<PAGE>
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
Lukens Medical Corporation
- --------------------------------------------------------------------------------
(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] No fee required.
[_] 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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(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):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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[_] 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:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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Notes:
<PAGE>
LUKENS MEDICAL CORPORATION
3820 Academy Parkway North NE
Albuquerque, New Mexico 87109
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------
TO BE HELD JUNE 6, 1997
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Lukens
Medical Corporation (the "Company") will be held at The Pyramid Hotel, 5151 San
Francisco Rd., N.E., Albuquerque, New Mexico 87109 on June 6, 1997 at 9:00 a.m.,
local time, for the following purposes:
1. To elect a Board of three Directors to serve until the next annual
meeting of stockholders or until their successors are elected and
qualified;
2. To ratify the appointment by the Board of Directors of Neff & Company as
the independent auditors of the Company to examine and report on its
financial statements for the fiscal year beginning January 1, 1997; and
3. To consider and take action upon such other matters as may properly come
before the meeting and any adjournment or adjournments thereof.
The close of business on April 25, 1997 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting. The transfer books of the Company will not be closed.
All stockholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are respectfully requested to sign, date and
return the enclosed proxy promptly in the accompanying envelope which requires
no postage if mailed in the United States.
By Order of the Board of Directors,
Robert S. Huffstodt, Chief Executive Officer
April 30, 1997
<PAGE>
LUKENS MEDICAL CORPORATION
3820 ACADEMY PARKWAY NORTH NE
ALBUQUERQUE, NEW MEXICO 87109
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Lukens Medical Corporation (the "Company") of proxies
to be voted at the Annual Meeting of Stockholders to be held at The Pyramid
Hotel, 5151 San Francisco Rd., N.E., Albuquerque, New Mexico 87109, on June 6,
1997, at 9:00 a.m., local time, and at any adjournment or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Any stockholder giving such a proxy may revoke it by written
notice to the Secretary of the Company at the above-stated address at any time
before it is exercised. Attendance at the meeting will not have the effect of
revoking the proxy unless such written notice is given, or unless the
stockholder votes by ballot at the meeting.
The approximate date on which this Proxy Statement and the accompanying
form of proxy will first be sent or given to the Company's stockholders is April
30, 1997.
VOTING SECURITIES
Only holders of shares of Common Stock, $.01 par value per share (the
"Common Stock"), of record at the close of business on April 25, 1997 are
entitled to vote at the meeting. On the record date, the Company had issued and
outstanding 2,725,653 shares of Common Stock. Each outstanding share of Common
Stock is entitled to one vote upon all matters to be acted upon at the meeting.
A majority in interest of the outstanding Common Stock represented at the
meeting in person or by proxy shall constitute a quorum. The affirmative vote of
a plurality of the shares present in person or represented by proxy at the
meeting and entitled to vote is necessary to elect the nominees for election as
directors and a majority of shares present in person or represented by proxy and
entitled to vote is necessary to ratify selection of Neff & Company as the
Company's independent auditors. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. If a stockholder, present in person or by proxy, abstains on any
matter, the stockholder's Common Stock will not be voted on such matter. Thus,
an abstention for voting on any matter has the same legal effect as a vote
"against" the matter even though the stockholder may interpret such action
differently. Broker non-votes are not counted for any purpose in determining
whether a matter has been approved.
If the enclosed proxy is properly executed and returned, the Common
Stock represented thereby will be voted in accordance with the instructions
thereon. If no instructions are indicated, the Common Stock represented thereby
will be voted (i) FOR the election of the nominees set forth under the caption
"Election of Directors", and (ii) FOR ratification of Neff & Company as the
independent auditors of the Company for fiscal 1997.
Your vote is important. Accordingly, you are urged to sign and return
the accompanying proxy whether or not you plan to attend the meeting. If you do
attend, you may vote by ballot at the meeting, thereby canceling any proxy
previously given.
