<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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ANCHOR GAMING
- - --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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.:
0-23124
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ANCHOR GAMING
815 PILOT ROAD, SUITE G
LAS VEGAS, NEVADA 89119
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 8, 1996
------------------------
As a stockholder of Anchor Gaming, you are hereby given notice of and
invited to attend in person or by proxy the Annual Meeting of Stockholders of
the Company to be held at 815 Pilot Road, Suite G, Las Vegas, Nevada 89119, on
Friday, November 8, 1996, at 10:00 a.m. local time, for the following purposes:
1. To elect directors, each for a one-year term.
2. To approve an amendment to the Company's Restated Articles of
Incorporation to increase the authorized Common Stock from 25,000,000 to
50,000,000 shares.
3. To approve an amendment to the Anchor Gaming 1995 Employee Stock Option
Plan to increase by 50,000 the number of shares of Common Stock as to
which options may be granted under the Plan.
4. To transact such other business as may properly come before the meeting
and any adjournment thereof.
The Board of Directors has fixed the close of business on September 17, 1996
as the record date for the determination of stockholders entitled to notice of
and to vote at such meeting and any adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, TO ASSURE YOUR SHARES ARE REPRESENTED AT THE
MEETING, PLEASE DATE, EXECUTE, AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE FOR WHICH NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors
[SIG]
Thomas J. Matthews
EXECUTIVE VICE PRESIDENT AND SECRETARY
Las Vegas, Nevada
September 26, 1996
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.
<PAGE>
ANCHOR GAMING
815 PILOT ROAD, SUITE G
LAS VEGAS, NEVADA 89119
------------------------
PROXY STATEMENT
---------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 8, 1996
This Proxy Statement is furnished to stockholders of Anchor Gaming, for use
at the 1996 Annual Meeting of Stockholders to be held at the date, time, and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders, or at any adjournment of the Annual Meeting. The
enclosed proxy is solicited on behalf of the Board of Directors of the Company.
A stockholder executing the accompanying proxy has the right to revoke it at any
time prior to its being voted by notifying the Secretary of the Company in
writing, executing a subsequent proxy, or attending the meeting and voting in
person. Unless a contrary choice is indicated, all duly executed proxies
received by the Company will be voted in accordance with the instructions set
forth on the proxy card. The record date for stockholders entitled to vote at
the Annual Meeting is the close of business on September 17, 1996. The
approximate date on which this Proxy Statement and the enclosed proxy are first
being sent or given to stockholders is September 26, 1996.
VOTING PROCEDURES
The accompanying proxy card is designed to permit each stockholder of record
at the close of business on the record date, September 17, 1996, to vote in the
election of directors, on the proposals described in this proxy statement, and
on any proposals that properly come before the Annual Meeting. The proxy card
provides space for a stockholder (i) to vote in favor of or to withhold voting
for the nominees for director, (ii) to vote for or against the proposals to be
considered at the Annual Meeting or (iii) to abstain from voting on any proposal
other than election of directors if the stockholder chooses to do so. The
election of directors will be decided by a plurality of the votes cast. All
other matters will be determined by a majority of the votes cast. Stanley E.
Fulton, Chairman of the Board and Chief Executive Officer of the Company, has
the right to vote a majority of the shares of stock entitled to vote at the
Annual Meeting.
The holders of a majority of all of the shares of stock entitled to vote at
the Annual Meeting, present in person or by proxy, will constitute a quorum for
the transaction of business at the Annual Meeting. Stanley E. Fulton, Chairman
of the Board and Chief Executive Officer of the Company, has the right to vote a
majority of the shares of stock entitled to vote at the Annual Meeting. If a
quorum is not present, the Annual Meeting may be adjourned from time to time
without further notice, if the time and place of the adjourned meeting are
announced at the meeting, until a quorum is obtained. Shares as to which
authority to vote has been withheld with respect to the election of any nominee
for director will not be counted as a vote for such nominee. Abstentions and
broker nonvotes are counted for purposes of determining the presence or absence
of a quorum for the transaction of business. Abstentions are counted in
tabulations of the votes cast on proposals presented to stockholders to
determine the total number of votes cast. Abstentions are not counted as votes
for or against any such proposals. Broker nonvotes are not counted as votes cast
for purposes of determining whether a proposal has been approved.
