<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Craftmade International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $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 table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[LOGO]
CRAFTMADE INTERNATIONAL, INC.
650 South Royal Lane, Suite 100
Coppell, Texas 75019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 31, 1996
To the Stockholders of CRAFTMADE INTERNATIONAL, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Craftmade International, Inc. (the "Annual Meeting"), a Delaware corporation
(the "Company"), will be held on Thursday October 31, 1996 at 10:00 a.m., local
time, at the Hilton Inn, 1800 Highway 26 E, Grapevine, Texas 76051, for the
following purposes:
(1) To elect five (5) directors to serve until the next
annual meeting of stockholders of the Company and until their
successors have been elected and qualified;
(2) To ratify and approve the selection of Price
Waterhouse LLP as the Company's auditors for the ensuing fiscal year;
and
(3) To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on September 30,
1996 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
A complete list of stockholders entitled to vote at the Annual Meeting
will be maintained at the Company's offices at 650 South Royal Lane, Suite 100,
Coppell, Texas 75019, for ten days prior to the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON. ATTENDANCE AT THE ANNUAL MEETING IS
LIMITED TO STOCKHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY.
By Order of the Board of Directors,
KEN CANCIENNE
Secretary
Coppell, Texas
October 1, 1996
<PAGE> 3
[INSERT LOGO]
CRAFTMADE INTERNATIONAL, INC.
650 S. Royal Lane, Suite 100
Coppell, TX 75019
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 1996
INTRODUCTION
The enclosed proxy (the "Proxy"), mailed together with this proxy
statement (the "Proxy Statement"), is solicited by and on behalf of the Board
of Directors of Craftmade International, Inc. (the "Company") for use at the
1996 Annual Meeting of Stockholders (the "Annual Meeting") of the Company to
be held at the time and place and for the purposes set forth in the
accompanying notice. The date on which the Notice of Annual Meeting, Proxy
Statement and Proxy were first sent to the stockholders of the Company (the
"Stockholders") is October 1, 1996.
Shares represented by a valid proxy in the form enclosed, duly signed,
dated and returned to the Company and not revoked, will be voted at the Annual
Meeting in accordance with the directions given. In the absence of directions
to the contrary, such shares will be voted FOR the election of the five
nominees of the Board of Directors of the Company (the "Board") for Director
and FOR the ratification of Price Waterhouse LLP as the Company's auditors for
the Company's 1997 fiscal year. If any other matter is properly presented at
the meeting, which is not currently anticipated, the Proxy holders will vote
the Proxies in accordance with their best judgment in such matters.
Any Stockholder returning a Proxy has the right to revoke the Proxy at
any time before it is exercised by giving written notice of such revocation to
the Company addressed to Kenneth Cancienne, Secretary, Craftmade International,
Inc., 650 S. Royal Lane, Suite 100, Coppell, TX 75019, or by returning a later
dated signed proxy, or by attending the Annual Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
At the close of business on September 30, 1996 (the "Record Date"),
3,113,569 shares of Common Stock of the Company, $.01 par value per share
("Common Stock"), were outstanding and entitled to vote at the Annual Meeting.
Each Stockholder will be entitled to one vote for each share owned of record at
the close of business on the Record Date for each Director to be elected and
upon all other matters to be brought to a vote by the Stockholders at the
Annual Meeting. The affirmative vote of a plurality of the shares of Common
Stock present or represented at the meeting is required to elect the
Directors. Ratification of the appointment of Price Waterhouse LLP requires
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present or represented at the Annual Meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or
absence of a quorum and have the effect of a negative vote on the ratification
of Price Waterhouse LLP. Abstentions and broker non-votes have no effect on
the vote for the election of Directors.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth information with respect to the
Stockholders who were known to the Company to own beneficially more than 5% of
the outstanding shares of Common Stock at July 31, 1996.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned(1) of Class
- ------------------- ---------------- --------
<S> <C> <C>
James Ridings(2) 632,486 20.3%
650 S. Royal Lane, Suite 100
Coppell, TX 75019
Falcon Fund 273,000 8.8%
8235 Douglas Ave., Ste. 420
Dallas, TX 75225
Liberty Investment Management 185,500 6.0%
Rocky Point Drive, Ste. 500
Tampa, FL 33607
</TABLE>
- ---------------
(1) Unless otherwise indicated, all shares listed are directly held with
sole voting and investment power.
