SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant X
Check the appropriate box:
<TABLE>
<S> <C> <C> <C>
X Preliminary Proxy Statement / / Confidential, for Use of the Commission
/ / Definitive Proxy Statement Only (as permitted by Rule 14a-6(e) (2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14A-12
</TABLE>
COMMUNICATIONS AND ENTERTAINMENT CORP.
- --------------------------------------------------------------------------------
(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):
<TABLE>
<S> <C>
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.:
(3) Filing Party
(4) Date Filed:
</TABLE>
<PAGE>
COMMUNICATIONS AND ENTERTAINMENT CORP.
1875 CENTURY PARK EAST
SUITE 2130
LOS ANGELES, CALIFORNIA 90067
October 23, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Communications and Entertainment Corp. (the "Company") to be held on November
22, 1996, at 10:00 a.m., at The New York Marriott Financial Center, 85 West
Street, New York, New York 10006. Notice of the Annual Meeting, the Proxy Card,
and the Company's 1996 Annual Report are enclosed with this Proxy Statement.
This year we are asking you to elect four (4) Directors of the Company to
serve until the 1997 Annual Meeting of Stockholders, to approve amendments to
the Company's Articles of Incorporation providing for a change of name of the
Company and an increase in the number of authorized shares of the Company's
Common Stock, and to ratify the Board of Directors' selection of independent
auditors for the year ending June 30, 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES AND THE
PROPOSALS.
At the Annual Meeting, the Board of Directors will also report on the
Company's affairs and a discussion period will be provided for questions and
comments. The Board of Directors appreciates and encourages stockholder
participation.
Whether or not you plan to attend the Annual Meeting, it is important that
your shares be represented. Accordingly, we request that you complete, sign,
date and promptly return the enclosed proxy in the enclosed postage prepaid
envelope in order to make certain that your shares will be represented at the
Annual Meeting.
Thank you for your cooperation.
Sincerely,
n81813mb.g01,1420,540,H
IRA N. SMITH
Co-Chairman of the Board
<PAGE>
COMMUNICATIONS AND ENTERTAINMENT CORP.
1875 CENTURY PARK EAST
SUITE 2130
LOS ANGELES, CALIFORNIA 90067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 22, 1996
To the Stockholders of Communications and Entertainment Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of COMMUNICATIONS AND ENTERTAINMENT CORP., a Nevada corporation (the
"Company"), will be held at The New York Marriott Financial Center, 85 West
Street, New York, New York 10006, on November 22, 1996 at 10:00 a.m., local
time, for the following purposes:
1. To elect a board of four (4) directors to serve for a term of one (1)
year;
2. To consider and act upon a proposal to amend the Company's Articles
of Incorporation to change the name of the Company from "Communications and
Entertainment Corp." to "Odyssey Pictures Corporation."
3. To consider and act upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of the
Company's Common Stock, par value $.01 per share, from 6,666,666 shares to
40,000,000 shares.
4. To ratify the appointment of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending June 30, 1997; and
5. To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 16, 1996
as the record date for the Meeting. Only stockholders of record on the stock
transfer books of the Company at the close of business on that date are entitled
to notice of, and to vote, at the Meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL IN, DATE, SIGN, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE THAT
IS PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
You may revoke your proxy for any reason at any time prior to the voting
thereof and if you attend the Meeting in person, you may withdraw the proxy and
vote your own shares.
By Order of the Board of Directors
STEPHEN R. GREENWALD
CHIEF EXECUTIVE OFFICER
New York, New York
October 23, 1996
<PAGE>
COMMUNICATIONS AND ENTERTAINMENT CORP.
1875 CENTURY PARK EAST
SUITE 2130
LOS ANGELES, CALIFORNIA
-------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 22, 1996
-------------------
INTRODUCTION
The Proxy accompanying this Proxy Statement is being solicited by the Board
of Directors of Communications and Entertainment Corp., a Nevada corporation
(the "Company"), for use at the 1996 Annual Meeting of Stockholders of the
Company (the "Meeting"), to be held at The New York Marriott Financial Center,
85 West Street, New York, New York 10006, on November 22, 1996 at 10:00 a.m.,
local time, or at any adjournments thereof.
The principal executive offices of the Company are located at 1875 Century
Park East, Suite 2130, Los Angeles, California 90067. The approximate date on
which this Proxy Statement and the accompanying Proxy will first be sent or
given to stockholders is October 23, 1996.
On March 6, 1996, the Company declared a reverse one-for-six stock split
(the "Reverse Split") of its Common Stock, effective on March 18, 1996. All
share amounts and per share prices in this Proxy Statement with respect to the
Common Stock have been adjusted to give effect to the Reverse Split.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on October 16, 1996,
the record date (the "Record Date") for the Meeting, will be entitled to notice
of, and to vote at, the Meeting and any adjournment(s) thereof. As of the close
of business on the Record Date, there were outstanding 2,591,242 shares of the
Company's common stock, $.01 par value (the "Common Stock"). Each outstanding
share of Common Stock is entitled to one vote. A majority of the outstanding
shares of Common Stock present in person or by Proxy is required for a quorum.
