<PAGE> 1
PRINCETON DENTAL MANAGEMENT CORPORATION
7421 W. 100th Place, Bridgeview, Illinois 60455
_________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on August 15, 1997
_________________
To Shareholders of Princeton Dental Management Corporation:
Notice is hereby given that the annual meeting of shareholders of
Princeton Dental Management Corporation (the "Company") will be held at
Princeton Dental Management Corporation, 7421 West 100th Place, Bridgeview,
Illinois, on Friday, August 15, 1997 at 3:00 p.m. Central Daylight Time for the
following purposes:
1. To elect five directors of the Company to hold office until
the next annual meeting of shareholders or until their successors
have been duly elected;
2. To ratify the appointment by the Board of Directors of
Kirkland, Brakeman, Russ, Murphy and Tapp as the independent
auditors of the Company for fiscal year 1997;
3. To amend the Certificate of Incorporation to effect a five-to-
one reverse split of the Company's common stock; and
4. To transact such other matters as may properly come before the
annual meeting or any adjournment thereof.
The close of business as of July 11, 1997, has been fixed as the record
date for the meeting. All shareholders of record at that date are entitled to
vote at the meeting. A list of shareholders of record as of the record date
will be available for examination by shareholders prior to the annual meeting
at the offices of the Company, currently located at 7421 W. 100th Place,
Bridgeview, Illinois, 60455.
By the order of the Board of Directors,
Secretary
ALL HOLDERS OF COMMON STOCK ARE URGED TO FILL IN AND SIGN THE ENCLOSED PROXY
AND RETURN IT TO THE COMPANY. PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU SHOULD BE PRESENT AT THE MEETING
AND DESIRE TO VOTE IN PERSON OR FOR ANY REASON DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE IT IS VOTED.
<PAGE> 2
PRINCETON DENTAL MANAGEMENT CORPORATION
7421 W. 100th Place, Bridgeview, Illinois 60455
____________________
PROXY STATEMENT
___________________
ANNUAL MEETING OF THE SHAREHOLDERS
August 15, 1997
_____________________
SOLICITATION AND VOTING
The enclosed proxy, to be used at the annual meeting of shareholders to
be held on August 15, 1997, is solicited by, and on behalf of, the Board of
Directors of Princeton Dental Management Corporation (the "Company"). If a
proxy is properly executed and returned in the form enclosed, shares
represented thereby will be voted in favor of the proposals to be acted upon,
except to the extent other directions are given in the proxy. Any other
matters which may properly come before the annual meeting will be considered
and voted upon at the discretion of the proxy holder.
Any shareholder who executes a proxy may revoke it at any time before it
is voted by notifying the Secretary of the Company in writing of the revocation
or by oral notice to the presiding officer during the annual meeting.
Expenses incurred in connection with the solicitation of proxies will be
paid by the Company. Upon request the company will reimburse brokers, dealers,
and banks or their nominees, for reasonable expenses incurred in forwarding
copies of the proxy material and annual report to the beneficial owners of
share which such persons hold of records. Solicitation of proxies will be made
principally by mail. Proxies may also be solicited in person, or by telephone
or telegraph, by officers and regular employees of the Company.
This proxy material along with the Company's annual report for Form 10-
KSB is being mailed to shareholders on or about July 14, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shareholders entitled to notice of, and
to vote at, the Annual Meeting has been fixed by the Company's Board of
Directors as July 11, 1997, and each shareholder of record as of the close of
business on that date shall be entitled to cast one vote for each share of
Common Stock registered in his or her name. At July 11, 1997, there were
10,122,323 shares of common stock (net of treasury shares).
Each share of Common Stock entitles its holder to one vote on the matters to be
considered by shareholders at the annual meeting.
<PAGE> 3
The following tables set forth the number of shares of the Common Stock
beneficially owned as of June 1, 1997, by directors, officers and persons
known by the Company to own more than five percent of the Company's outstanding
Common Stock. For purposes of this Proxy Statement, beneficial ownership of
securities is defined in accordance with the rules of the Securities and
Exchange Commission and generally includes the power to vote or dispose of
securities, irrespective of any economic interest therein.
CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
---------------- ----------------------- --------
<S> <C> <C>
Amsterdam Equities Limited 1,719,855(1) 16.9%
404 East Bay Street
Nassau, N.P., Bahamas
Frank Leonard Laport 596,097(1) 5.9%
7421 W. 100th Place
Bridgeview, IL 60455
Director, Chairman, CEO
Terry D. Gingle 548,596(2) 5.4%
5226 West Shore Dr.
New Port Richey, FL 34652
</TABLE>
1) Does not include full conversion and dilution of Series A Stock and
Convertible Debt currently held by Amsterdam Equities Limited and Mr.
Laport. Conversion of this Series A Stock and Convertible Debt could
result in Amsterdam Equities and Mr. Laport holding, in the aggregate, in
excess of 50% of the Class.
(2) Includes 65,000 shares held of record by Vickie Gingle.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
---------------- ----------------------- --------
<S> <C> <C>
Frank Leonard Laport 596,097(1) 5.9%
7421 W. 100th Place
Bridgeview, IL 60455
Director, Chairman, CEO
Gary A. Lockwood 204,061(2) 2.0%
12752 Stark Road
Livonia, MI 48150
Director, President, COO
George B. Collins 0(3) 0%
One North LaSalle
Chicago, IL 60602
Director
All officers as a group 800,158(1)(2)(3) 7.9%
</TABLE>
<PAGE> 4
(1) Does not include full conversion and dilution of Series A Stock and
Convertible Debt currently held by Amsterdam Equities Limited and Mr.
Laport. Conversion of this Series A Stock and Convertible Debt could
result in Amsterdam Equities and Mr. Laport holding, in the aggregate, in
excess of 50% of the Class.
(2) Total shares held by the Island Group.
(3) Not included in this number is 1,719,855 shares held by Amsterdam
Equities Limited, which can under certain circumstances, be voted by
George B. Collins as Amsterdam Equities Limited's Attorney-in-Fact.
All of the above information was obtained from records available to the
company as of the date of this letter and to the best knowledge of the Company
and the nominees for election as directors, on the record date, no other person
owned beneficially more than 5% of the outstanding Common Stock of the Company.
EXECUTIVE AND DIRECTOR COMPENSATION
The following table sets forth the compensation earned from the Company for the
last three fiscal years to the Company's Chief Executive officer and to those
executive officers whose compensation exceeded $100,000 in any of the last
three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other Annual Restricted Options LTIP All Other
Name and Principal Position Year Salary ($) Compensation Stock SARS Payouts Compensation
- --------------------------- ---- ---------- ------------ ----- ---- ------- ------------
Awards (#) (#)
------ --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Terry D. Gingle 1996 0 0 0 0 0 0
Former Chairman of the Board 1995 0 0 0 0 0 0
and Chief Executive Officer 1994 173,763 0 0 0 0 0
(through 1995)
Oscar L. Hausdorff 1996 0 0 0 0 0 0
Former President and Chief 1995 0 0 0 0 0 0
Operating Officer 1994 124,742 0 0 0 0 0
(President through 1/95)
Kurt E. Anderson 1996 0 0 0 0 0 0
Former President 1995 53,717 0 0 0 0 0
(President 1/95 to 10/95) 1994 0 0 0 0 0 0
Charles R. Mitchell 1996 44,000 0 50,000(1) 0 0 0
Former President 1995 0(1) 0 0(1) 0 0 0
(President 10/95 to 8/96) 1994 0 0 0 0 0 0
Gary A. Lockwood 1996 117,000 0 0 100,000 0 0
President and 1995 97,000(2) 3,731(2) 0 0 0 0
Chief Operating Officer 1994 0 0 0 0 0 0
(President 8/96 to Present)
Frank Leonard Laport, Esq. 1996 0(3) 0(3) 0(3) 0(3) 0 0
CEO & Chairman of the Board 1995 0 0 0 0 0 0
(8/96 to Present) 1994 0 0 0 0 0 0
</TABLE>
<PAGE> 5
(1) Dr. Mitchell was awarded 50,000 shares of Common Stock in connection
with the execution of his employment contract dated January 1996. Dr.