Stockholders are urged to sign the enclosed proxy and return it promptly.
When a signed card is returned with choices specified with respect to voting
matters, the shares represented are voted by the proxies designated on the proxy
card in accordance with the stockholder's instructions. The proxies for the
stockholders are Stanley E. Fulton and Michael D. Rumbolz.
<PAGE>
If a signed proxy card is returned and the stockholder has made no
specifications with respect to voting matters, the shares will be voted FOR the
proposals and, at the discretion of the proxies, on any other matter that may
properly come before the Annual Meeting or any adjournment.
The total outstanding capital stock of the Company as of August 27, 1996
consisted of 13,343,932 shares of Common Stock. Each share of Common Stock is
entitled to one vote.
MATTERS TO BE BROUGHT BEFORE THE MEETING
ELECTION OF DIRECTORS
The current number of members of the Board of Directors is six. Members of
the Board of Directors serve for a one-year term that expires at the Annual
Meeting or when a successor is elected and qualified. The election of directors
will be decided by a plurality of the votes cast.
The nominees for director are Stuart D. Beath, Michael B. Fulton, Stanley E.
Fulton, Elizabeth F. Jones, Michael D. Rumbolz, and Garret A. Scholz. All of the
nominees are members of the present Board of Directors. The Board believes that
the nominees will be available and able to serve as directors. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board may recommend, the Board may reduce
the number of directors to eliminate the vacancy, or the Board may fill the
vacancy at a later date after selecting an appropriate nominee. Information with
respect to the nominees is set forth in the section of this Proxy Statement
entitled "Management -- Directors and Executive Officers."
THE BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE "FOR"
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
The Company's Restated Articles of Incorporation (the "Articles of
Incorporation") presently authorize the issuance of 25,000,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"). As of August 27, 1996,
13,343,932 shares of Common Stock were issued and outstanding and 190,768 shares
of Common Stock were held in treasury. There are 717,400 shares reserved for
issuance under the Anchor Gaming 1995 Employee Stock Option Plan (the "Plan"),
leaving a balance of 10,747,900 authorized, unissued, and unreserved shares of
Common Stock.
The Board of Directors deems it advisable that the Articles of Incorporation
be further amended, subject to approval by the stockholders, to increase the
authorized Common Stock from 25,000,000 to 50,000,000 shares. Approval of the
amendment to the Articles of Incorporation requires the affirmative vote of a
majority of all shares of Common Stock entitled to vote at the annual meeting of
stockholders. Abstention from voting on the proposal will have the same effect
as voting against the proposal.
The Board of Directors unanimously recommends a vote FOR approval of the
amendment of paragraph (a) of Article 2 of the Company's Articles of
Incorporation so that, as amended, it will read as follows:
"The total number of shares of capital stock that the Corporation shall
have authority to issue is fifty-one million (51,000,000) shares, which
will be classified as follows: (i) fifty million (50,000,000) shares of
common stock, $.01 par value per share (the "Common Stock"); and (ii) one
million (1,000,000) shares of preferred stock, $.01 par value per share
(the "Preferred Stock").
The additional shares of Common Stock would become part of the existing
class of Common Stock, and the additional shares, when issued, would have the
same rights and privileges as the Common Stock now issued. There are no
preemptive rights relating to the Common Stock. If the
2
<PAGE>
proposed amendment is approved by the stockholders, it will become effective
upon filing and recording a certificate of amendment to the Articles of
Incorporation as required by State of Nevada corporation law.