VOTING OF PROXIES
Shares of Common Stock represented by Proxies that are properly executed,
duly returned and not revoked will be voted in accordance with the instructions
contained therein. If no specification is indicated on the Proxy, the shares of
Common Stock represented thereby will be voted in accordance with the
recommendations of the Company's Board of Directors (the "Board of Directors")
as indicated in this Proxy Statement. The execution of a Proxy will in no way
affect a stockholder's right to attend the Meeting and vote in person. Any Proxy
executed and returned by a stockholder may be revoked at any time thereafter by
written notice of revocation given to the Secretary of the Company, by execution
of a subsequent Proxy that is presented at the Meeting, or by voting in person
at the Meeting, in any such case, except as to any matter or matters upon which
a vote shall have been cast pursuant to the authority conferred by such Proxy
prior to such revocation. Broker "non-votes" and the shares as to which a
stockholder abstains are included for purposes of determining whether a quorum
of shares is present at a meeting. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner. Broker
"non-
<PAGE>
votes" are not included in the tabulation of the voting results on the election
of directors or issues requiring approval of a majority of the votes cast and,
therefore, do not have the effect of votes in opposition in such tabulations.
Proxies marked as abstaining with respect to the proposals to amend the
Company's Articles of Incorporation and to ratify the appointment of independent
auditors will have the effect of a vote against such proposals.
The cost of solicitation of the Proxies being solicited on behalf of the
Board of Directors will be borne by the Company. In addition to the use of the
mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company and its transfer
agent, Continental Stock Transfer & Trust Company (which will receive a nominal
fee in connection with any such efforts). The Company will, upon request,
reimburse brokerage houses and persons holding shares of Common Stock in the
names of their nominees for their reasonable expenses in sending soliciting
material to their principals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning ownership of Common
Stock, as of October 16, 1996, by each person known by the Company to be the
beneficial owner of more than five percent of the Common Stock, each director
and executive officer and by all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES PERCENTAGE
OF BENEFICIAL OWNER STATUS BENEFICIALLY OWNED OF CLASS
- -------------------------------------------- ------------------- ------------------ ----------
<S> <C> <C> <C>
Jerry Silva................................. -- 133,739(1) 5.16%
P.O. Box 808
Long Beach, NY 11561
Lawrence I. Schneider....................... Director, Nominee 438,434(2) 15.12%
450 Park Avenue
New York, NY 10022
Robert E. Miller, Jr........................ Director, Nominee 177,333(3) 6.57%
900 4th Avenue
Seattle, WA 98164
Ira N. Smith................................ Director, Nominee, 319,018(4) 11.36%
421 W 54th Street President
New York, NY 10019
Stephen R. Greenwald........................ Director, Nominee, 319,018(5) 11.36%
380 Lexington Ave. Chief Exec. Officer
New York, NY 10168
Joshua B. Grode............................. Executive 33,333(6) 1.27%
1875 Century Park East Vice-Pres.
Los Angeles, CA 90067
All Executive Officers & Directors as a 1,287,136(7) 37.06%
Group
(6 Persons)...............................
</TABLE>
- ------------
(1) Includes presently-exercisable options to purchase 1,667 shares of Common
Stock and 1,845 shares of Common Stock held in an individual retirement
account maintained for Mr. Silva's benefit; does not include 12,500 shares
of Common Stock owned by Steven Silva, Mr. Silva's son, as to which shares
Mr. Silva disclaims beneficial ownership.
(2) Includes presently exercisable options to purchase 308,333 shares of Common
Stock, 83,333 of which are held by Global Capital Resources, Inc., an
affiliated corporation.
(3) Includes presently exercisable options to purchase 106,666 shares of Common
Stock; also includes 61,167 shares held jointly with Mr. Miller's wife, and
9,500 shares held in an individual retirement account for Mr. Miller's wife,
as to which latter shares Mr. Miller disclaims beneficial ownership.
(4) Includes presently exercisable options to purchase 216,667 shares of Common
Stock.
2
<PAGE>
(5) Includes presently exercisable options to purchase 216,667 shares of Common
Stock.
(6) Includes presently exercisable options to purchase 33,333 shares of Common
Stock.
(7) Includes presently exercisable options to purchase 881,666 shares of Common
Stock.
CHANGE IN MANAGEMENT CONTROL
A change in the entire Board of Directors of the Company (the "Board")
occurred on April 12, 1995 pursuant to the terms of a Settlement Agreement,
dated as of March 31, 1995 (the "Settlement Agreement"), by and among Robert
Hesse, Shane O'Neil, Lawrence I. Schneider, Henry N. Schneider, Robert E.
Miller, Jr., Russell T. Stern, Jr. (collectively, the "CECO Shareholders
Committee"), the Company, Global Intellicom, Inc., and each of Jerry Silva,
Robert Ferraro, N. Norman Muller, Thomas W. Smith and David A. Mortman
(constituting all the directors of the Company at the time of the execution of
the Settlement Agreement and hereinafter referred to collectively as the "Former
Directors") and others.
As contemplated by the Settlement Agreement, on April 11, 1995, the Former
Directors increased the size of the Board from five to six directors and elected
Henry N. Schneider, a designee of the CECO Shareholders Committee, a new
director effective upon the closing of the Settlement Agreement. The closing of
the Settlement Agreement occurred on April 12, 1995 and, upon the closing, the
resignations of the Former Directors became effective. After the closing, Henry
N. Schneider, as the sole remaining director of the Company, elected Lawrence I.
Schneider, Russell T. Stern, Jr., Patrick J. Haynes, III and Robert E. Miller,
Jr. as new directors of the Company. In addition to the change in the
composition of the Board, the Settlement Agreement provided for the settlement
of all outstanding litigation between the Company and the CECO Shareholders
Committee. The CECO Shareholders Committee was a group of stockholders of the
Company originally formed to effect a change in the Company's management. The
CECO Shareholders Committee disbanded upon the closing of the Settlement
Agreement. Effective September 8, 1995, each of Messrs. Haynes, Henry N.