Mitchell received no direct compensation in the form of salary or
consulting fees directly during 1995. However, Stratum Management Inc., a
company Dr. Mitchell was affiliated with prior to his appointment as
President, had been paid $35,833 per month in the form of consulting fees
during 1995 and $41,000 per month during 1996. In addition, Stratum
received warrants to purchase 600,000 shares (subsequently reduced to
388,000 shares) of Company common stock at an exercise price of $1.00.
Dr. Mitchell's wife and siblings remained shareholders and employees of
Stratum during Dr. Mitchell's tenure with the Company.
(2) Compensation received was primarily for the management of Dental Labs.
G. Lockwood did not receive compensation in an executive officer capacity
during 1995.
(3) Mr. Laport currently serves without direct compensation, although a
compensation committee has been formed to develop a compensation package
for Mr. Laport. In addition, Mr. Laport is a member of the Investor Group
along with Amsterdam Equities Limited.
OPTIONS AND WARRANTS GRANTS
As of June 1, 1997 options to purchase an aggregate of 412,000 shares of
Common Stock at exercise prices ranging from $4.00 to $0.87 had been granted
and were outstanding under the Company's 1993 Incentive and Non-Statutory Stock
Option Plan. The dates such options were granted range from June 3, 1993 to
June 6, 1996. Options to purchase 10,000 shares were granted to Mr. Anderson,
the Company's former Interim CEO and President on July 13, 1994. Such options
vest ratably over a three-year period (in advance), are exercisable at a price
of $2.00 per share, and expire in 1998.
In March 1996 the Company issued options under the 1993 Incentive and
Non-Statutory Stock Option Plan to Seymour Kessler and John Hagan, both
directors of the Company at the time of issuance. The original option
Agreement entitled Kessler and Hagan to 125,000 options each to be exercised at
the market price as of March 21, 1996 at intervals consistent with the Stock
Option Plan. In July 1996, the option agreements were amended to reduce the
options granted to Kessler and Hagan from 125,000 options each to 81,000
options each as a condition of a certain letter agreement.
In March 1996, the Company issued warrants to purchase up to 600,000
shares of Common Stock to Stratum Management, Inc., a consulting company under
contract at the time, at an exercise price of $1.00 per share. The warrants
expire December 31, 1998. In July 1996, the Warrant Agreement was amended to
reduce the number of warrants available from 600,000 to 388,000 as a condition
of a certain letter agreement.
In June 1996, Gary Lockwood was issued options to purchase 100,000 shares
of common stock under the 1993 Incentive and Non-Statutory Stock Option Plan.
The price is based on the Company's trading price between June 1, 1996 through
August 31, 1996 and are exercisable in intervals of 25,000 per year beginning
January 1, 1997 through January 1, 2000, and expire January 1, 2003. Mr.
Lockwood's employment agreement with the Company and Mason Dental Midwest,
Inc., its wholly owned subsidiary, also provides for annual compensation of
$109,000 per annum.
OPTIONS EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
As of December 31, 1996, no options have been exercised or have a year end
value.
<PAGE> 6
COMPENSATION OF OUTSIDE DIRECTORS
The company pays a fee of $1,000 per meeting date to each director who is
not employed by the company. Each director is entitled to reimbursement for
all reasonable expenses incurred by such director in connection with his duties
as a director. For the fiscal year ended December 31, 1996 fees and expenses
owed to directors amounted to approximately $4,000.
ELECTION OF DIRECTORS
Five directors are to be elected by the shareholders of the company to
hold office until the annual meeting of shareholders for fiscal year 1997 or
until their respective successors have been elected. It is intended that
proxies granted by shareholders in the form enclosed be voted, unless otherwise
directed, in favor of electing the following persons as directors: Frank
Leonard Laport, George B. Collins, Gary A. Lockwood, Dr. Zigmund C. Porter, and
Dr. Richard S. Sokol. Election of the directors requires the favorable vote by
the holders of a majority of the outstanding shares of common stock present in
person or represented by proxy and entitled to vote thereon at the meeting. In
the event any nominee named herein for election as a director at the annual
meeting is not available or willing to serve when the election occurs, proxies
in the accompanying form may be voted for a substitute nominated by the Board.