Although the Company has no present plans, agreements, or understandings
regarding the issuance of the proposed additional authorized shares of Common
Stock, the Board of Directors believes that adoption of the amendment is
advisable because it will provide the Company with greater flexibility in
connection with possible future financing transactions, acquisitions of other
products or businesses, stock dividends or splits, employee benefit plans, and
other proper corporate purposes. Moreover, having such additional authorized
shares available will, subject to applicable law and rules of any exchange or
market on which the Common Stock is traded, give the Company the ability to
issue shares without the expense and delay of stockholder action to approve an
amendment to the Articles of Incorporation. Such a delay could deprive the
Company of the flexibility the Board views as important in facilitating the
effective use of the Company's shares. Except as otherwise required by
applicable law or the rules of any exchange or market on which the Common Stock
is traded, authorized but unissued shares of Common Stock may be issued at such
time, for such purposes, and for such consideration as the Board of Directors
may determine to be appropriate, without further authorization by stockholders.
Since the issuance of additional shares of Common Stock, other than on a pro
rata basis to all current stockholders, would dilute the ownership interest of a
person seeking to obtain control of the Company, such issuance could be used as
an anti-takeover device to discourage a change in control of the Company by
making it more difficult or costly. The Company is not aware of anyone seeking
to accumulate Common Stock or obtain control of the Company, and has no present
intention to use the additional authorized shares to deter a change in control
or otherwise as an anti-takeover device.
THE BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE "FOR"
APPROVAL TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY
AMENDMENT TO THE ANCHOR GAMING 1995 EMPLOYEE STOCK OPTION PLAN
PROPOSED AMENDMENT. The Board has approved, subject to the approval of the
stockholders of the Company, an amendment to the Anchor Gaming 1995 Employee
Stock Option Plan to increase the number of shares of Common Stock, as to which
options may be granted under the Plan, by 50,000 shares, from the existing limit
of 1,075,000 shares, to 1,125,000 shares.
The Board believes that the Plan is a significant part of the Company's
total compensation program. The objective of the Plan is to improve the ability
of the Company to attract and retain the most capable individuals to serve as
employees, executive officers, and directors of the Company and to encourage a
sense of ownership among such individuals. The Board believes that a significant
portion of employee compensation should be dependent on value created for
stockholders.
As of August 27, 1996, options to purchase an aggregate of 967,750 shares
(having an aggregate market value as of August 27, 1996 of $54,194,422) have
been issued under the Plan to a total of 35 Plan participants. As a result,
absent approval of the proposed amendment to the Plan, only 107,250 shares
remain available for issuance upon exercise of new options that may be granted
under the Plan. The Board believes that, in order to continue the effectiveness
of the Plan in achieving its objectives, the number of shares as to which
options may be granted should be increased so that a greater number of new
options may be granted in the future. At this time, it is not determinable what
future options may be granted to any particular Plan participants as a result of
the proposed amendment to the Plan, but the Company anticipates that some
portion of the newly authorized options may be granted to existing directors and
officers of the Company.
SUMMARY OF THE PLAN. Pursuant to the Plan, the Stock Option Committee of
the Board may award non-qualified stock options to purchase shares of Common
Stock to certain of its employees and directors. Awards will be made in the sole
discretion of the Stock Option Committee based upon the
3
<PAGE>
Company's policies as are in effect from time to time. All of the approximately
810 employees of the Company and all non-employee directors (other than members
of the Stock Option Committee) are eligible to participate in the Plan. The
purpose of option awards is to provide incentive to the Company's employees to
increase stockholder value through ownership of shares of Common Stock. Options
under the Plan must be granted at an exercise price equal to fair market value
on the date of the grant. Plan options become exercisable in either quarterly or
yearly installments, generally over a period of five years from the date of
grant if the option holder remains with the Company; however some options may
vest over a shorter period. The term of the options granted under the Plan is
ten years from the date of the grant. The Company grants options under the Plan
as part of the Plan participant's total compensation and therefore does not
receive monetary consideration for the grant of options, but only upon payment
of the exercise price.