Schneider and Stern resigned as directors of the Company and were replaced by
Stephen R. Greenwald and Ira N. Smith, each of whom was appointed to the Board
by the remaining members thereof on such date. At a meeting of the Board on
March 6, 1996, the number of Directors was fixed at four (4).
PROPOSAL I--ELECTION OF DIRECTORS
At the Meeting, four (4) directors, constituting the entire Board of
Directors, are to be nominated for election to serve until the 1997 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualify. All nominees for director are currently directors of the Company.
Management has no reason to believe that any of the nominees will not remain a
candidate for election at the date of the Meeting. Should any of the nominees
not then remain a candidate, the Proxies will be voted in favor of those
nominees who remain candidates and may be voted for substitute nominees selected
by the Board of Directors.
Set forth below is information regarding the current ages and business
experience of the current directors of the Company.
STEPHEN R. GREENWALD (56) is Chief Executive Officer and Co-Chairman in the
Office of the Chairman of the Company. Since 1990, Mr. Greenwald has been a
consultant to banks and other clients in the media and film business, most
recently having served as Chief Executive Officer of Vision International, an
international film distribution company based in Los Angeles, from February 1994
through June, 1996. Mr. Greenwald has also been involved in financing and
distributing independently produced motion pictures, including, among others,
"Blue Velvet," "Dune," "King of Comedy,"
3
<PAGE>
"Ragtime," "Crimes of the Heart" and "Manhunter." Together with Ira Smith, Mr.
Greenwald co-produced the film "Amityville II: The Possession."
IRA N. SMITH (56) is President and Co-Chairman in the Office of the Chairman
of the Company. During the period from 1987 through 1994, Mr. Smith served in
various executive capacities (including Chairman, Chief Executive Officer and
Chief Financial Officer) of Music Theater International, an organization which
licenses rights to musicals in secondary markets. During the period from 1988
through June 1995, Mr. Smith also served as Vice-Chairman and Chief Executive
Officer of the Alexander Doll Company ("Alexander"), a manufacturer of
collectible and specialty dolls. In April 1995, Alexander filed a voluntary
petition for bankruptcy under Chapter 11 of the federal bankruptcy laws. The
company remained as a debtor in possession and in June, 1995, the bankruptcy
court authorized the sale of all of the assets of the company to an unaffiliated
third party. In December 1995, following the sale of the company's assets, the
court signed an order directing the company to pay to creditors 100% of allowed
priority claims and 85% of allowed general unsecured claims. During the period
from 1992 to date, Mr. Smith has also served as Chairman of SESAC, Inc., one of
three United States performing rights licensing organizations. Prior to 1987,
Mr. Smith was actively engaged in financing motion pictures and film projects,
including, among others, "Three Days of the Condor," "Dune," "King of Comedy,"
"SOB," "Amityville 3-D," "Conan the Barbarian," "Halloween II" and "Halloween
III." Together with Mr. Greenwald, Mr. Smith co-produced the film "Amityville
II: The Possession."
LAWRENCE I. SCHNEIDER (59) serves as Co-Chairman in the Office of the
Chairman of the Company. Mr. Schneider is a private investor and has been
Chairman of Global Capital since January 1994. from 1987 to December 1993, Mr.
Schneider was a principal of S&S Investments, a private investment firm.
ROBERT E. MILLER JR. (49) is a private investor and principal shareholder of
Word Power Incorporated d/b/a Hollywood North Productions, a privately-held
development company for feature films and movies-of-the-week. Mr Miller is also
Associate Director of Trade Task Group, Inc., a strategic planning consulting
firm where he has served as manager of client development since 1984. He is also
a board member emeritus of the International Standards Institute and a member of
the board of advisors of the World Film Institute, sponsors of "The Family Film
Awards."
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
For the fiscal year ended June 30, 1996, there were six meetings and/or
written consents in lieu of meetings of the Board of Directors. All nominees
attended or consented to in excess of 75% of the meetings (and consents in lieu
of meetings) of the Board of Directors in the prior fiscal year. The Board of
Directors does not presently have any standing nominating, audit or compensation
committees, the customary functions of such committees being performed by the
entire Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than 10% stockholders are
required by the Commission's regulations to furnish the Company with copies of
all Section 16(a) forms they file.