Messrs. Laport, Collins and Lockwood have served as directors of the Company
since August 9, 1996.
INFORMATION REGARDING DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
The following table and commentary sets forth information about each of the
nominees.
<TABLE>
<CAPTION>
First Became Beneficially Owned Beneficially Owned
Employment Age a Director Number of Shares Percent of Shares
- ---------- --- ---------- ---------------- -----------------
<S> <C> <C> <C> <C>
Frank Leonard Laport 56 8/9/96 596,097(1) 5.9%
George B. Collins 65 8/9/96 0(2) 0.0%
Gary A. Lockwood 50 8/9/96 204,061(3) 2.0%
Dr. Zigmund C. Porter 59 - 0 0.0%
Dr. Richard S. Sokol 56 - 0 0.0%
</TABLE>
(1) Does not include full conversion and dilution of Series A Stock and
convertible debt currently held by Amsterdam Equities Limited and Mr.
Laport. Conversion of this Series A Stock and Convertible Debt could
result in Amsterdam Equities and Mr. Laport holding, in the aggregate, in
excess of 50% of the Class.
(2) Does not consider Amsterdam Equities Limited stock for which Mr.
Collins holds a power of attorney.
(3) Total shares held by the Island Group.
FRANK LEONARD LAPORT. Mr. Laport, born Chicago, Illinois, March 8, 1941,
admitted to the Bar: 1966, Illinois; 1969, Florida; 1974, Indiana; 1966, U.S.
Tax Court; 1967, U.S. District Court, Northern District of Illinois; 1969, U.S.
District, Southern District of Florida; 1974, U.S. District, Southern District
of Indiana; U.S. Supreme Court. Licensed as Illinois Real Estate Broker on
July 1, 1964. Earned the Certified Commercial Investment Member (C.C.I.M.)
designation of the Realtors National Marketing Institute, an affiliate of the
National Association
<PAGE> 7
of Realtors in 1983. Education: Elmhurst College (B.S., in B.A., 1963);
DePaul University, Law School (J.D. 1966). Director, Chairman, and CEO of the
Company since August, 1996.
GEORGE B. COLLINS. Mr. Collins, Born Kansas City, Missouri, April 23, 1931;
admitted to bar, 1953, Arkansas; 1955 Illinois; 1970, U.S. Tax Court; 1972,
U.S. Supreme Court; 1982, U.S. District Court, Northern District of Illinois,
Trial Bar; U.S. Court of Appeals, Second, Seventh and Ninth Circuits.
Education: Arkansas A. & M. College (B.S. 1952); University of Arkansas
(LL.B., 1954). Omicron Delta Kappa. Associate Editor, Arkansas Law Review,
1951-1952. Author: "Usury," 8 Arkansas Law Review, September 1954. Teaching
Associate, Northwestern University School of Law, 1954-1955. co-author:
"Defending White Collar Crimes," Practicing Law Institute 1976; "White Collar
Crimes; Defense Strategies", Practicing Law Institute, 1977; "White Collar
Crimes:, Practicing Law Institute, 1978; "White Collar Crimes." Practicing Law
Institute, 1980. Member: Chicago (Member, 1955-1978, Vice Chairman, 1967 and
Chairman, 1968, Committee on Legal Education, Member, Committee on Professional
Fees, 1966; Vice Chairman, 1973; 1974-1975; Chairman, 1975, Committees on:
Environmental Law, 1973; Circuit Court Operations, 1976. Member 1976-1986,
Vice Chairman, 1979-1980; 2981 and chairman 1980-1981, Lawyers Referral Plan
Committee), Illinois State, Arkansas and American Bar Associations. Director
of the Company since August, 1996.