FEDERAL INCOME TAX CONSEQUENCES. Under present law and regulations, there
are no tax consequences to the Company at the time an option agreement is
entered into and options are granted under the Plan, nor at the time when
options vest for any participant. At the time Common Stock is issued on the
exercise of an option, the Company is entitled to an ordinary compensation
deduction in an amount equal to the excess of the fair market value of the
Common Stock on the date of exercise over the option price with respect to such
amount, and will be obligated to withhold and remit to the Internal Revenue
Service the Company's and employee's share of federal employment taxes with
respect to such amount, as well as regular federal income tax withholding.
Options granted under the Plan are not subject to any provisions of the Employee
Retirement Security Act of 1974, as amended, or the qualification requirements
of Section 401(a) of the Internal Revenue Code.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE PROPOSED AMENDMENT TO THE PLAN
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 27, 1996, the beneficial
ownership of each current director, each nominee for director, each executive
officer included in the Summary Compensation Table, the directors and executive
officers as a group, and each stockholder known to management to own
beneficially more than 5% of the Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER OF COMMON STOCK CLASS
- - ---------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
Stuart D. Beath (1)............................................. 9,000 *
Salvatore T. DiMascio........................................... -0- *
FMR Corp. (2)................................................... 1,702,990 12.8
Michael B. Fulton (3)........................................... 489,500 3.7%
Stanley E. Fulton (4)........................................... 6,937,244 52.0%
Elizabeth F. Jones (5).......................................... 502,500 3.8%
Thomas J. Matthews (6).......................................... 37,850 *
Joseph Murphy (7)............................................... 17,500 *
Michael D. Rumbolz (8).......................................... 62,500 *
Garret A. Scholz (9)............................................ 10,800 *
All executive officers and directors as a group (10 persons)
(10)........................................................... 7,088,394 53.0%
</TABLE>
- - ------------------------
* Less than 1%.
(1) Represents 1,000 shares with respect to which Mr. Beath shares voting and
dispositive power with his wife. Includes 8,000 shares that may be acquired
upon the exercise of options exercisable within the next 60 days.
4
<PAGE>
(2) FMR Corp. is the holding company for an institutional investor, Fidelity
Management & Research Company. The information included herewith is based
upon the content of statements filed with the Securities and Exchange
Commission pursuant to section 13(g) of the Securities Exchange Act of 1934,
as amended. FMR Corp's. address is 82 Devonshire Street, Boston, MA
02109-3614.
(3) Represents 489,500 shares as to which Mr. Fulton's father, Stanley E.
Fulton, exercises voting power pursuant to an irrevocable proxy.
(4) Includes 2,930,000 shares owned by Mr. Fulton's six children and certain
other affiliates for which Mr. Fulton exercises voting power pursuant to
irrevocable proxies. Mr. Fulton's address is c/o Anchor Gaming, 815 Pilot
Road, Suite G, Las Vegas, NV 89119.
(5) Represents 502,500 shares as to which Ms. Jones' father, Stanley E. Fulton,
exercises voting power pursuant to an irrevocable proxy.
(6) Includes 16,250 shares that may be acquired upon the exercise of options
exercisable within the next 60 days.
(7) Represents 15,000 shares with respect to which Mr. Murphy shares voting and
dispositive power with his wife. Includes 2,500 shares that may be acquired
upon the exercise of options exercisable within the next 60 days.
(8) Includes 62,500 shares that may be acquired upon the exercise of options
exercisable within the next 60 days.
(9) Includes 1,000 shares held in a trust for which Mr. Scholz acts as trustee.
Includes 9,800 shares that may be acquired upon the exercise of options
exercisable within the next 60 days.
(10) Includes 101,550 shares that may be acquired upon the exercise of options
exercisable within the next 60 days.