(2) Mr. Ridings is President, Chairman of the Board and Chief Executive
Officer of the Company.
I. ELECTION OF DIRECTORS
Pursuant to the Bylaws of the Company, five Directors are to be
elected at the Meeting to serve until the next annual meeting of Stockholders
and until their successors have been elected and qualified. Executive officers
are elected annually and serve at the discretion of the Board of Directors.
Three of the five current nominees for Director were elected at the 1995 Annual
Meeting of Stockholders and are presently serving as Directors of the Company.
All duly submitted and unrevoked Proxies will be voted FOR the Boards'
nominees, except where authorization so to vote is withheld. If any nominee
should become unavailable for election for any presently unforeseen reason, the
persons designated as proxies will have full discretion to vote for another
person designated by the Board, or, if none is so designated, to vote for the
person or persons in accordance with their judgment. Proxies cannot be voted
for the election of more than five persons to the Board.
The Company at present has no standing nominating committee because
the Board as a whole functions in this capacity, although it may consider
constituting such committee in the future if the growth and complexity of its
operations so warrants or if compliance with regulatory procedures is
necessitated. In April 1992, the Board constituted its audit committee
consisting of all Directors who are neither officers nor employees of the
Company, and Mr. Kenneth M. Cancienne, the Company's Chief Financial Officer.
One meeting of the audit committee was held during the Company's 1996 fiscal
year. The audit committee meets with management to consider the adequacy of
the internal controls of the Company and the objectivity of financial
reporting. The audit committee also meets with the independent auditors and
with appropriate Company financial personnel and internal auditors about these
matters. The committee recommends to the Board the appointment of the
independent auditors, subject to ratification by the Stockholders at the
annual meeting. Both the internal auditors and the independent auditors
periodically meet alone with the audit committee and always have unrestricted
access to the committee. In March 1993, the Company constituted its executive
compensation committee, consisting of all outside Directors, at which time it
established basic compensation philosophies and overall objectives. During the
year ended June 30, 1996, Messrs. William V. Kimbrell, William P. Maloney and
Aaron Shenkman comprised the Company's outside directors. Mr. Kimbrell passed
away in June 1996 and Messrs. Maloney and Shenkman have chosen to not stand for
re-election. During the year ended June 30, 1996, the entire Board of
Directors met three times,
2
<PAGE> 5
of which one was a regularly scheduled meeting and two were special meetings.
All directors attended at least 75% or more of the meetings of the Board of
Directors and of the committees of the Board on which they served.
The table below sets forth pertinent information with respect to the
nominees for Director, including their beneficial ownership of shares of Common
Stock at July 31, 1996. Each has consented to serve as a Director if elected.
The tabulation also sets forth the number of shares of Common Stock
beneficially owned at that date by all Directors and executive officers as a
group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned(1)
Name, Age, Principal ---------------------------
Occupation and Other Number Percent
Directorships of Shares of Class
-------------------- ----------- --------
<S> <C> <C>
James Ridings.................................................. 632,486 20.3%
Mr. Ridings, age 46, has served as Chairman and Chief Executive Officer of
the Company since December 1986 and President since October 1989.
Mr. Ridings has been a Director of the Company since its organization in
July 1985 and was a Vice President between July 1985 and December 1986.
Between March 1971 and December 1984, Mr. Ridings was a sales representa-
tive with Kevco, Incorporated, Fort Worth, Texas, and its predecessor com-
pany, a wholesale distributor of ceiling fans, plumbing supplies and mobile
home accessories.
Clifford Crimmings............................................. 55,000 1.8%
Mr. Crimmings, age 46, has served as Vice President of Sales of the Com-
pany since its organization in July 1985 and a Director since June 1987.
Between May 1969 and July 1985, Mr. Crimmings was employed as a sales
representative and then sales manager with Kevco, Incorporated and its prede-
cessor company.
Kenneth M. Cancienne........................................... 15,000(2) *
Mr. Cancienne, age 33, has served as Secretary since May 1996, Vice President
and Chief Financial Officer of the Company since June 1991, Controller since
May 1990 and a Director since April 1992. Between May 1988 and May 1990, Mr.
Cancienne was an accountant for Whitsell and Company, P.C., Arlington, Texas, a
public accounting firm. Between May 1985 and May 1988, Mr. Cancienne was an
accountant for Postlethwaite and Netterville, Baton Rouge, Louisiana, a public
accounting firm. Mr. Cancienne holds a B.B.A. degree in Accounting from
Louisiana State University where he graduated in May 1985. Mr. Cancienne
has been a Certified Public Accountant since October 1987.
