<PAGE> 2
LOGO
SELAS CORPORATION OF AMERICA
2034 LIMEKILN PIKE
DRESHER, PENNSYLVANIA 19025
March 17, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1995
The Annual Meeting of Shareholders of Selas Corporation of America (the
"Corporation") will be held at the Holiday Inn, 432 Pennsylvania Avenue, Fort
Washington, Pennsylvania 19034 on Tuesday, April 18, 1995 at 2:00 p.m., for
the following purposes:
(1) Election of directors;
(2) Ratification of the appointment of KPMG Peat Marwick LLP as the
Corporation's auditors for the year ending December 31, 1995; and
(3) Transaction of such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 7, 1995 will be
entitled to vote at the meeting. This notice and the enclosed proxy are being
sent to shareholders on or about March 17, 1995.
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the
Corporation. The proxy is revocable at any time prior to its use by delivery
of a subsequently executed proxy or written notice of revocation to the
Secretary of the Corporation. As of March 7, 1995, there were 3,460,050
Common Shares outstanding, each of which is entitled to one vote on all
matters to be presented at the meeting. The annual report of the Corporation,
including financial statements, for the year ended December 31, 1994, on
which no action will be requested at the annual meeting, is included
herewith. It is not to be regarded as proxy solicitation material.
ELECTION OF DIRECTORS
The Board intends to cause Messrs. Francis J. Dunleavy and Stephen F.
Ryan, the two directors whose terms expire at the 1995 Annual Meeting, to be
nominated for re-election at the 1995 Annual Meeting to serve until the 1998
Annual Meeting and until their respective successors have been duly elected
and have qualified. If either of the nominees should be unavailable on April
18, 1995, the persons named in the proxy may vote the proxies for such other
person as they may choose, unless the Board of Directors reduces the number
of directors to be elected.
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Assuming a quorum is present, the two nominees receiving the highest
number of votes cast at the annual meeting will be elected directors. For
such purposes, the withholding of authority to vote or the specific direction
not to cast a vote, such as a broker non-vote, will not constitute the
casting of a vote in the election of directors.
The following table sets forth certain information concerning the nominees
and the persons whose terms as directors will continue after the Annual
Meeting, including their ages and principal occupations during the past five
years:
<TABLE>
<CAPTION>
Director Term
Name, Age and Occupation Since Expires
- - ----------------------------------------------------------------------- ----------- ---------
<S> <C> <C>
John H. Austin, Jr. (66), Retired President and Chief Operating Officer of 1991 1996
Philadelphia Electric Company (now known as PECO Energy). Director of
Philadelphia Suburban Corporation and Philadelphia Subur ban Water Co. Mr.
Austin also served as a director of the Corporation from 1972 to 1987.
Frederick L. Bissinger (84), Retired Vice Chairman of Allied Chemical 1974 1997
Corporation (now known as Allied-Signal Corporation).
Roy C. Carriker (57), President and Chief Operating Officer of Teleflex 1991 1997
Incorporated's Aerospace Products and Services Group, which includes
Sermatech International Incorporated, The Teleflex Aerospace/Defense Group
and Telair International.
Francis J. Dunleavy (80), Retired Vice Chairman of ITT Corporation. Director 1988 1995
of AEL Industries, Inc., Bird Inc., Crown Cork & Seal Co. Inc., Quaker Chemical
Corp. and Scan-Graphics, Inc.
Stephen F. Ryan (59), President and Chief Executive Officer of the Corporation 1989 1995
since May 1988.
Ralph R. Whitney, Jr. (60), President of Hammond, Kennedy, Whitney & Co., 1986 1996
Inc., a private capital firm. Director of Adage, Inc., Baldwin Technologies,
Inc. Excel Industries, Inc., IFR Systems, Inc., and Keene Corporation.