4
<PAGE>
To the Company's knowledge, based solely on a review of the copies of
reports furnished to the Company during the fiscal year ended June 30, 1996, the
Company's officers, directors and greater than 10% stockholders complied with
all filing requirements under Section 16(a) except that (i) Mr. Miller failed to
timely file two Form 4's reporting two transactions in options for Common Stock,
(ii) Mr. Schneider failed to timely file one Form 3 reflecting his appointment
to the Board of Directors, and one Form 4 reporting two transactions in options
for Common stock, and (iii) Mr. Greenwald and Mr. Smith each failed to timely
file one Form 3 reflecting their respective appointments to the Board of
Directors, and one Form 4 reporting one transaction for each of them in options
for Common Stock.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names, ages and positions of the executive officers
of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------- --- -------------------------------------------------------
<S> <C> <C>
Stephen R. Greenwald......... 56 Chief Executive Officer; Co-Chairman in the Office of
the Chairman; Director
Ira N. Smith................. 56 President; Co-Chairman in the Office of the Chairman;
and Director
Lawrence I. Schneider........ 59 Co-Chairman in the Office of the Chairman; and Director
Joshua B. Grode.............. 31 Executive Vice-President
Marvin Grossman.............. 50 Executive Vice-President and Chief Financial Officer
</TABLE>
The following is a biographical summary of the executive officers of the
Company other than Messrs. Greenwald, Smith and Schneider who are described
above.
JOSHUA B. GRODE has served as Executive Vice-President of the Company since
April 1996, primarily responsible for project development. During the five year
period prior to his employment with the Company, Mr. Grode was a practicing
attorney in California, first practicing corporate law with the firm
Christensen, White, Miller, Fink & Jacobs, and then practicing entertainment law
with the entertainment law firm of Bloom, Dekom, Hergott & Cook. During the two
years he was employed at Bloom, Dekom, Mr. Grode worked closely with the head of
the firm, Jake Bloom, and was responsible for packaging numerous motion pictures
and television productions. Prior to attending law school, Mr. Grode worked for
movie producer Roger Corman and as an intern, and later as junior creative
executive, for academy award winning director and producer Sydney Pollak.
MARVIN GROSSMAN has served as Executive Vice-President and Chief Financial
Officer of the Company since June 1996. For the two year period prior thereto,
Mr. Grossman served as Executive Vice-President and Chief Financial Officer of
Vision International, a company engaged in the international film distribution
business. Prior thereto, Mr. Grossman maintained an independent accounting
practice and served as a consultant to Credit Lyonnais Bank and Bank of America
in connection with bankruptcy matters and workout arrangements. During the
period from 1991 through 1993, he also served as Chief Financial Officer of Post
Logic, a company engaged in audio and post production services.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to the chief executive officer of the
Company, the four (4) most highly compensated executive officers who were
executive officers as of June 30, 1996, and two (2) other individuals who held
executive positions with the Company during a portion of the fiscal year ended
June 30, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
----------------------------------- SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ---------------------------- ------ ------- ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Stephen R. Greenwald........ 1996 60,000(1)(2) -- -- 216,667(2) 75,000(1)(2)
Chief Executive Officer; 1995 -- -- -- -- --
Co-Chairman 1994 -- -- -- -- --
Ira N. Smith................ 1996 60,000(1) -- -- 216,667 75,000(1)
President; Co-Chairman 1995 -- -- -- -- --
1994 -- -- -- -- --
Lawrence I. Schneider(2).... 1996 60,000(1) -- -- 216,667 75,000(1)
Co-Chairman 1995 -- -- -- 8,333 --
1994 -- -- -- -- --
Joshua B. Grode(3).......... 1996 24,872 -- -- 33,333 --
Executive Vice-President 1995 -- -- -- -- --
1994 -- -- -- -- --
Marvin Grossman(4).......... 1996 -- -- -- -- --
Chief Financial Officer 1995 -- -- -- -- --
1994 -- -- -- -- --
Shane O'Neil(5)............. 1996 167,214 -- -- 15,000 --
President 1995 85,519 -- -- 16,666 --
1994 -- -- -- -- --
Jay Behling(6).............. 1996 135,385 -- -- 12,500 --
Chief Financial Officer 1995 95,573 -- -- -- --
1994 127,250 -- -- -- --
</TABLE>
- ------------
(1) Messrs. Greenwald, Smith and Schneider each deferred $75,000 of their annual
compensation during the fiscal year ended June 30, 1996 pursuant to the
terms of their respective compensation agreements with the Company. Pursuant
to such agreements, Messrs. Greenwald, Smith and Schneider were issued
convertible promissory notes for the amount of such deferred compensation,
payable in full within twelve months from the date of issue with interest at
2% over prime. Such notes were converted into shares of Common Stock of the
Company on June 10 and June 30, 1996 at the average closing bid price in
effect for the Common Stock for the 10-day trading period immediately
preceding the date of each respective election. On June 10, $60,000 of each
note (plus accrued interest) was converted into 83,120 shares of Common
Stock at a price of $.75 per share, and on June 30, $15,000 of each note was
converted into 19,231 shares of Common Stock at a price of $.78 per share.
See "Compensation Agreements, Termination of Employment and Change-in-
Control Arrangements" for a more detailed explanation of the terms of the
compensation agreements between the Company and each of Messrs. Greenwald,
Smith and Schneider. Such compensation agreements became effective on
October 1, 1995.
(2) The cash compensation, stock awards and stock options reflected as being
paid to or received by Mr. Greenwald in the foregoing table were actually
paid to or received by G & H Media, Ltd., a
6
<PAGE>
consulting firm of which Mr. Greenwald is a principal and controlling party.
The compensation to Mr. Greenwald does not include compensation paid to a
law firm of which Mr. Greenwald is a member, and the compensation to Mr.
Schneider does not include compensation (in the form of stock options) paid
to an affiliated corporation for financial consulting services rendered to
the Company. See "Certain Relationships and Related Transactions."
