SCHEDULE 14A
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 Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMUNITY FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6 (i)(3).
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:1
(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:
<PAGE>
COMMUNITY FINANCIAL
CORPORATION
June 30, 1997
Dear Fellow Stockholders:
On behalf of the Board of Directors and management of Community
Financial Corporation, I cordially invite you to attend the 1997 Annual Meeting
of Stockholders. The meeting will be held at 7:00 p.m. on Wednesday, July 30,
1997, at the Corporation's executive offices located at 38 North Central Avenue,
Staunton, Virginia.
The matters expected to be acted upon at the meeting are described in
the attached Proxy Statement. In addition, we will report on Community's
progress during the past year, and entertain questions and comments about the
Corporation.
I encourage you to attend the meeting in person. Whether or not you do,
I hope you read the proxy statement and then complete, sign and date the proxy
card and return it in the enclosed postage-paid envelope. This will save
Community additional expense in soliciting proxies and will ensure that your
shares are represented at the meeting. Please note that you may vote in person
at the meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Thomas W. Winfree
President and Chief
Executive Officer
<PAGE>
COMMUNITY FINANCIAL CORPORATION
38 North Central Avenue
Staunton, Virginia 24401
(540) 886-0796
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 30, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Community Financial Corporation ("Community" or the "Corporation")
will be held at the Corporation's executive offices located at 38 North Central
Avenue, Staunton, Virginia on July 30, 1997 at 7:00 P.M.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Corporation;
2. The ratification of the appointment of BDO Seidman as auditors
for the Corporation for the fiscal year ending March 31, 1998;
and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on any of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned. Stockholders of record at the close of business on May
30, 1997 are the stockholders entitled to vote at the Meeting, and any
adjournments thereof.
You are requested to complete and sign the enclosed form of Proxy which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Sarah A. Ralston, Secretary
Staunton, Virginia
June 30, 1997
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
COMMUNITY FINANCIAL CORPORATION
38 North Central Avenue
Staunton, Virginia 24401
(540) 886-0796
ANNUAL MEETING OF STOCKHOLDERS
July 30, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Community Financial Corporation
("Community" or the "Corporation") of proxies to be used at the Annual Meeting
of Stockholders (the "Meeting") which will be held at the Corporation's
executive offices located at 38 North Central Avenue, Staunton, Virginia, on
July 30, 1997 at 7:00 P.M., and all adjournments of the Meeting. The
accompanying Notice of Meeting and this Proxy Statement are first being mailed
to stockholders on or about June 30, 1997. Certain of the information provided
herein relates to Community Bank (the "Bank"), a wholly owned subsidiary of the
Corporation.
All shares of common stock par value $.01 per share, of the Corporation
("Common Stock") represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and each of
the other proposals as set forth in this Proxy Statement. With regard to the
election of directors, votes may be cast in favor of or withheld from each
nominee; votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may be specified on all proposals except the
election of directors and will be counted as present for purposes of the item on
which the abstention is noted. Abstentions on the proposal to ratify BDO
Seidman, LLP as the Corporation's auditors will have the effect of a negative
vote because such proposal requires the affirmative vote of a majority of the
shares present in person or by proxy and entitled to vote at the Meeting. Under
the rules of The Nasdaq Stock Market, brokers who hold shares in street name
have the authority to vote on certain items when they have not received
instructions from beneficial owners. Brokers who do not receive instructions are
entitled to vote on the election of directors and the ratification of the
Corporation's auditors. Under applicable Virginia law, a broker non-vote will
have no effect on the outcome of the election of directors or the ratification
of auditors.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by: (i) duly executing and delivering to the
Secretary of the Corporation a later proxy relating to the same shares prior to
the exercise of such proxy, (ii) filing with the Secretary of the Corporation at
or before the Meeting a written notice of revocation bearing a later date than
the proxy, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Sarah A.
Ralston, Secretary of the Corporation, at the address above.