</TABLE>
RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, on the recommendation of the Audit
Committee, the Board of Directors has appointed KPMG Peat Marwick LLP as the
Corporation's auditors for 1995. KPMG Peat Marwick LLP or predecessors have
served as the Corporation's auditors for many years. The persons named in the
accompanying proxy will vote to ratify the appointment of KPMG Peat Marwick
LLP as the Corporation's auditors for 1995 unless contrary instructions are
received. If a majority of the votes cast on this matter are not cast in
favor of ratification of this appointment, other auditors will be considered
and appointed by the Board of Directors. Abstentions, or the specific
direction not to cast a vote, such as a broker non-vote, will not constitute
the casting of a vote concerning the ratification of such appointment. A
representative of KPMG Peat Marwick LLP is expected to be present at the
annual meeting of shareholders to make a statement if desired and to be
available to respond to appropriate questions.
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ADDITIONAL INFORMATION
Share Ownership by Certain Beneficial Owners, Directors and Certain Officers
The following table sets forth certain information as of December 31, 1994
concerning beneficial ownership of the Corporation's Common Shares by the
only persons or groups of persons shown by Securities and Exchange Commission
records or the Corporation's records to own beneficially more than 5% of the
Corporation's Common Shares and information as of March 1, 1995 concerning
such beneficial ownership by all directors and nominees, by each of the
executive officers named in the Summary Compensation Table below and by all
directors and executive officers as a group:
<TABLE>
<CAPTION>
Number of Percent
Name Shares(1) of Class
- - ---- ----------- --------
<S> <C> <C>
Mark S. Gorder(2)........................................................... 230,400(3) 6.7%
1260 Red Fox Road
Arden Hills, Minnesota 55112
Dimensional Fund Advisors, Inc.............................................. 199,700(4) 5.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
John H. Austin, Jr., Director............................................... 500 *
Frederick L. Bissinger, Director............................................ 6,000 *
Roy C. Carriker, Director................................................... 250 *
Francis J. Dunleavy, Director............................................... 250 *
Stephen F. Ryan, Director, President and Chief Executive Officer............ 27,500(5) *
Ralph R. Whitney, Jr, Director.............................................. 20,000 *
Christian Bailliart, Vice President......................................... 5,000(6) *
Frank J. Boyle, Vice President, Sales and Engineering....................... 24,000(7) *
James C. Deuer, Vice President.............................................. 34,000(8) *
Robert W. Ross, Vice President and Chief Financial Officer.................. 11,300(9) *
All Directors and Executive Officers as a Group (10 persons)................ 128,800(10) 3.6%
</TABLE>
- - ------
* Less than 1%.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(2) Mark S. Gorder is the President and Chief Executive Officer of
Resistance Technology, Inc., a wholly-owned subsidiary of the Corporation.
(3) Includes 5,400 shares which Mr. Gorder has the right to acquire within
60 days through the exercise of stock options.
(4) The shares indicated are owned by advisory clients of Dimensional Fund
Advisors, Inc. ("DFA"), a registered investment advisor. DFA has reported
sole voting power with respect to 174,100 shares and sole investment power
with respect to 199,700 shares.
(5) Includes 21,500 shares which Mr. Ryan has the right to acquire within 60
days through the exercise of stock options.
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(6) Includes 5,000 shares which Mr. Bailliart has the right to acquire
within 60 days through the exercise of stock options.
(7) Includes 24,000 shares which Mr. Boyle has the right to acquire within
60 days through the exercise of stock options.
(8) Includes 11,325 shares which Mr. Deuer has the right to acquire within
60 days through the exercise of stock options.
(9) Includes 11,100 shares which Mr. Ross has the right to acquire within 60
days through the exercise of stock options.
(10) Includes 72,925 shares which executive officers have the right to
acquire within 60 days through the exercise of stock options.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
paid or accrued by the Corporation and its subsidiaries to the Corporation's
Chief Executive Officer and its next four most highly compensated executive
officers (the "Named Officers") for the years indicated.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards All Other
------------------- ------------------- Compensation
Name and Principal Position Year Salary ($) Bonus ($) Options (#) ($)
- - ----------------------------- ------ ---------- --------- ------------------- --------------
<S> <C> <C> <C> <C> <C>
Stephen F. Ryan ................ 1994 $200,000 $78,160 -- $2,310((1))
President and Chief 1993 180,000 -- 7,500 2,249((1))
Executive Officer 1992 180,000 -- -- 2,182((1))
Christian Bailliart(2).......... 1994 123,646 15,000 -- 4,669((3))
Vice President 1993 115,204 5,933 5,000 3,931((3))
of the Corporation and 1992 116,731 -- -- 4,016((3))
Chairman of Selas S.A.