<PAGE>
PRINCIPAL STOCKHOLDERS
Set forth below is information concerning stock ownership of all persons
known by the Company to own beneficially 5% or more of the outstanding shares of
Common Stock of the Company, based on information provided to the Company, each
Director of the Company, the Named Executive Officer (as hereinafter defined)
and all Executive Officers and Directors of the Company as a group as of March
31, 1997:
<TABLE>
<CAPTION>
Name and Address of Nature and Amount of Percentage of
Beneficial Owner Beneficial Owner (1) Class
- ------------------- ----------------------- -------------
<S> <C> <C>
John H. Robinson 886,000(2) 28.2%
RJH Enterprises
260 Townsend Street
2nd Floor
San Francisco, CA 94107
Robert L. Priddy 325,000(3) 11.9%
ValueJet Airlines, Inc.
1800 Phoenix Blvd.
Suite 126
Atlanta, GA 30349
Robert S. Huffstodt 61,742(4) 2.2%
Lukens Medical Corporation
500 Laser Road
Rio Rancho, NM 87124
All executive officers and directors 1,281,280(5) 39.8%
as a group (4 persons)
</TABLE>
_______________________
* Less than 1%.
(1) Unless otherwise indicated below, the persons in the above table have sole
voting and investment power with respect to shares of Common Stock
beneficially owned by them.
(2) Includes immediately exercisable warrants to purchase 415,000 shares of
Common Stock.
(3) Includes immediately exercisable warrants to purchase 15,000 shares of
Common Stock.
(4) Includes options exercisable within 60 days to purchase 58,685 shares of
Common Stock. Does not include options to purchase 139,161 shares of Common
Stock not exercisable within 60 days.
(5) See footnotes 2 through 4 hereof. Also includes options to purchase 8,538
shares of Common Stock owned by Scott Henderson.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
---------------------
At the meeting, three Directors will be elected by the stockholders to
serve until the next annual meeting or until their successors are elected and
qualified. As the size of the Board of Directors is currently set at five
persons and only three persons have been nominated to serve as Directors
following the annual meeting, it is likely that the Directors will at some time
thereafter seek to fill such vacancies. The accompanying proxy will be voted for
the election as Directors of the nominees listed below, all of whom are
currently Directors, unless the proxy contains contrary instructions. The
proxies cannot be voted for a greater number of persons than the number of
nominees named. Management has no reason to believe that any of the nominees
will not be a candidate or will be unable to serve as a Director. However, in
the event that any of the nominees should become unable or unwilling to serve as
a Director, the proxy will be voted for the election of such person or persons
as shall be designated by the Directors.
Set forth below is certain information with respect to each nominee:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company
- ---- --- -----------------------------------
<S> <C> <C>
John H. Robinson 74 Chairman of the Board
Robert S. Huffstodt 38 President, Chief Executive Officer,
Chief Financial Officer and Director
Robert L. Priddy 50 Director
</TABLE>
JOHN H. ROBINSON, a director of the Company since April 17, 1995 and
Chairman of the Board since July 6, 1995, is a private investor and since 1993
has been an executive officer and director of Commonwealth Associates Management
Company, Inc., the sole general partner of Commonwealth Associates, an
investment banking firm in New York. Prior to that time, Mr. Robinson was
President, Chairman and Chief Executive Officer of the Harper Group, a freight
forwarding company. Mr. Robinson is on the Board of Directors of Intercargo,
Inc., Lottery Enterprises, Inc. and The Harper Group.
ROBERT S. HUFFSTODT has been President and Chief Executive Officer of
the Company since November 4, 1994, a director of the Company since November
1992 and Chief Financial Officer since April 1987. He also served as Chairman of
the Board from March 1, 1995 through July 6, 1995. Mr. Huffstodt joined the
Company as Controller in October 1983.
ROBERT L. PRIDDY, a director of the Company since March 1, 1995, is the
Chairman of Valuejet Airlines, Inc., which he co-founded in 1993. From 1991
through 1993, Mr. Priddy was President of Florida Gulf Airlines.
All directors hold office until the next annual meeting of stockholders
and until their successor are duly elected and qualified. Officers are elected
to serve, subject to the discretion of the Board of Directors, until their
successors are appointed.
The Board of Directors held six meetings during the last fiscal year.
None of the directors attended fewer than 75% of the number of meetings of the
Board of Directors or any committee of which he is a member held during the
period in which he was a director or a committee member, as applicable.