<PAGE>
Vote Required for Approval
Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Ratification of BDO Seidman as auditors for the Corporation for the
fiscal year ending March 31, 1998 requires the affirmative vote of a majority of
the shares actually voted on such proposal.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on May 30, 1997 (the
"Voting Record Date") will be entitled to one vote for each share then held. As
of the Voting Record Date, the Corporation had 1,275,348 shares of Common Stock
issued and outstanding. The following table sets forth information regarding
persons and entities who were known by management to beneficially own more than
five percent of the outstanding shares of the Corporation's Common Stock as of
the Voting Record Date and share ownership of all directors and executive
officers of the Corporation and the Bank as a group. See "Proposal I - Election
of Directors" for more information on the beneficial share ownership of the
Corporation's Directors and Chief Executive Officer.
Shares Percent
Beneficially of
Beneficial Owner Owned Class
- ---------------- ------------- --------
Wellington Trust Company, N.A. 92,000(1) 7.21%
75 State Street
Boston, Massachusetts 02109
All officers and directors as 283,859(2) 21.56%
a group (15 persons)
- -------------------
(1) As reported by the Wellington Trust Company, N.A. in a statement dated
January 24, 1997 on an amendment to Schedule 13G under the Securities
Exchange Act of 1934. Wellington Trust Company N.A., a registered
investment advisor, reported shared voting power as to 32,000 shares and
shared investment power as to 92,000 shares as a result of acting as an
investment advisor to numerous investment counseling clients. None of
Wellington Trust Company's clients reported an interest with respect to
more than 5% of the Common Stock.
(2) This amount includes shares held directly, as well as shares held
jointly with family members, held in retirement accounts, held in a
fiduciary capacity or held by certain family members, with respect to
which shares the directors and executive officers of the Corporation may
be deemed to have sole or shared voting and/or investment power. This
amount also includes options to purchase 41,250 shares of Common Stock
granted to directors and executive officers under the Corporation's 1987
and 1996 Stock Option and Incentive Plans (the "Stock Option Plans").
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors is currently composed of seven
members. Approximately one-third of the directors are elected annually.
Directors of the Corporation are generally elected to serve for a three-year
period or until their respective successors shall have been elected and shall
qualify.
The table below sets forth certain information, as of the Voting Record
Date, regarding the composition of the Corporation's Board of Directors,
including their terms of office. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to one or more nominees) will be voted at the Meeting for the
election of the nominees identified below for terms of three years. If any
nominee is unable to serve, the shares represented by all such proxies will be
voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any of
the nominees might be unable to serve, if elected. There are no arrangements or
understandings between any nominee and any other person pursuant to which such
nominee was selected.
<TABLE>
<CAPTION>
Shares of
Current Common Stock Percent
Positions Held Director Term to Beneficially of
Name Age in the Corporation Since Expire Owned (1) Class
------ --- -------------------- ------- -------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
James R. Cooke, Jr., DDS 59 Chairman of the Board 1984 1997 46,600(2) 3.64
Kenneth L. Elmore 61 Director 1988 1997 20,360 1.59
DIRECTORS CONTINUING IN OFFICE
Jane C. Hickok 60 Vice Chairman of the Board 1983 1998 47,160(3) 3.69
Dale C. Smith 58 Director 1980 1998 21,800(4) 1.70
Charles F. Andersen, MD 55 Director 1990 1999 20,620 1.61
Charles W. Fairchilds 49 Director 1996 1999 2,955(5) .23
Thomas W. Winfree 52 President, Chief Executive 1995 1999 25,865(6) 2.00
Officer and Director
- ------------------
<FN>
(1) The nature of beneficial ownership for shares reported in this column is
sole voting and investment power, except as otherwise set forth in these
footnotes. Included in the shares beneficially owned by the named
individuals are options (either currently exercisable or exercisable within
60 days of the Voting Record Date) to purchase shares of Common Stock as
follows: Mr. Cooke - 4,250; Mr. Elmore - 2,500; Mrs. Hickok - 2,500; Mr.
Smith - 2,500; Mr. Anderson - 2,500; Mr. Fairchilds - 2,500; and Mr.