(3) Mr. Grode commenced employment with the Company on April 1, 1996. His
present salary is at the rate of $100,000 per annum.
(4) Although Mr. Grossman was elected to his present position with the Company
on May 22, 1996, he did not begin to receive compensation from the Company
until the beginning of the 1997 fiscal year (i.e., July 1, 1996). His
present salary is at the rate of $100,000 per annum.
(5) Mr. O'Neil was relieved of his responsibilities as President of the Company
effective March 26, 1996, although he continued to receive consulting
compensation through the end of the 1996 fiscal year through an affiliated
company, Cerberus, Inc.
(6) Mr. Behling was relieved of his responsibilities as Chief Financial Officer
effective May 22, 1996, although he has continued to receive consulting
compensation from the Company.
OPTIONS/STOCK APPRECIATION RIGHTS
The following table provides information with respect to stock options and
stock appreciation rights ("SARs") granted to the named executive officers
during the fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZED
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERMS
OPTIONS IN FISCAL PRICE PER EXPIRATION --------------------
NAME GRANTED YEAR SHARE DATE 5% 10%
- ----------------------------- ---------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Stephen R. Greenwald......... 16,667(1) 2.3% $ 2.832 10/28/98 $ 7,433 $ 15,617
200,000(1) 28.1% $ 1.875 3/06/01 $103,200 $228,800
Ira N. Smith................. 16,667 2.3% $ 2.832 10/28/98 $ 7,433 $ 15,617
200,000 28.1% $ 1.875 3/06/01 $103,200 $228,800
Lawrence I. Schneider(3)..... 16,667 2.3% $ 2.832 10/28/98 $ 7,433 $ 15,617
200,000 28.1% $ 1.875 3/06/01 $103,200 $228,800
Joshua B. Grode.............. 33,333 4.7% $ 1.875 3/06/01 $ 17,200 $ 38,132
Marvin Grossman.............. -- -- -- -- -- --
Shane O'Neil................. 15,000(2) 2.1% $ 1.50 3/26/99 $ 3,525 $ 7,350
Jay Behling.................. 12,500 1.7% $ 2.832 8/28/99 $ 5,424 $ 11,626
</TABLE>
- ------------
(1) The stock options reflected as being issued to Stephen R. Greenwald in the
foregoing table were actually issued to G & H Media, Ltd., a consulting firm
of which Mr. Greenwald is a principal and controlling party.
(2) The stock options reflected as being issued to Shane O'Neil in the foregoing
table were actually issued to Cerberus, Inc., a consulting firm of which Mr.
O'Neil is a principal and controlling party.
(3) The chart does not reflect options for 83,333 shares issued to Global
Capital Resources, Inc., an affiliate of Mr. Schneider, for financial
consulting services rendered to the Company. See "Certain Relationships and
Related Transactions."
7
<PAGE>
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTIONS/SAR VALUE TABLE
The following table provides information on options/SAR exercises in the
fiscal year ended June 30, 1996 by the named executive officers and the value of
such officers' unexercised options/SARs at June 30, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT YEAR END IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen R. Greenwald..... -- -- 216,667 -- 0 --
Ira N. Smith............. -- -- 216,667 -- 0 --
Lawrence I.
Schneider(1)............. -- -- 225,000 -- 0 --
Joshua B. Grode.......... -- -- 33,333 -- 0 --
Marvin Grossman.......... -- -- -- -- -- --
Shane O'Neil............. -- -- 31,666 -- 0 --
Jay Behling.............. -- -- 12,500 -- 0 --
</TABLE>
- ------------
(1) The chart does not reflect options for 83,333 shares issued to Global
Capital Resources, Inc., an affiliate of Mr. Schneider, for financial
consulting services rendered to the Company. See "Certain Relationships and
Related Transactions."
DIRECTOR COMPENSATION
The Company does not have any standard arrangements pursuant to which
directors of the Company are compensated for services provided as a director.
Nevertheless, during the fiscal year ended June 30, 1996, Messrs. Schneider,
Greenwald and Smith were each issued 16,667 stock options in consideration of
serving on the Board of Directors of the Company. Such options are exercisable
for the three year period commencing October 28, 1995 at an exercise price of
$2.83 per share. In addition, during the 1996 fiscal year, the Board of
Directors granted to Robert Miller, the only outside director on the Company's
Board of Directors, stock options to purchase 25,000 shares of the Company's
Common Stock at an exercise price of $1.875 per share. Such options were issued
on March 6, 1996 and are exercisable for the five-year period ending March 6,
2001. Mr. Miller abstained on the voting which authorized the issuance of such
stock options to Mr. Miller.
All directors are entitled to reimbursement for expenses reasonably incurred
in attending Board of Directors' meetings.
COMPENSATION AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
On October 1, 1995, Messrs. Greenwald, Smith and Schneider executed
compensation agreements with the Company (the "Agreements") pursuant to which
the named parties agreed to render management services to the Company for a
three year period ending October 1, 1998. Pursuant to these Agreements, each of
the parties agreed to serve as a Co-Chairman in the Office of the Chairman of
the Company and, in addition, Mr. Greenwald agreed to serve as Chief Executive
Officer. (In March, 1996, Mr. Smith also agreed to serve as President of the
Company). The Agreements were superseded by agreements executed on March 6,
1996. The subsequent agreements (also defined as the "Agreements") were
substantially identical to the original Agreements in all material respects with
respect to cash compensation but did not contain any provisions regarding the
issuance of stock options. In addition, the latter Agreements clarified the
parties' employment status with the Company.