The Compensation Committee, currently consisting of Mr. John H. Robinson
and Mr. Robert L. Priddy, reviews and recommends to the Board of Directors the
compensation and benefits of all officers of the
3
<PAGE>
Company, reviews general policy matters relating to compensation and benefits of
employees of the Company, and administers the issuance of stock options to the
Company's employees, directors and consultants. The Compensation Committee held
one meeting during the last fiscal year. The Audit Committee, currently
consisting of Mr. Priddy and Mr. Robinson, meets with management and the
Company's independent accountants to determine the adequacy of internal controls
and other financial reporting matters. The audit committee held one meeting
during the last fiscal year. There is no nominating committee of the Board of
Directors.
Directors receive no compensation for their services to the Company as
directors, but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors.
Set forth below is certain information with respect to each Executive
Officer of the Company:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company
- ---- --- --------------------------------
<S> <C> <C>
Robert S. Huffstodt 38 President, Chief Executive Officer,
Chief Financial Officer and Director
Scott Henderson 50 Vice President -- Development &
Engineering, Secretary and Treasurer
</TABLE>
Scott Henderson joined the Company as Director of Engineering in July
1988 and has been Vice President - Development and Engineering since May 1991
and Secretary and Treasurer since January 10, 1995.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Based on the
Company's review of reports filed by Directors, Executive Officers and 10%
shareholders of the Company on Forms 3, 4 and 5 pursuant to Section 16 of the
Securities and Exchange Act of 1934, all such reports were filed on a timely
basis during fiscal year 1996 except that (i) Scott Henderson failed to timely
file one form 4 to reflect the exercise of certain employee stock options (which
filing has since been made), (ii) Robert C. Priddy failed to timely file one
Form 4 to reflect the grant of certain warrants (which filing has since been
made), and (iii) John H. Robinson failed to timely file one Form 4 to reflect
the grant of certain warrants (which filing has since been made).
4
<PAGE>
EXECUTIVE COMPENSATION
The following summary compensation table sets forth information with
respect to the aggregate compensation paid and accrued by the Company for
services rendered in all capacities to the Company during the years ended
December 31, 1994, 1995 and 1996 for the Company's Chief Executive Officer (the
"Named Executive Officer"). No other Executive Officer of the Company received
annual compensation from the Company in excess of $100,000 for the year ended
December 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Other Options Compensation(1)
- --------------------------- ---- ------ ----- ----- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Huffstodt, 1996 $148,500 -- -- 30,000 $4,455
President and Chief 1995 135,000 -- -- 45,000 4,050
Executive Officer 1994 88,348 -- -- 22,846(2) 2,650
</TABLE>
___________________
(1) Represents Company contributions to 401(k) Plan.
(2) Represents repriced options.
EMPLOYMENT AGREEMENT. On January 10, 1995, the Company entered into a
new employment agreement with Robert S. Huffstodt, the Company's President and
Chief Executive Officer. The Employment Agreement has a term of three years and
automatically renews for successive one-year terms thereafter unless notice to
not renew is provided not less than six months prior to the end of such term.
Mr. Huffstodt is currently paid a salary of $163,350 per annum with increases to
be provided subject to annual review by the Board and based upon a cost of
living adjustment and the net income of the Company. Mr. Huffstodt was granted
options to purchase 15,000 shares of Common Stock (which vest in equal
installments over a four-year period) in connection with the Employment
Agreement and is entitled to receive a bonus of up to 35% of his base salary
based upon the Company achieving certain performance targets established jointly
by Mr. Huffstodt and the Board. Mr. Huffstodt has also agreed to certain
confidentiality provisions and not to directly or indirectly engage in a
competing business or solicit the company's customers or employees for two years
from the termination of his employment with the Company.
1992 STOCK OPTION PLAN. In March 1992, the Company adopted the 1992
Stock Option Plan (the "Plan") which currently covers 850,000 shares of the
Company's Common Stock, pursuant to which officers, directors and key employees
of the company are eligible to receive incentive and/or non-qualified stock
options. The Plan, which expires on March 10, 2002, is administered by the
Compensation Committee. Options granted under the Plan are exercisable for a
period of up to 10 years from the date of grant at an exercise price which is
not less than the fair market value of the Common Stock on the date of the
grant, except that the term of an incentive stock option granted under the plan
to a stockholder owning more than 10% of the outstanding Common Stock may not
exceed five years and its exercise price may not be less than 110% of the fair
market value of the Common Stock on the date of the grant. A total of 538,423
shares of Common Stock are presently subject to outstanding options under the
plan.