A. Paul Knuckley............................................... 5,000(3) *
Mr. Knuckley, age 47, has served since 1974 as President and Chief Executive Officer
of Knuckley Inc., d.b.a. Ditch Witch of East Texas, and as owner and Vice-President
of Witch Equipment Co., Inc. of Arlington, Texas. Prior to 1974, Mr. Knuckley was
employed by John Hancock Mutual Life Insurance Company as a life and health
underwriter. Mr. Knuckley received a Bachelors of Business Administration degree
from Texas Tech University in 1971 in both Personnel and Administrative Management.
Mr. Knuckley has previously served on the Advisory Board of Charles Machine Works
and the Southwest Rental Exposition Board. He is and has been for more
than the preceding five years active as a private investor.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C>
Jerry E. Kimmel................................................ - *
Mr. Kimmel, age 59, is a founder of Kevco, Inc. serving as President from
1964 to 1993, and as Chairman of the Board, President and Chief Executive
Officer since then. Mr. Kimmel has served as Chairman of the Board of
Governors of the Manufactured Housing Institute, a leading manufactured
housing trade group. In 1992, Mr. Kimmel was inducted into the MH/RV
Hall of Fame and in 1995 was selected Entrepreneur of the Year for manufac-
turing and distribution division for the southwest region.
All directors and officers as a group (5 persons).............. 707,486(2) 22.8%
</TABLE>
- --------------
* Less than 1%
(1) Unless otherwise indicated, all shares listed are directly held with
sole voting and investment power.
(2) Includes options to purchase 15,000 shares of Common Stock of the
Company.
(3) Includes 1,000 shares in a partnership in which Mr. Knuckley owns a
50% interest.
Directors who are not otherwise salaried employees of the Company are
compensated by payment of $1,000 per board meeting in consideration for such
service. Directors do not receive any additional compensation for their
attendance at committee meetings. In addition, Directors will be reimbursed
for reasonable expenses incurred in connection with their attendance at
meetings.
EXECUTIVE COMPENSATION
The following table sets forth compensation awarded by the Company to
its Chief Executive Officer and the three other executive officers for services
rendered during the fiscal years ended June 30, 1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------------- Long-Term
Other Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation(1) Awards Compensation
- --------------------------- ---- ---------- ----- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
James Ridings................................... 1996 $260,000 0 0 0 0
Chairman of the Board of 1995 $267,924 0 0 0 0
Directors, President and 1994 $165,171 0 $9,600 0 0
Chief Executive Officer
Terry Culbertson(2)............................. 1996 $103,837 0 0 0 0
Chief Operating Officer, 1995 $122,915 0 0 0 0
Secretary, Treasurer, 1994 $ 74,930 0 0 0 0
and Director
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Kenneth Cancienne............................ 1996 $110,006 0 0 0 0
Chief Financial Officer, 1995 $112,552 0 0 0 0
Treasurer and Director 1994 $ 65,228 0 0 0 0
Clifford Crimmings........................... 1996 $150,020 0 0 0 0
Vice President Marketing 1995 $155,104 0 0 0 0
and Director 1994 $ 92,406 0 $9,600 0 0
</TABLE>
- ------------------------
(1) Represents amounts the Company paid to named individual for an automobile
allowance of $800 per month.
(2) Resigned effective May 1996. As of September 30, 1996, Mr. Culbertson
owns no shares of the Company's common stock.
OPTION EXERCISES AND HOLDINGS
The following table provides information related to the number of shares of
Common Stock received upon exercise of options, the aggregate dollar value
realized upon exercise and the number and value of options held by the named
executive officers of the Company at June 30, 1996. The named executive
officers were not granted any stock options during the year ended June 30,
1996.
<TABLE>
<CAPTION>
Unexercised Options at June 30, 1996
-----------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexpired
Shares Acquired Options In-The-Money Options
Name on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ---------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
James Ridings.................... 0 $ 0 0 $0/0
Terry Culbertson(1)............. 8400 $50,820 0 $0/0
Kenneth Cancienne............... 0 $ 0 15,000/0 $6,563/0
Clifford Crimmings.............. 8400 $57,119 0 $0/0
</TABLE>
- -------------------
(1) Resigned effective May 1996
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Board of Directors established an executive compensation
committee (the "Committee") during March 1993. The Committee is responsible
for reviewing and recommending compensation awards for the Company's senior
executives, including the Chief Executive Officer. The following outlines the
Committee's philosophy and objectives relative to executive compensation.