8
<PAGE>
The Agreements provide for compensation at the rate of $15,000 per month,
$20,000 per month and $25,000 per month during the first, second and third years
of the respective terms of the Agreements. In addition, in the event the annual
budget and income projections of the Board are met for any 12 month period
during the term of the Agreements, then each party will be entitled to receive
one-third of 2% of the budgeted gross income for such twelve month period, and
an additional one-third of 5% of the gross income, if any, in excess of the
budgeted gross income.
In the event any Agreement is terminated due to death or disability, then
the estate of the decedent or the representatives of the disabled party will be
entitled to receive full compensation for the greater of twelve months or the
balance of the term of the Agreement.
Each of Messrs. Greenwald, Smith and Schneider agreed that with respect to
each calendar quarter during the term of his respective Agreement, the following
percentage of his compensation would be paid: (i) no payment if the current
assets of the Company as of the end of the previous calendar quarter are less
than $500,000; (ii) one-third if the current assets as of the end of the
previous calendar are more than $500,000, but less than $1,000,000; (iii)
two-thirds if the current assets as of the end of the previous calendar quarter
are more than $1,000,000 but less than $1,500,000; and (iv) full payment if the
current assets as of the end of the previous calendar quarter are more than
$1,500,000. For purposes of the Agreement, "current assets" are defined as
accounts and contract receivables due within 12 months plus cash and cash
equivalents. Any portion of the compensation not paid would accrue and be paid
in twelve months with interest pursuant to a promissory note issued by the
Company, provided that the note could be converted into Common Stock of the
Company at any time prior to payment in full at the average closing bid price in
effect for the Common Stock for the 10-day trading period immediately preceding
the date of the conversion election.
During the quarter ended December 31, 1995, each of Messrs. Greenwald, Smith
and Schneider accrued 100% of their compensation for the quarter, or $45,000
each. During each of the next two quarters, they accrued one-third of their
compensation, or a total of $30,000 each. On June 10 and June 30, 1996, each of
Messrs. Greenwald, Smith and Schneider converted their accrued compensation of
$75,000 (plus accrued interest) into a total of 102,351 shares of Common Stock
at prices of $.75 and $.78 per share, respectively. See "Executive
Compensation."
COMPENSATION COMMITTEE REPORT AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Executive officer compensation is determined by the entire Board of
Directors, consisting of Messrs. Greenwald, Smith, Schneider and Miller. The
Board has not appointed or designated a separate compensation committee to
determine or set executive compensation. With the exception of Robert Miller,
all members of the Board of Directors are executive officers of the Company and
all are subject to compensation agreements containing substantially the same
terms and provisions. See "Compensation Agreements, Termination of Employment
and Change-in-Control Arrangements." The Board's executive compensation policy
is intended to attract and retain key executives, compensate them at appropriate
levels and provide them with both cash and equity incentives to enhance the
Company's value for all of its stockholders. Although the compensation
agreements entered into by Messrs. Greenwald, Smith and Schneider were not
determined by arms-length negotiation between such individuals and the Company,
the Board of Directors believes that the compensation paid to such individuals
is comparable to, if not less than, the compensation paid to executives of other
comparable companies in the film and entertainment industry.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Lawrence I. Schneider, a member of the Board of Directors of the Company and
one of three Co-Chairmen in the Office of the Chairman of the Company, is a
principal of Global Capital Resources, Inc., a New York based financial
consulting services firm ("Global Capital"). During the 11 month period from
May, 1995 through March, 1996, Global Capital rendered financial consulting
services to the Company in connection with the change of management control of
the Company. Such services were rendered to the Company at the agreed upon rate
of $15,000 per month. However, in order to conserve the cash resources of the
Company, Global Capital agreed to accept stock options from the Company in lieu
of a cash payment. On March 6, 1996, the Board of Directors of the Company (with
Mr. Schneider abstaining from the voting) authorized the issuance to Global
Capital of stock options to purchase 83,333 shares of Common Stock of the
Company, exercisable over a five-year period at the exercise price of $1.875 per
share (after adjustment for the Reverse Split).
On August 1, 1996, the Board of Directors of the Company offered to
reimburse the members of the CECO Shareholders Committee in kind for all
expenses incurred by such members in connection with the change of management
control of the Company effected in April, 1995. (See "Change in Control"). The
Board offered to reimburse such expenses by issuing stock options to the
committee members in an amount equal to one and one-third times the amount of
such expenses. Robert Miller, a director of the Company, agreed to accept
options to purchase 40,000 shares of the Company's Common Stock, exercisable
over a five-year period at an exercise price of $.75 per share, representing the
then current market price of the Company's Common Stock on the date of grant. In
exchange, Mr. Miller released his claim for reimbursement of approximately
$30,000 of expenses incurred by Mr. Miller in connection with the change of
control. Lawrence I. Schneider, a director of the Company and also a member of
the CECO Shareholders Committee, has not agreed to accept options in lieu of his
claim for reimbursement of expenses in connection with the change of control.
During the fiscal year ended June 30, 1996, the law firm of Herbst &
Greenwald, of which Mr. Greenwald, a director of the Company, is a member,
received fees for legal services rendered to the Company in the amount of
$2,500.