Robert W. Ross ................. 1994 115,000 39,324 -- 1,725((1))
Vice President and 1993 100,000 -- 7,500 1,500((1))
Chief Financial Officer 1992 95,000 -- -- 1,425((1))
James C. Deuer ................. 1994 107,500 80,000 -- 3,225((1))
Vice President of the 1993 100,000 75,000 5,000 3,000((1))
Corporation and President 1992 100,000 60,000 -- 3,000((1))
of Deuer Manufacturing, Inc.
Frank J. Boyle ................. 1994 105,000 30,776 -- 1,575((1))
Vice President, 1993 100,000 -- 5,000 1,500((1))
Sales and Engineering 1992 95,000 -- -- 1,425((1))
</TABLE>
- - ------
(1) Represents the Corporation's or a subsidiary's contributions to the Named
Officer's account under employee savings plans.
(2) Mr. Bailliart's salary and bonus, which were paid in French Francs, have
been translated into US dollars for purposes of this presentation based upon
the average prevailing exchange rate for the applicable year.
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(3) Represents amounts paid by the Corporation or its subsidiaries to obtain
insurance which provides coverage to Mr. Bailliart in the event Mr.
Bailliart's employment is terminated.
STOCK OPTION TABLE
The following table sets forth certain information with respect to options
to purchase the Corporation's Common Shares held by the Named Officers.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1994 and December 31, 1994 Option Values
-----------------------------------------------------------------------
Number of Shares Value of Unexercised
Covered by Unexercised In-the-Money Options
Shares Options at December 31, 1994 at December 31, 1994(1)
Acquired Value ----------------------------- -----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - ------------------- ------------- ---------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Ryan ...... -- -- 23,500 12,000 $54,844 --
Christian Bailliart .. -- -- 4,000 6,000 -- --
Robert W. Ross ....... -- -- 8,700 9,800 -- --
James C. Deuer ....... -- -- 9,325 8,000 9,809 --
Frank J. Boyle ....... -- -- 22,000 8,000 63,281 --
</TABLE>
- - ------
(1) Represents the difference between the option exercise price and the fair
market value of the Corporation's Common Shares at December 31, 1994.
In-the-money options are those where the fair market value of the underlying
securities exceeds the exercise price of the option. The closing price of
the Corporation's Common Shares on December 31, 1994 was $9.875 per share.
CHANGE-OF-CONTROL ARRANGEMENTS
Under agreements expiring June 1, 1996 with Messrs. Ryan, Boyle, Deuer and
Ross, the Corporation would be required to pay two years' salary to them upon
involuntary termination (defined to include a reduction in salary, change of
location or adverse change in responsibilities) following a hostile change in
control or hostile sale of substantial assets of the Corporation or, in the
case of Mr. Deuer, Deuer Manufacturing, Inc.
RETIREMENT PLAN
Contributions to the Corporation's Retirement Plan adopted in 1986
covering certain officers and salaried employees are not reflected in the
preceding executive compensation tables. The Corporation's Retirement Plan is
a funded, qualified, defined benefit pension plan that provides benefits for
eligible employees. The Corporation's Supplemental Retirement Plan, adopted
in 1994, is a non-qualified supplemental plan that provides benefits that
would otherwise be denied to eligible employees by reason of certain Internal
Revenue Code limitations on qualified plan benefits. The following table
shows the estimated aggregate annual benefits, without offset for Social
Security benefits, at normal retirement age payable under the Corporation's
Retirement Plan and the Supplemental Retirement Plan based upon contributions
both by the Corporation and the covered employee, assuming election of
payment in the form of an annuity for the employee's life. Effective January
1, 1992, the Corporation eliminated the requirement for employee contribution
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to the Retirement Plan. Annual benefits under the Corporation's Retirement
Plan and the Supplemental Retirement Plan are based upon the average total
eligible annual compensation for all eligible years of employment.