GARY A. LOCKWOOD. Mr. Lockwood was named Chief Operating Officer of Princeton
Dental Management Corporation in June, 1996, and as President and Director in
August, 1996. In this capacity, he is responsible for all PDMC operating units
in Michigan. Previously he served as Chief Executive Officer of the
corporation's dental laboratory in Michigan. Mr. Lockwood brings to his post
more than 20 years of dental management experience as owner of Michigan-based
Mason Dental, Inc. one of the nation's largest manufacturers of dental
prosthetics. Prior to the company's acquisition by PDMC, he served as
President and Director of Diversified Dental Services, a wholly owned
subsidiary of Mason Dental. Mr. Lockwood has held executive positions and
directorships with realty, financial management and banking organizations. A
Michigan native, he is a graduate of Northern Michigan University with a degree
in business administration.
DR. ZIGMUND C. PORTER. Dr. Porter, born Chicago, Illinois, April 20, 1938.
Dr. Porter received his B.S. from the University of Illinois in 1960 and his
D.D.S. from the University of Illinois in 1962. Dr. Porter also received a
Certificate of Periodontics and Oral Medicine from Tufts University School of
Dental Medicine, Boston, in 1962-64. Dr. Porter has been a licensed
periodontist for over 25 years and has held numerous teaching and hospital
positions, including serving as Professor of Periodontics, University of
Illinois, and Director of Post Graduate Periodontics from 1964-85, and holding
positions at Hinsdale Hospital, MacNeal Hospital, Illinois Masonic Hospital and
the University of Illinois. Dr. Porter has given numerous lectures and has
received a number of citations and awards for his work in the dental field.
<PAGE> 8
DR. RICHARD S. SOKOL. Dr. Sokol, born New Britain, Connecticut, 1941. Dr.
Sokol received his B.A. from the University of Michigan in 1962 and his D.M.D.
from Case Western Reserve Dental School in 1970. Dr. Sokol owned and operated a
private dental practice in Pennsylvania and has successfully owned and operated
dental clinics and private practices. In 1995, Dr. Sokol relocated to Fort
Lauderdale, Florida, where he has worked for Princeton Dental Management
Corporation and the Florida Dental Team, P.A. in a variety of positions.
<PAGE> 9
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's Directors and Executive Officers, and persons who own more than 10%
of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") and the NASDAQ System, initial reports of ownership and
reports of changes in ownership of Common Stock. In addition these individuals
are also required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, during the two (2)
fiscal years ended December 31, 1996, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than 10% beneficial
owners were complied with.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held under ten meetings with all
members in attendance during fiscal year 1996. The Board does not have a
nominating committee for recommending to shareholders candidates for positions
on the Board of Directors.
APPOINTMENT OF INDEPENDENT AUDITORS
Kirkland, Brakeman, Russ, Murphy & Tapp was appointed as the company's
independent auditors for fiscal year 1994 and has continuously served in that
capacity. The Board of Directors of the Company, upon the recommendation of
the Audit Committee, recommend that Kirkland, Brakeman Russ, Murphy & Tapp be
retained as the Company's auditors for fiscal year 1997. Kirkland, Brakeman,
Russ, Murphy & Tapp has advised the Audit Committee that neither the firm nor
any of its partners or staff, has any direct financial interest in the Company
or any of its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
FIVE-TO-ONE REVERSE STOCK SPLIT
The Board of Directors, on June 23, 1997, unanimously adopted a resolution
authorizing and declaring, subject to the approval by the shareholders of the
Company, an Amendment to the Restated Certificate of Incorporation so as to
provide for a five-to-one reverse split of the Common Stock of the Company
effective as of the close of business on the date in which the amendment is
filed and recorded with the Secretary of State of Delaware. The affirmative
vote of the shareholders of the Company is required for the adoption of the
Amendment to the Restated Certificate of Incorporation.
The purpose of the reverse stock split is to reduce the 10,122,323 shares
of Common Stock of the Company, par value $0.0001 per share, either issued or
outstanding or held by the Company as treasury stock, into 2,024,465 fully-paid
and non-assessable shares and to make the capital structure of the Company more
realistic.
If the reverse stock split is approved, the shareholders of the company,
immediately after the Amendment becomes effective, should mail their
certificates, representing their shares in the Company, to the Continental
Stock Transfer & Trust Company, as transfer agent for the
<PAGE> 10
Company, in order that a new certificate (giving effect to the reverse stock
split) can be issued. No certificate for fractional shares of the Company will
be issued, but the transfer agent will aggregate all the fractional share
interests and the shares resulting from the aggregation will be sold by the
transfer agent and the net proceeds received from the sale will be distributed
among the holders of the fractional interests in the shares as their interest
appears.