5
<PAGE>
The following table sets forth information with respect to grants of
stock options during the year ended December 31, 1996 to the Named Executive
Officer:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted to
Underlying Options Employees in Exercise or
Name Granted Fiscal Year Base Price Expiration Date
- ---- ------------------ ------------------ ---------- ---------------
<S> <C> <C> <C> <C>
Robert S. Huffstodt 30,000(1) 16.2% $3.50 06/18/06
</TABLE>
________________
(1) Vest in equal monthly installments over a four-year period beginning July
18, 1996.
The following table sets forth information with respect to each exercise
of stock options during the year ended December 31, 1996 and the value of
unexercised options at that date for the Named Executive Officer.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE
TABLE
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End at FY-End
on Value Exercisable/ Exercisable/
Name Exercise Received Unexercisable Unexercisable
- ---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Robert S. Huffstodt -- -- 42,534/55,312 $73,660/64,805
</TABLE>
CERTAIN TRANSACTIONS
On April 13, 1995, the Company entered into an agreement with John H.
Robinson, a director of the Company, whereby Mr. Robinson (i) loaned $400,000 to
the Company (the "April Loan"), (ii) agreed to purchase, at the Company's
request at any time prior to March 31, 1996, up to $500,000 of the Company's
Common Stock at the market price at the time of such investment, and (iii) was
issued 400,000 five-year warrants to purchase Common Stock at an exercise price
of $1.10 per share. The April Loan bears interest at the rate of 8% per annum,
and all principal and interest accrued during the term thereof is deferred and
payable on April 15, 1999. Proceeds of the April Loan were used to reduce the
Company's outstanding indebtedness under its line of credit with its lending
bank by $350,000 and the remainder was used for general corporate purposes. On
September 11, 1995, Mr. Robinson loaned the Company an additional $250,000 to
partially finance the payoff of certain capitalized leases in respect of
equipment (the "Buyout Loan"). The Buyout Loan bears interest at the rate of 8%
per annum and all principal and interest accrued during the term thereof is
deferred and payable in October, 1999. On March 5, 1996, Mr. Robinson loaned the
Company $400,000 to fund a portion of the purchase price relating to the
Company's acquisition of three product lines from Ulster Scientific, Inc. (the
"Acquisition Loan"). The Acquisition Loan bears interest at the rate of 10% per
annum and all principal and interest accrued during the term thereof is deferred
and payable on September 5, 2000. Repayment of
6
<PAGE>
the April Loan, the Buyout Loan and the Acquisition Loan are subordinated to the
Company's line of credit with its lending bank. At the request of the Companies
lending bank, the previous maturity dates thereunder were extended for two
additional years to the maturity dates reflected above.
On February 28, 1997, the Company entered into an agreement with John H.
Robinson and Robert L. Priddy , also a director of the Company, whereby Messrs.
Robinson and Priddy loaned the Company an aggregate of $300,000 and agreed to
loan the company an additional $700,000 (the "second tranche") upon the request
of the President of the Company prior to April 30, 1997. Such loans bear
interest at the rate of 10% per annum and if the Second Tranche is funded, will
be repayable on or before May 31, 1998. In the event that the Second Tranche is
not funded in accordance with the terms of the agreement, such loans shall be
repayable on July 15, 1997. In connection therewith, Messrs. Robinson and Priddy
were each issued warrants to purchase 15,000 shares of Common Stock at an
exercise price of $8.25 per share, and , upon funding of the Second Tranche,
will each be issued warrants to purchase an additional 35,000 shares of Common
Stock on the same terms and at the market price at the time of grant. The Second
Tranche has been requested by the Company as of April 30, but has not yet been
funded.
As of March 1, 1996, the Company entered into a consulting agreement
with John H. Robinson, a director of the Company. Such consulting agreement has
a term of one year and thereafter automatically renews for additional one-year
periods unless previously canceled by either party. Mr. Robinson is entitled to
receive approximately $50,000 per year pursuant to the terms of such consulting
agreement. Such consulting agreement is terminable by either party at any time
after the first year upon 60 days' prior written notice. Mr. Robinson's
consulting agreement is still in effect.