COMMON STOCK PERFORMANCE
The Securities and Exchange Commission requires the Company to present a
graph comparing the cumulative total stockholder return on its Common Stock with
the cumulative total stockholder return (a) of a broad equity market index, and
(b) of a published industry group or peer group. The performance graph set forth
below compares the performance of the Company's Common Stock with that of the
NASDAQ Stock Market Index (US Companies) and a broad peer group (weighted based
on market capitalization) consisting of 86 companies with lines of business
comparable to those of the Company for which market quotations are available.
The peer group consists of Nasdaq companies whose Standard Industrial Codes are
indicative of companies in the motion picture production and/or distribution
business. The performance graph was prepared by the Center for Research in
Security Prices at the University of Chicago Graduate School of Business.
10
<PAGE>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
COMMUNICATIONS AND ENTERTAINMENT CORP.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
$300
261.4
$200 203.6
162.1
151.1 152.5
120.1 125.7 127.7
$100 100.0
93.7
89.2 82.8
79.5
33.7
$0 16.9 9.4
6/28/91 6/30/92 6/30/93 6/30/94 6/30/95 6/28/96
<CAPTION>
Symbol CRSP Total Returns Index for: 6/28/91 6/30/92 6/30/93 6/30/94 6/30/95 6/28/96
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Communications and
Entertainment Corp. 100.0 89.2 79.5 33.7 16.9 9.4
Nasdaq Stock Market
(US Companies) 100.0 120.1 151.1 152.5 203.6 261.4
Peer Index for Nasdaq Stocks
(US Companies) 100.0 93.7 162.1 125.7 127.7 82.8
- ------------------------------------------------------------------------------------------------
</TABLE>
Notes:
A. The lines represent yearly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the yearly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 6/28/91.
E. No trading activity recorded for Communications and Entertainment Corp.
after 5/1/96.
PROPOSALS II AND III--AMENDMENTS TO
THE COMPANY'S ARTICLES OF INCORPORATION
CHANGE OF NAME
The Board of Directors has approved an amendment to Article First of the
Company's Articles of Incorporation to change the name of the Company from
"Communications and Entertainment Corp." to "Odyssey Pictures Corporation." The
Board of Directors believes that the name "Odyssey Pictures Corporation" is not
only more distinct and more easily recognizable than the present name, but also
more descriptive of the Company's core business. The Board of Directors has
therefore recommended the change of the Company's name to "Odyssey Pictures
Corporation."
The Board of Directors recommends that stockholders consider and approve a
proposal to amend Article First of the Articles of Incorporation. The text of
the proposed amendment is as follows:
"FIRST: The name of the corporation (the "corporation") is Odyssey Pictures
Corporation."
If the proposed amendment is approved, a Certificate of Amendment amending
the Articles of Incorporation will be filed with the office of the Secretary of
State of the State of Nevada as promptly as practicable thereafter and the name
change would become effective on the date of such filing.
11
<PAGE>
INCREASE IN AUTHORIZED SHARES
The Board of Directors has approved an amendment to its Articles of
Incorporation, subject to shareholder approval, which would increase from
6,666,666 to 40,000,000 the number of authorized shares of Common Stock of the
Company. If the stockholders approve the amendment, the Articles of
Incorporation of the Company will be amended, as proposed by the Board of
Directors, to increase the number of authorized shares of Common Stock to
40,000,000.
At the present time, there are 2,591,242 shares of Common Stock outstanding,
with an additional 1,221,374 reserved for issuance upon the exercise of
outstanding warrants. Accordingly, the Company has only approximately 2,854,050
authorized shares of Common Stock that are not already issued, reserved or
expected to be reserved for issuance.
The Board of Directors is seeking to increase the amount of authorized
Common Stock not only in connection with the consummation of a current
transaction which involves the issuance, or reservation for issuance, of
3,000,000 shares of Common Stock (the "Current Financing"), but also in
connection with future financings as well. Pursuant to the terms of the Current
Financing, an unaffiliated third party investor has agreed to purchase 1,000,000
shares of Common Stock from the Company in consideration of $750,000, or $.75
per share, payable all cash at closing. In addition, the investor will receive
1,000,000 Class A warrants and 1,000,000 Class B warrants, each set of warrants
being exercisable over a three year period for the purchase of 1,000,000 shares
of Common Stock at the respective exercise prices of $.75 and $1.00 per share.
If all warrants are exercised, a total of 3,000,000 shares will be issued and
the Company will receive a total of $2,500,000 from the Current Financing, the
proceeds of which are intended to be used for the general working capital needs
of the Company. Since the Current Financing involves the issuance, and
reservation for issuance, of a total of 3,000,000 shares of the Company's Common
Stock, the closing of the transaction is contingent upon, among other things,
shareholder approval of an increase in the number of authorized shares of Common
Stock of the Company.
While the Board of Directors does not have a present plan to issue
additional shares of Common Stock other than with respect to the Current
Financing (and possibly in connection with the settlement of certain creditor
claims which are currently being negotiated), it believes it is desirable that
the Company have the flexibility to issue such shares without further
stockholder action. The availability of additional shares of Common Stock will
enhance the Company's flexibility in connection with possible future actions,
such as stock dividends, stock splits, financings, employee benefit programs,
acquisitions of property, settlements of claims, and other corporate purposes.