<TABLE>
<CAPTION>
Average total eligible
annual compensation for
all (or last 35) years Estimated annual retirement benefits
of employment based on credited service of:
- - ----------------------- -------------------------------------------
10 years 15 years 20 years 25 years
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 50,000 $ 8,400 $12,600 $16,800 $ 21,000
100,000 17,400 26,100 34,800 43,500
150,000 26,400 39,600 52,800 66,000
200,000 35,400 53,100 70,800 88,500
250,000 44,400 66,600 88,800 111,000
</TABLE>
The estimated credited years of service under the pension plan for the Named
Officers were as follows: Mr. Ryan, 6; Mr. Boyle, 8; and Mr. Ross, 3. Mr.
Bailliart and Mr. Deuer do not participate in the Retirement Plan or the
Supplemental Retirement Plan.
RESISTANCE TECHNOLOGY, INC.
On October 20, 1993, the Corporation acquired all of the outstanding
common shares of Resistance Technology, Inc., a Minnesota corporation
("RTI").
In connection with the acquisition of RTI, the Corporation issued to Mark
S. Gorder, the President, Chief Executive Officer and formerly a principal
shareholder of RTI, cash and four promissory notes of the Corporation, which
notes aggregated $1,800,000, with the latest maturity being October 3, 1994
and each of which carried an annual interest rate of 6 3/4 %. The four
promissory notes were paid when due.
At the time of consummation of the acquisition of RTI, RTI entered into a
five-year employment agreement with Mr. Gorder which provides for a minimum
base annual compensation of $160,706. Under such employment agreement and an
accompanying non-competition agreement between the Corporation and Mr.
Gorder, Mr. Gorder, who currently serves as president and chief executive
officer of RTI, has agreed not to engage in certain activities which are
competitive with RTI for a period equal to the greater of (i) three years
following the termination of his employment by RTI or (ii) five years from
the date of his employment agreement.
Mr. Gorder is a general partner (with a one-third interest) of Arden
Partners I, a Minnesota general partnership ("Arden") that owns and leases to
RTI under a lease entered into in October 1991 one of RTI's two manufacturing
facilities. In connection with the RTI acquisition, Arden executed an
agreement with RTI to extend the term of such lease from November 1, 1996 to
October 31, 2003 and to grant RTI two successive renewal term options of five
years each. Under this extension agreement, the base monthly rent during each
extension term is to be tied to the fair rental value at the commencement of
the applicable extension term. Under the current lease, RTI pays Arden a base
monthly rent of approximately $30,253.
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Notwithstanding any incorporation of future filings, including proxy
statements, by reference contained in any of the Corporation's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of
1934, the following Compensation Committee Report and the Performance Graph
on page 9 shall not be incorporated into any such filings. Such report and
graph are not to be deemed filed with the Securities and Exchange Commission
and are not to be regarded as proxy solicitation material.
COMPENSATION COMMITTEE REPORT
The Corporation's compensation program for officers, which is administered
by the Compensation Committee of the Board of Directors, is designed to align
a significant portion of officer compensation with the Corporation's business
objectives and performance. The Compensation Committee consists of four
outside directors, none of whom has ever been an employee of the Corporation
or any of its subsidiaries.
The Corporation's officer compensation program is comprised of base
salary, potential annual cash incentive compensation and long-term incentive
compensation in the form of stock options. Officers are also covered under
medical, life insurance, pension and savings plans generally available to
employees of the Corporation or the business unit managed by the officer.
Through the use of data on comparable companies and its evaluation of
officers' performance, the Compensation Committee's objective is to recommend
to the Board of Directors the setting of total base salary and potential
incentive compensation for Mr. Ryan, the Corporation's Chief Executive
Officer, and other officers at levels designed to achieve the Corporation's
objectives of attracting, retaining, motivating and rewarding talented
executives. The Committee's philosophy is that a significant portion of the
total potential compensation of the Chief Executive Officer and other senior
executives should be leveraged to be dependent upon the degree of the
Corporation's or a business unit's financial success in a particular year.
The Corporation had record earnings years in 1989, 1990 and 1991, sustained a
loss in 1992, returned to profitability in 1993 and experienced further
improvement in 1994. Thus the bonus or incentive compensation paid to
officers such as Mr. Ryan, Mr. Boyle and Mr. Ross, whose bonus or incentive
compensation is tied to corporate performance, can vary markedly from year to
year in accordance with the financial performance of the Corporation as a
whole. Mr. Deuer receives bonus compensation on a discretionary basis, based
upon, among other things, the performance of his business unit. Mr.