Proxies solicited by the Board of Directors will be so voted unless
shareholders specify otherwise in their proxies. Approval requires a favorable
vote by the holders of the majority of the outstanding common stock present in
person or represented by proxy and entitled to vote thereon at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
OTHER MATTERS
The Board of Directors know of no other matters which are likely to be
brought before the annual meeting. If any matters are brought before the
meeting, however, Frank Leonard Laport, who is chairman of the Board of
Directors of the Company and the proxy agent named in the enclosed proxy, will
vote on such matters in accordance with his best judgment.
SHAREHOLDER PROPOSALS
Any proposal which a stockholder intends to present at the annual meeting
of shareholders for fiscal year 1997 must be received by the company by January
1, 1998, in order to be considered for inclusion in the proxy statement and form
of proxy relating to such meeting.
By Order of the Board of Directors
Secretary
<PAGE> 11
PRINCETON DENTAL MANAGEMENT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Frank Leonard Laport, Chairman of the Board of
Directors of Princeton Dental Management Corporation (the "Company"), as Proxy
for the undersigned, to vote all shares of Common Stock the undersigned in
Princeton Dental Management Corporation with all the powers that the
undersigned would have if personally present, at the Annual Meeting of
Shareholders of Princeton Dental Management Corporation, to be held at the
corporate offices of Princeton Dental Management Corporation, 7421 W. 100th
Place, Bridgeview, Illinois, at 3:00 p.m., Central Daylight Time, August 15,
1997 and at any adjournment thereof.
1. TO ELECT five Directors to hold office until the next Annual Meeting of
shareholders and until their successors have been duly elected and
qualified
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
to vote for the
nominees listed below
(Except as marked to the contrary below)
INSTRUCTIONS: To withhold authority to vote for an individual nominee,
strike a line through the nominee's name in the list below.
<TABLE>
<S> <C> <C>
Frank Leonard Laport, Esq. Gary A. Lockwood Dr. Zigmund C. Porter
George B. Collins, Esq. Dr. Richard S. Sokol
</TABLE>
2. TO RATIFY the appointment of Kirkland, Brakeman, Russ, Murphy & Tapp,
independent certified public accountants, as the Company's independent
auditors for fiscal year 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO AMEND the Certificate of Incorporation of the Company to effect a
five-to-one reverse split of the Company's Common Stock
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. TO TRANSACT such other business as may properly come before the meeting
or any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this Proxy will be
voted for each of the Proposals set forth above.
Please sign exactly as name appears below. When shares
are held by joint tenants, both should sign. When
signing as attorney, as executor, administrator or
trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
__________________________
Signature
__________________________
Signature, If Held Jointly
DATED:____________ , 1997
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 12
Affidavit of Mailing
State of New York )
)
County of New York )
___________________ being duly sworn, deposes and says:
I am Assistant Secretary of Continental Stock Transfer & Trust Company, 2
Broadway, New York, NY 10004, the Transfer Agent for Princeton Dental
Management Corporation and I have supervision over the records and operations
of such transfer agent.
On the ____ day of ____________, 19____, I caused to be mailed at the Post
Office regularly maintained by the United States Government at the Church
Street Station in the Borough of Manhattan, City and State of New York, to each
owner of record appearing as such on the books kept by Continental Stock
Transfer & Trust company in its office as such transfer agent of common the
stock as of the close of business on the ________ day of _________, 19___, the
following described paper (s) {of which specimen(s) (is) (are) attached hereto}
a copy of (each of) which was enclosed in an envelope, postage prepaid,
addressed to each such owner at the proper address appearing from such books or
records:
"A" Form of Proxy
"B" Notice of Meeting & Proxy Statement
"C" Annual Report
"D" Business Reply Envelope
_____________________________
SWORN TO BEFORE ME THIS
_______ day of ____________, 199 ___
_________________________________