The Board of Directors will determine whether, when, and on what terms the
issuance of shares of Common Stock may be warranted in connection with any of
the foregoing purposes.
If the proposed amendment is approved, all or any of the authorized Common
Stock may be issued without further action by the stockholders and without first
offering such shares to the stockholders for subscription. The issuance of
Common Stock otherwise than on a pro-rata basis to all current stockholders
would reduce the current stockholders' proportionate interests in the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF EACH OF THE
PROPOSALS TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION. Each of the
proposals is independent of the other and will be voted upon separately.
Approval by holders of a majority of all outstanding shares of Common Stock of
the Company, voting either in person or by proxy at the Meeting, is necessary
for stockholder approval of each of the amendments to the Articles of
Incorporation.
12
<PAGE>
PROPOSAL IV--RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Price Waterhouse LLP ("Price
Waterhouse") as the Company's independent auditors for the fiscal year ending
June 30, 1997. Although the selection of auditors does not require ratification,
the Board of Directors has directed that the appointment of Price Waterhouse be
submitted to stockholders for ratification due to the significance to the
Company of such firm's appointment. Approval by holders of a majority of shares
of Common Stock represented in person or by proxy at the Meeting is necessary
for stockholder ratification of the appointment of Price Waterhouse. If
stockholders do not ratify the appointment of Price Waterhouse, the Board of
Directors will consider the appointment of other certified public accountants. A
representative of Price Waterhouse is expected to be present at the Meeting,
will have an opportunity to make such statements as he or she may desire to
make, and will respond to appropriate questions from stockholders of the
Company.
Price Waterhouse has served as the Company's independent auditors since it
was first engaged in that capacity on November 5, 1992.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JUNE 30, 1997.
-------------------
ANNUAL REPORT
The Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1996 (the "Annual Report") is being mailed with this Proxy Statement. If, for
any reason, you did not receive your copy of the Annual Report, please advise
the Company and another will be sent to you.
STOCKHOLDER PROPOSALS
Stockholder proposals in respect of matters to be acted upon at the
Company's 1997 Annual Meeting of Stockholders should be received by the Company
on or before June 24, 1997 in order that they may be considered for inclusion in
the Company's proxy materials.
By Order of the Board of Directors
Stephen R. Greenwald,
Chief Executive Officer
New York, New York
October 23, 1996
13
<PAGE>
APPENDIX A
[APPENDIX TO FILING. FORM OF PROXY TO BE DISTRIBUTED TO SHAREHOLDERS.]
COMMUNICATIONS AND ENTERTAINMENT CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 22, 1996
The undersigned hereby appoints Ira N. Smith and Stephen R. Greenwald, or
either of them, each with full power of substitution, as the proxies of the
undersigned and hereby authorizes them to represent and to vote as designated on
the reverse side all shares of the common stock, par value $.01 per share, of
Communications and Entertainment Corp. (the "Company) that the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders
of the Company to be held on November 22, 1996 and at any adjournment or
adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE COMPANY
THIS PROXY, WHEN PROPERLY RECEIVED, WILL BE VOTED IN THE MANNER INDICATED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSALS NO. 2, 3 AND 4, AND IN
ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES AND A VOTE "FOR"
EACH OF THE LISTED PROPOSITIONS.
IMPORTANT--PLEASE SIGN AND DATE THE OTHER SIDE AND RETURN PROMPTLY
(CONTINUED ON REVERSE SIDE)
<PAGE>
<TABLE>
<C> <S> <C> <C>
1. ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY TO
(EXCEPT AS MARKED TO THE VOTE FOR ALL NOMINEES
CONTRARY) LISTED
[ ] [ ]
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "ODYSSEY PICTURES CORPORATION."
FOR AGAINST
[ ] [ ]
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
3. ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK
FROM 6,666,666 SHARES TO 40,000,000 SHARES.
FOR AGAINST
[ ] [ ]
4. PROPOSAL TO RATIFY THE SELECTION OF PRICE
WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30,
1997.
FOR AGAINST
[ ] [ ]
5. IN THEIR DISCRETION TO VOTE ON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF.
<CAPTION>
1. NOMINEES: IRA N. SMITH, STEPHEN R. GREENWALD,
<C> <C>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME
ON THE LINE PROVIDED BELOW)
2.
ABSTAIN
[ ]
3.
ABSTAIN
[ ]
4.
ABSTAIN
[ ]
5.
</TABLE>
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR SUCH
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN FULL
PARTNERSHIP NAME BY AUTHORIZED PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, YOU ARE URGED TO EXECUTE AND
RETURN THIS PROXY, WHICH MAY BE
REVOKED AT ANY TIME PRIOR TO ITS USE.
DATE:
- ------------------------------------------------------, 1996
- ------------------------------------------------------------------------------
(SIGNATURE OF SHAREHOLDER)
- ------------------------------------------------------------------------------
(SIGNATURE OF ADDITIONAL SHAREHOLDER)
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS HEREON AND DATE AND RETURN
THIS PROXY IN THE REPLY ENVELOPE
PROVIDED. IF YOU RECEIVE MORE THAN ONE
PROXY CARD, PLEASE SIGN AND RETURN ALL
CARDS RECEIVED. IF SHARES ARE HELD
JOINTLY, BOTH SHAREHOLDERS MUST SIGN.