Bailliart's bonus compensation is tied to the achievement of target net
income (measured in U.S. dollars) of his business unit. Although such target
net income was not achieved in 1994, the Committee recommended, and the Board
of Directors approved, a discretionary bonus for Mr. Bailliart with respect
to 1994 based upon, among other things, Mr. Bailliart's performance.
The Corporation's Executive Incentive Plan, which was formulated over the
course of 1992 and early 1993 and amended in 1994 and which covers the
officers of the Corporation other than Mr. Bailliart and Mr. Deuer, ties one
half of potential payments to participants to return on shareholders' equity
("ROE") and the other half of potential payments to consolidated net income.
Minimum levels of performance must be achieved before any amounts are paid
under the consolidated net income or ROE components of the Plan. Once the
applicable minimum performance threshold has been achieved, payments under
each component of the Plan are a function of a maximum bonus for each officer
dependent on a percentage of the officer's base compensation and ROE or
consolidated net income achieved for the year. Under the Plan, the Committee
has the discretion to recommend to the Board that an additional bonus be paid
to participants.
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Officers covered by the Executive Incentive Plan received bonus
compensation for 1994 pursuant to the Plan as the level of performance,
measured by both consolidated net income and ROE, resulted in bonus
compensation slightly below the midpoint between bonus payable at threshold
levels of performance and maximum potential bonus based upon 1994 targets
established by the Board of Directors and recommended by the Compensation
Committee.
The Corporation's stock option plans are its long-term incentive plans for
officers and key employees. The stock option plans are designed further to
align the interests of the Corporation's executives and its shareholders by
creating a direct link between long-term executive compensation and long-term
increases in shareholder values. Since all options are granted at fair market
value at the time of grant, there is no built-in profit and thus the value of
the option is tied solely and directly to increases in value of the
Corporation's Common Shares. Stock options are granted to the Corporation's
officers from time to time as deemed appropriate by the Committee based on
various factors, including particularly the executive's ability to influence
the Corporation's long- term growth and profitability.
The Compensation Committee periodically reviews the base compensation of
the Corporation's officers. At the end of 1994, based on various factors,
including the Corporation's continued earnings improvement in 1994 and the
relationship between the level of Mr. Ryan's base compensation and the median
compensation of chief executive officers of companies in the American Stock
Exchange Capital Goods Index with annual revenues between $40 million and
$120 million, the Committee recommended an increase of $10,000 in the base
annual rate of compensation of Mr. Ryan.
THE COMPENSATION COMMITTEE
Francis J. Dunleavy, Chairman
Frederick L. Bissinger
Roy C. Carriker
Ralph R. Whitney, Jr.
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PERFORMANCE GRAPH
The following graph shows the cumulative total return for the last five
years, calculated as of December 31 of each such year, for the Corporation's
Common Shares, the Standard & Poor's 500 Index and the American Stock
Exchange Capital Goods Index. The graph assumes that the value of the
investment in each of the three was $100 at December 31, 1989 and that all
dividends were reinvested.
|-----------------------------------------------------------------------------|
| 200|------------------------------------------------------------------| |
| | | |
| | | |
| 180|------------------------------------------------------------------| |
| | * | |
| | | |
| 160|------------------------------------------------------------------| |
| | & & | |
| D | * | |
| O 140|------------------------------------------------------------------| |
| L | * & * | |
| L | & # # | |
| A 120|------------------------------------------------------------------| |
| R | | |
| S | * | |
| 100|---*&#-------------------#-----------#----------------------------| |
| | & | |
| | # | |
| 80|------------------------------------------------------------------| |
| | | |
| | | |
| 60|----|----------|---------|-----------|-----------|-----------|----| |
| 1989 1990 1991 1992 1993 1994 |
| |
| *=SELAS &=S&P 500 #=AMEX |
| |
|-----------------------------------------------------------------------------|
===============================================================================
1989 1990 1991 1992 1993 1994
- - -------------------------------------------------------------------------------
Selas Corporation of
America $100 $111 $138 $149 $178 $130
- - -------------------------------------------------------------------------------
S&P 500 Index 100 97 126 136 151 153
- - -------------------------------------------------------------------------------
AMEX Capital Goods Index 100 84 101 102 126 122
===============================================================================
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BOARD AND COMMITTEE MATTERS
The Corporation's Board of Directors met ten times in 1994. Directors who
are not officers of the Corporation receive an annual retainer of $20,000
plus $800 per Board or Committee meeting attended on a particular day and
$400 for each additional Board or Committee meeting attended on the same day.