Winfree - 11,500.
(2) Includes 30,000 shares in which Mr. Cooke has reported shared ownership.
(3) Includes 28,814 shares in which Mrs. Hickok has reported shared ownership.
(4) Includes 3,876 shares in which Mr. Smith has reported shared ownership.
(5) Includes 100 shares in which Mr. Fairchilds has reported shared ownership.
(6) Includes 250 shares in which Mr. Winfree has reported shared ownership.
</FN>
</TABLE>
<PAGE>
The business experience during the last five years of each of the
directors is as follows:
James R. Cooke, Jr., D.D.S. Dr. Cooke has been a practicing dentist in
Staunton, Virginia since 1965.
Kenneth L. Elmore. Mr. Elmore has been partner of Elmore, Hupp & Co., a
certified public accounting firm, since 1991. Mr. Elmore has been a certified
public accountant for over 30 years.
Jane C. Hickok. Mrs. Hickok was elected as Vice Chairman of the Board in
October 1994. She had previously retired as President and Chief Executive
Officer of the Bank in October 1994 after serving since 1984. Mrs. Hickok had
also retired as President and Chief Executive Officer of the Corporation in
January 1995, but continues to serve as a director of the Corporation and the
Bank. Mrs. Hickok was elected as a director of the Bank in 1983 and as a
director of the Corporation in 1990 when it became the holding company of the
Bank.
Dale C. Smith. Mr. Smith is the General Manager and Chief Executive
Officer of Augusta Cooperative Farm Bureau, a farm supply and retail store.
Charles F. Andersen, M.D. Dr. Andersen is an orthopedic surgeon in
private practice in Waynesboro, Virginia.
Charles W. Fairchilds. Mr. Fairchilds is the President of Allied Ready
Mix Co., a concrete company located in Waynesboro, Virginia.
Thomas W. Winfree. Mr. Winfree is President and Chief Executive Officer
of the Corporation and the Bank, positions he has held since October 1995. From
1984 to 1995, he was President and Chief Executive Officer of Jefferson Savings
and Loan Association.
Board of Directors Meetings and Committees; Director Compensation
Meetings of the Corporation. During the Corporation's fiscal year ended
March 31, 1997, the Board of Directors of the Corporation held 12 meetings. No
director attended fewer than 75% of the meetings that the Board of Directors of
the Corporation held.
The Board of Directors of the Corporation does not have a standing
Compensation, Audit or Nominating Committee. The Corporation has not paid any
compensation to its executive officers since its formation and does not
presently anticipate paying any compensation to such persons until it becomes
actively involved in the operation or acquisition of businesses other than the
Bank and its subsidiaries. See "Meetings of the Bank" below for information in
the Bank's Compensation Committee. The principal standing committees of the
Corporation are the Executive and Long-Range Planning Committee and the Stock
Option Committee.
The Corporation's Executive and Long-Range Planning Committee is
responsible for formulating future plans and discussing objectives and corporate
goals. The current committee members are Directors Andersen, Cooke, Elmore,
Fairchilds and Hickok. This committee met twice during fiscal 1997.
The Corporation's Stock Option Committee is responsible for
administering the Corporation's Stock Option Plan. The current committee members
are directors Cooke, Elmore and Smith. This committee did not meet during fiscal
1997.
<PAGE>
Meetings of the Bank. During the year ended March 31, 1997, the Board of
Directors of the Bank held 12 meetings. No director attended fewer than 75% of
the total meetings of such Board of Directors and committees on which such Board
member served during this period.
The principal standing committees of the Bank are the Compensation and
Benefits Committee, the Executive and Long-Range Planning Committee and the Loan
Committee. The Bank also has other committees which meet as needed to review
various other functions of the Bank.
The Bank's Compensation and Benefits Committee is currently composed of
Directors Winfree, Cooke, Hickok, Fairchilds and Smith. This committee is
responsible for determining compensation and benefits for all officers of the
Bank. This committee held three meetings during fiscal 1997.