PROPOSAL 2
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
---------------------------------------------
The Board of Directors of the Company has designated Neff & Company as
the Company's independent auditors for the current fiscal year and recommends
ratification of their appointment. A representative of Neff & Company is
expected to be present at the annual meeting of stockholders, they will have the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
GENERAL
-------
The management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, proxies
will be voted on these other matters in accordance with the judgment of the
persons voting the proxies. Discretionary authority to vote on such matters is
conferred by such proxies upon the persons voting them.
The Company will bear the cost of preparing, printing, assembling and
mailing all proxy material which may be sent to stockholders in connection with
this solicitation. Arrangements will also be made with brokerage houses, other
custodians, nominees and fiduciaries, to forward soliciting material to the
beneficial owners of the Company's Common Stock held by such persons. The
Company will reimburse such persons for reasonable out of pocket expenses
incurred by them. In addition to the solicitation of proxies by use of the
mails, officers and regular employees of the Company may solicit proxies without
additional compensation, by telephone, telecopier or telegraph. The Company does
not expect to pay any compensation for the solicitation of proxies.
7
<PAGE>
The Annual Report of the Company on Form 10-KSB for the fiscal year
ended December 31, 1996 (the "Annual Report") is being forwarded to all
stockholders together with this proxy statement. The Annual Report, which
includes audited financial statements, does not form any part of the material
for the solicitation of proxies.
The Company will furnish without charge to each person whose proxy is
being solicited, upon written request of any such person, a copy of the Annual
Report as filed with the Securities and Exchange Commission, including the
financial statements and schedules. Requests for copies of such report should be
directed to Robert S. Huffstodt, President, Lukens Medical Corporation, 3820
Academy Parkway North NE, Albuquerque, New Mexico 87109.
STOCKHOLDER PROPOSALS
---------------------
The Annual Meeting of Stockholders for the fiscal year ending December
31, 1997 is expected to be held on or about June 6, 1998, with the mailing of
proxy materials for such meeting to be made on or about April 25, 1998. All
proposals of stockholders intended to be presented at the Company's next Annual
Meeting of Stockholders must be received at the Company's executive office no
later than November 30, 1997 in order to be consulted for inclusion in the proxy
statement and form of proxy related to that meeting.
By Order of the Board of Directors,
John H. Robinson, Chairman
April 30, 1997
8
<PAGE>
LUKENS MEDICAL CORPORATION
3820 ACADEMY PARKWAY NORTH NE
ALBUQUERQUE, NEW MEXICO 87109
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT S. HUFFSTODT with the power to
appoint his substitute, and hereby authorizes him to represent and to vote on
behalf of the undersigned all the shares of common stock par value $.01 per
share (the "Common Stock"), of Lukens Medical Corporation, held of record by the
undersigned on April 25, 1997, at the Annual Meeting of Stockholders to be held
on June 6, 1997 at 9:00 A.M. local time at The Pyramid Hotel, 5151 San Francisco
Rd. N.E., Albuquerque, New Mexico 87109 or any adjournments thereof, hereby
revoking all proxies heretofore given with respect to such shares, upon the
following proposals more fully described in the notice of and proxy statement
for the meeting (receipt whereof is hereby acknowledged).
1. ELECTION OF DIRECTORS
FOR all nominees listed below [_]
WITHHOLD AUTHORITY to vote for nominees listed below [_]
(except as marked to the contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW. THIS PROXY CANNOT BE VOTED
FOR A GREATER NUMBER OF PERSONS THAN THE NUMBER OF NOMINEES NAMED.)
- --------------------------------------------------------------------------------
JOHN H. ROBINSON, ROBERT S. HUFFSTODT, AND ROBERT L. PRIDDY
2. PROPOSAL TO RATIFY AND APPROVE the appointment of Neff & Company as the
Company's independent public accountants for the fiscal year ending December
31, 1997.
[_] For [_] Against [_] Abstain
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly be brought before the meeting.
(continued, and to be executed, on the reverse side)
<PAGE>
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 PROPOSALS 1 AND 2.
Please sign exactly as the name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, 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.
I will [_] will not [_] attend this meeting.
Date: ,1996
----------------------
--------------------------------
SIGNATURE
--------------------------------
SIGNATURE IF HELD JOINTLY
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
