy. If the proxy is executed by a
corporation, it should be signed in the
corporate name by an authorized officer. When
signing as attorney, executor, administrator,
trustee, or guardian, or in any other
representative capacity, give your full title as
such.