The Committee believes that the overall objective of the executive
compensation program should be to encourage and reward enhancement of
Stockholder value. The Committee believes that the executive compensation
program should be a comprehensive plan that will (i) motivate executives for
long-term management of the Company resulting in increased Stockholder value;
(ii) reward effective management for the Company through annual performance
evaluations, and (iii) attract and retain key executives through competitive
salaries and other incentives.
5
<PAGE> 8
This report is submitted by the members of the Committee:
William P. Maloney
Aaron Shenkman
EMPLOYEE STOCK OPTION PLANS
On December 15, 1989, the Company granted to five key employees, including the
President, options to purchase an aggregate of 200,000 shares of common stock
of the Company at $.70 per share. Under the terms of the grant, the right to
exercise such options fully vested in fiscal 1994, provided such individuals
remained in the employ of the Company. The options were exercisable for a
five-year period subsequent to vesting.
The fair value of the common stock underlying the options at date of grant was
appraised at $1.75 per share. The difference between the appraised value and
the aggregate exercise price of such shares was deemed future compensation to
the recipients of such options and compensation was charged to operations
through June 30, 1994.
On December 31, 1992, the Company granted to two additional key employees
options to purchase an aggregate of 30,000 shares of common stock of the
Company at $6.56 per share, the average market value of common stock at date of
grant. Under the terms of the grant, the right to exercise such options fully
vested in fiscal 1994, provided such individuals remained in the employ of the
Company.
The options are exercisable for a five-year period subsequent to vesting,
except that following departure from the Company, exercisable options that have
accrued must be exercised within three months of termination of employment.
The exercise period is accelerated in the event of death, disability or early
retirement.
A summary of outstanding options are as follows:
<TABLE>
<CAPTION>
Number of Shares
----------------
1989 1992
Plan Plan Total
--------------------------------------------------
<S> <C> <C> <C>
Outstanding at June 30, 1994 55,200 30,000 85,200
Exercised (37,000) - (37,000)
--------------------------------------------------
Outstanding at June 30, 1995 18,200 30,000 48,200
Exercised (18,200) - (18,200)
--------------------------------------------------
Outstanding at June 30, 1996 - 30,000 30,000
==================================================
Exercisable at June 30, 1996 - 30,000 30,000
===================================================
</TABLE>
6
<PAGE> 9
THE STOCK PERFORMANCE GRAPH
The following graph provides an indicator of and compares the percentage change
of cumulative total shareholder return of the Company's Common Stock against
the cumulative total return of the Russell 2000 Index and the NASDAQ Composite
Index since the initial public offering of the Company's Common Stock on April
16, 1990. This graph assumes $100 was invested on April 16, 1990 in the
Company's Common Stock, the Russell 2000 Index and the NASDAQ Composite Index.
Both the Russell 2000 Index and the NASDAQ Composite Index exclude the Company.
<TABLE>
<CAPTION>
Russell 2000 NASDAQ Composite Craftmade International
<S> <C> <C> <C>
4/16/90 100.00 100.00 100.00
1990 104.06 105.86 169.71
1991 103.01 108.98 112.57
1992 116.03 129.06 164.29
1993 143.58 161.20 282.29
1994 147.85 161.66 255.43
1995 174.52 213.75 228.57
1996 213.30 271.36 200.00
</TABLE>
The historical stock price performance of the Company's Common Stock shown on
the graph above is not necessarily indicative of future stock performance.
The Company has compared its stock price performance with that of the Russell
2000 Index as it does not believe it can reasonably identify a peer group and
no comparable published industry or line-of-business index is available. The
Russell 2000 Index consists of companies with market capitalization similar to
that of the Company; accordingly, the Company believes the Russell 2000 Index
is the best available performance comparison.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934, as amended,
required the Company's Directors, executive officers and beneficial owners of
more than 10% of the Common Stock to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Based solely upon its review of the copies of such
forms received by it and written representations that no Form 5's were required
from reporting persons, the Company believes that all such reports were
submitted on a timely basis during the year ended June 30, 1996.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
II. APPOINTMENT OF THE COMPANY'S AUDITORS
The Board has appointed Price Waterhouse LLP as independent auditors
of the Company for the fiscal year ended June 30, 1997, subject to Stockholder
approval. Price Waterhouse LLP served as the Company's independent auditors
for the fiscal year which concluded June 30, 1996.