The Bank's Executive and Long-Range Planning Committee is currently
composed of Directors Anderson, Cooke, Elmore , Hickok and Winfree. The
Long-Range Planning Committee was formed in 1986 for the purpose of formulating
future plans for physical plant needs, branching possibilities, funding and
liquidity levels and discussions of objectives and corporate goals. This
committee held 11 meetings during fiscal 1997.
The Bank's Loan Committee, composed of the Chairman of the Board of
Directors, the President, the Loan Department Manager of the Bank and the Chief
Financial Officer, meets as needed to approve mortgage loans in excess of
$259,000 and consumer loan applications in excess of $75,000. This committee
held five meetings during fiscal 1997.
Neither the Corporation nor the Bank have standing Audit or Nominating
Committees. The full Boards of Directors of the Corporation and the Bank act as
nominating committees for the annual selection of its respective nominees for
election as directors. While the Boards of Directors will consider nominees
recommended by others, they have neither actively solicited recommendations for
nominees nor established any procedures for this purpose.
Director Compensation. The Board of Directors of the Corporation are not
paid for their service in such capacity. The Corporation may, if it believes it
is necessary to attract qualified directors or is otherwise beneficial to the
Corporation, adopt a policy of paying directors' fees at the Corporation level.
Directors of the Bank who are not employees of the Bank receive a fee of
$750 per month whether or not they attend Board meetings. The Chairman of the
Board receives a fee of $1,500 per month. Directors also receive $100 for each
committee meeting they attend, except for the Chairman of the Board who does not
receive any fees for attending committee meetings. The Bank also paid $3,538 of
health insurance premiums on behalf of Director Hickok during fiscal 1997.
<PAGE>
Executive Compensation
The Corporation's officers do not receive any compensation for services
performed in their capacity as such. The following table sets forth the
compensation paid by the Bank during fiscal 1997 for services rendered by the
Chief Executive Officer of the Bank. No other executive officer earned salary
and bonus exceeding $100,000 in fiscal 1997.
================================================================================
SUMMARY COMPENSATION TABLE
================================================================================
Long Term
Annual Compensation(1) Compensation
- --------------------------------------------------------------------------------
All Other
Fiscal Salary Bonus Options Compensation
Name and Principal Position Year ($) ($) (#) ($)
THOMAS W. WINFREE (2) 1997 $105,000 $19,500 6,000 $2,217(3)
President, Chief Executive
Officer and Director of the 1996 45,000 4,500 11,500 96
Corporation and the Bank
============================ ====== ======== ======= ======= ===========
- ----------------------
(1) Mr. Winfree did not receive any additional benefits or perquisites which,
in the aggregate, exceeded the lesser of 10% of his salary and bonus or
$50,000.
(2) Mr. Winfree joined the Corporation and the Bank in October 1995.
(3) Represents the Corporation's contribution of $2,025 to the Corporation's
401(k) Plan on behalf of Mr. Winfree and $192 in premiums for a term life
insurance policy maintained on behalf of Mr. Winfree in 1997.
The following table sets forth certain information concerning grants of
stock options pursuant to the Corporation's Stock Option Plan to the named
executive officer during fiscal 1997. No stock appreciation rights or limited
stock appreciation rights have been granted to date by the Corporation.
================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------
Individual Grants
- --------------------------------------------------------------------------------
Number of
Securities % of Total Exercise
Underlying Options Granted or Base
Options to Employees Price Expiration
Name Granted(#)(1) in Fiscal Year ($/Sh) Date
- ---- ------------- --------------- -------- ----------
Thomas W. Winfree 3,000 20.0% $21.50 09-25-06
3,000 20.0% $22.75 03-26-07
================================================================================
(1) The options set forth in this table shall vest as follows: 4,500 options
in fiscal 1998 and 1,500 options in fiscal 1999.
<PAGE>
The following table sets forth certain information concerning the
number and value of stock options at March 31, 1997, held by the named executive
officer.