The Board of Directors has standing Audit and Compensation Committees.
There is no standing Nominating Committee.
The Audit Committee, comprised of Mr. Austin, Chairman, and Messrs.
Bissinger and Whitney, met two times in 1994. The Audit Committee receives
information from the outside auditors and from management of the Corporation
relating to the Corporation's financial statements and considers
recommendations of the auditors and financial management as to audit and
accounting matters.
The Compensation Committee, comprised of Mr. Dunleavy, Chairman, and
Messrs. Bissinger, Carriker and Whitney, met three times during 1994. The
Compensation Committee reviews and makes recommendations to the Board of
Directors concerning officer compensation and officer and employee bonus
programs and administers the Corporation's 1985 Stock Option Plan and the
1994 Stock Option Plan.
SHAREHOLDER PROPOSALS
Under Securities and Exchange Commission rules, certain shareholder
proposals may be included in the Corporation's proxy statement. Any
shareholder desiring to have such a proposal included in the Corporation's
proxy statement for the Annual Meeting to be held in 1996 must deliver a
proposal in full compliance with Rule 14a-8 under the Securities Exchange Act
of 1934 to the Corporation's executive offices not later than November 16,
1995.
OTHER MATTERS
The management of the Corporation knows of no matters other than those
stated above to come before the meeting. However, if any other matters should
properly come before the meeting, the enclosed proxy confers discretionary
authority with respect thereto.
The cost of printing and mailing this notice and soliciting the proxies is
to be borne by the Corporation. Employees of the Corporation may solicit
proxies by personal interview, mail, telephone and telegraph. The Corporation
has retained Hill and Knowlton, Inc. to assist in the solicitation of proxies
at an estimated cost of approximately $3,750 plus expenses. The Corporation
will request brokerage houses and other nominees to forward soliciting
material to the beneficial owners of the shares held of record by such
persons. The Corporation will reimburse them for their expenses in doing so.
Robert W. Ross
Secretary
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SELAS CORPORATION OF AMERICA
DRESHER, PENNSYLVANIA 19025
This Proxy is Solicited on Behalf of the Board of Directors
The person signing this Proxy hereby appoints STEPHEN F.
RYAN and ROBERT W. ROSS as proxies, each with power to
appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side of
this Proxy card, all the common shares of Selas Corporation
of America held of record by the person signing this Proxy
on March 7, 1995 at the annual meeting of shareholders to
be held on April 18, 1995 or any adjournment thereof.
PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
(continued on other side)
FOLD AND DETACH HERE
<PAGE> 13
1. ELECTION OF DIRECTORS.
The nominees for election are Francis J. Dunleavy and Stephen F. Ryan.
FOR all nominees / / Withhold Authority / /
listed above (except as to vote for all
marked to the nominees listed above
contrary at the right)
To withhold authority to vote for
any individual nominee, write that
nominee's name in the space provided below.
- - -------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE AUDITORS OF THE CORPORATION.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY,
DULY EXECUTED, WILL BE VOTED AS
INSTRUCTED ABOVE. IF INSTRUCTIONS ARE
NOT GIVEN, THEY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AS SET FORTH IN
THE CORPORATION'S PROXY STATEMENT AND
FOR RATIFICATION OF THE APPOINTMENT
OF AUDITORS.
-------------------------------------------
-------------------------------------------
Signature
Your signature should appear exactly as your
name appears in the space to the left. For
joint accounts, any co-owner may sign. When
signing in a fiduciary or representative
capacity, please give your full title as such.
Date , 1995
----------------------------------
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
FOLD AND DETACH HERE