Although the Board of Directors of the Company is submitting the
appointment of Price Waterhouse LLP for Stockholder approval, it reserves the
right to change the selection of Price Waterhouse LLP as auditors at any time
during the fiscal year if it considers such change to be in the best interest
of the Company.
7
<PAGE> 10
One or more representatives of Price Waterhouse LLP will be present at
the Annual Meeting and available to respond to appropriate questions addressed
to them. Such representatives will also have the opportunity to make a
statement if they so desire.
III. STOCKHOLDER PROPOSALS AND OTHER MATTERS
To be considered for inclusion in the Company's proxy materials for
the 1997 annual meeting of stockholders of the Company, stockholder proposals
must be received at the Company's principal executive offices by May 31, 1997.
The cost of soliciting Proxies will be borne by the Company. In
addition to solicitation by mail, certain employees of the Company, who will
receive no special compensation therefor, may solicit Proxies in person or by
telephone or telegraph. No additional written materials besides the Proxy
Statement has been authorized or will be employed in connection with the
solicitation of Proxies.
Management does not intend to present any other matters at the meeting
and knows of no other matters that will be presented. However, if any other
matters do come before the meeting, the persons named in the enclosed Proxy
intend to vote on such matters in accordance with their best judgment.
The Annual Report to Stockholders for the fiscal year ended June 30,
1996 is enclosed herewith. The Annual Report does not form any part of
material for the solicitation of Proxies.
By Order of the Board of Directors,
Kenneth Cancienne
Secretary
8
<PAGE> 11
- --------------------------------------------------------------------------------
CRAFTMADE INTERNATIONAL, INC.
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 31, 1996
The undersigned, revoking all previous proxies, hereby appoint(s) James
Ridings and Clifford Crimmings, or any one of them, Proxies, with full power of
substitution to represent and to vote all shares of Common Stock, $0.01 par
value, of Craftmade International, Inc. owned by the undersigned at the Annual
Meeting of Stockholders to be held at the Hilton Inn, 1800 Highway 26E,
Grapevine, Texas 76051 on Thursday, October 31, 1996, including any original or
subsequent adjournment thereof, with respect to the proposals set forth in the
Notice of Annual Meeting and Proxy Statement. No business other than matters
described below is expected to come before the meeting, but should any other
matter requiring a vote of stockholders arise, the persons named herein will
vote thereon in accordance with their best judgment. All powers may be exercised
by both of said Proxies or substitutes voting or acting or, if only one votes or
acts, then by that one. Receipt of the Notice of Annual Meeting and Proxy
Statement is hereby acknowledged. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE FOLLOWING:
1. Election of Directors. Nominees:
James Ridings Clifford Crimmings Kenneth Cancienne
A. Paul Knuckley Jerry E. Kimmel
<TABLE>
<S> <C> <C>
/ / FOR all nominees listed. OR / / Withholding authority to vote for all nominees
listed above.
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee or
nominees, write their name(s) here.
- --------------------------------------------------------------------------------
2. Ratify the Appointment of Price Waterhouse LLP as Independent Auditors.
/ / FOR / / AGAINST / / ABSTAIN
- --------------------------------------------------------------------------------
<PAGE> 12
- --------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS
REVOKED, THIS PROXY SHALL TERMINATE ON NOVEMBER 1, 1996, THE DAY AFTER THE
STOCKHOLDERS MEETING, OR IF THE MEETING IS CONTINUED OR ADJOURNED, THE DAY AFTER
CONTINUATION OR ADJOURNMENT. IF NO SPECIFIC DIRECTION IS GIVEN, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED IN PROPOSAL 1 AND
FOR PROPOSAL 2.
Dated __________________ , 1996
-------------------------------
(Signature)
-------------------------------
(Signature)
Where there is more than one
owner, each should sign. When
signing as an attorney,
administrator, executor,
guardian or trustee, please add
your full title as such. If
executed by a corporation or
partnership, the proxy should
be signed in the corporate or
partnership name by a duly
authorized officer or other
duly authorized person,
indicating such officer's or
other person's title.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