<TABLE>
<CAPTION>
==================================================================================================
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
- --------------------------------------------------------------------------------------------------
Number of Value of Unexercised Unexercised Options at In-the Money FY-End(#)
Options at FY-End($)
- --------------------------------------------------------------------------------------------------
Shares Value Acquired on Realized Name Exercise(#) ($) Exercisable Unexercisable
Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Winfree --- $--- 11,500 6,000 $63,750(1) $3,000(2)
==================================================================================================
(1) The value is based upon $22.50, the average of the closing bid and
asked price per share of the Corporation's Common Stock as reported on
the Nasdaq SmallCap Market on March 31, 1997, less the exercise price
of $16.50 per share with respect 10,000 shares and $20.00 per share
with respect to the remaining 1,500 shares.
(2) The value is based upon $22.50, the average of the closing bid and
asked price per share of the Corporation's Common Stock as reported on
the Nasdaq SmallCap Market on March 31, 1997, less the exercise price
of $21.50 per share with respect to 3,000 shares and $22.75 per share
with respect to the remaining 3,000 shares.
</TABLE>
Employment Agreement
The Bank has entered into an employment agreement with President
Winfree effective April 1, 1997 and ending on March 31, 2000. The agreement
provides for one year extensions, in addition to the then-remaining term under
the agreement, on each anniversary of the effective date of the contract,
subject to a review of Mr. Winfree's performance by the Board of Directors of
the Bank. The agreement provides for an annual base salary to Mr. Winfree of
$115,500, which salary may be increased at the sole and absolute discretion of
the Bank's Board of Directors (or an authorized committee thereof). The
agreement further provides for termination upon such employee's death, for cause
or in certain events specified by OTS regulations.
Under the terms of the employment agreement, if Mr. Winfree's
employment with the Bank is terminated for any reason following a "change in
control" (as defined in the agreement), other than for cause, then the Bank will
pay to Mr. Winfree (in addition to all other payments and benefits to which he
is entitled under any other contract) an amount equal to 299% of his salary and
bonus received during the 12 months ending with the termination of his
employment.
<PAGE>
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
At the Meeting, stockholders will consider and vote on the ratification
of the appointment of BDO Seidman, LLP as the Corporation's independent auditors
for the Corporation's fiscal year ending March 31, 1998. The Board of Directors
has renewed the Corporation's arrangement for BDO Seidman to be its auditors,
subject to ratification by the Corporation's stockholders.
Representatives of BDO Seidman, LLP are expected to attend the Meeting
to respond to appropriate questions and to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE CORPORATION'S
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 1998.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Corporation's
executive offices located at 38 North Central Avenue, Staunton, Virginia 24401,
no later than March 2, 1998. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to solicitation
by mail, directors, officers and regular employees of the Corporation may
solicit proxies personally or by telegraph or telephone without additional
compensation.
<PAGE>
REVOCABLE PROXY
COMMUNITY FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
July 30, 1997
The undersigned hereby appoints the Board of Directors of Community
Financial Corporation (the "Corporation"), and the survivor of them, with full
powers of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of the Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders (the "Meeting"), to be
held on July 30, 1997, at 7:00 P.M., and at any and all adjournments thereof, as
follows:
I. The election as directors of all nominees listed below for three-year
terms (except as marked to the contrary).
VOTE
FOR WITHHELD
[ ] [ ]
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE IN THE NOMINEE'S NAME IN THE LIST BELOW.
JAMES R. COOKE, JR., DDS KENNETH L. ELMORE
II. Ratification of the appointment of BDO Seidman as the Corporation's
auditors for the fiscal year ending March 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, upon such other matters as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
IMPORTANT! PLEASE SIGN AND DATE ON REVERSE SIDE
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i)
filing with the Secretary of the Corporation at or before the Meeting a written
notice of revocation bearing a later date than the proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Corporation at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). If this proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of the Notice of the Meeting, a Proxy Statement dated
June 30, 1997 and an Annual Report to Stockholders.
Dated: _________________________, 1997
-----------------------------------
SIGNATURE OF STOCKHOLDER
-----------------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