5
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information about the current
directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- - ---------------------------------------- --- --------------------------------------------------------
<S> <C> <C>
Stuart D. Beath......................... 37 Director
Salvatore T. DiMascio................... 57 Executive Vice President and Chief Financial Officer
Michael B. Fulton....................... 37 Director
Stanley E. Fulton....................... 65 Chairman of the Board and Chief Executive Officer
Elizabeth F. Jones...................... 40 Director
Thomas J. Matthews...................... 30 Executive Vice President and Secretary
Joseph Murphy........................... 45 Vice President Casino Operations
Michael D. Rumbolz...................... 42 President, Chief Operating Officer and Director
Geoffrey A. Sage........................ 36 Corporate Controller
Garret A. Scholz........................ 56 Director
</TABLE>
STUART D. BEATH. Mr. Beath was elected as a director of the Company in
April 1994. Mr. Beath has served as First Vice President at Stifel, Nicolas &
Company, Inc., an investment bank, since April 1993. Prior to that time, Mr.
Beath served in the corporate finance department at A.G. Edwards & Sons, Inc.
for six years, in various capacities, with the most recent being as an officer
of the firm.
SALVATORE T. DIMASCIO. Mr. DiMascio, a certified public accountant, joined
the Company in June 1994 as its Executive Vice President and Chief Financial
Officer. Prior to joining the Company, Mr. DiMascio had served as President of
DiMascio Venture Management, Inc., a management and investment firm, for over
eight years. Mr. DiMascio also serves as a director of U.S. Communications, Inc.
Mr. DiMascio's other experience includes serving from 1978 to 1986 as Senior
Vice President and Chief Financial Officer of Conair Corporation.
MICHAEL B. FULTON. Mr. Fulton was elected as a director of the Company in
August 1995. Mr. Fulton has served as President at IllumiQuest, Inc., a
developer of educational based entertainment products, since January 1994. Prior
to that time, Mr. Fulton served as Executive Vice President and director of
Anchor Coin, a subsidiary of the Company responsible for its gaming machine
route operations and development of the Colorado Central Station Casino, from
March 1993 to December 1993. Prior to that time, Mr. Fulton was a tax attorney
with the Internal Revenue Service from December 1990 to March 1993 and an
independent consultant of tax and corporate law from January 1989 to November
1990. Mr. Fulton is the son of the Chairman of the Board of the Company.
STANLEY E. FULTON. Mr. Fulton serves as Chairman of the Board and Chief
Executive Officer of the Company. Prior to the Company's initial public offering
in January 1994, Mr. Fulton also served as President of the Company. Mr. Fulton
has also served as Chairman of the Board, President and Chief Executive Officer
of Anchor Coin, a subsidiary of the Company responsible for its gaming machine
route operations and development of the Colorado Central Station Casino, since
its inception in 1988. Immediately prior to forming Anchor Coin, Mr. Fulton was
Chairman of the Board and President of Gaming and Technology, Inc., the
predecessor of Alliance Gaming, Inc.
ELIZABETH F. JONES. Ms. Jones was elected as a director of the Company in
April 1994. Since November 1988, Ms. Jones has been principally engaged as a
private investor. She is the daughter of the Chairman of the Board of the
Company.
6
<PAGE>
THOMAS J. MATTHEWS. Since January 1994, Mr. Matthews has served as
Executive Vice President of the Company. In September 1994, he was elected
Secretary of the Company. Mr. Matthews served as President of Global
Distributors, Inc. from August 1992 to January 1994. Prior to that time, Mr.
Matthews was General Manager of Global Distributors, Inc. from 1990 until 1992,
and was Sales Director of Mikohn Gaming Corporation from 1987 until 1990.
JOSEPH MURPHY. Mr. Murphy has served as Vice President Casino Operations of
the Company since February 1996. Prior to that time, Mr. Murphy served as
General Manager of Gaming Operations of the Company since January 1994. Mr.
Murphy managed the gaming operations of Global Distributors from May 1993 until
January 1994. From 1990 until 1993, Mr. Murphy served as General Manager of
International Game Technology, Inc.'s ("IGT") gaming machine route operations,
which operated more than 1,800 machines. Mr. Murphy held similar positions with
Sunset Coin from 1989 to 1990, United Gaming from 1988 to 1989, and IGT from
1985 to 1988, all leading gaming machine route operators in Nevada.
MICHAEL D. RUMBOLZ. Mr. Rumbolz was elected as a director of the Company in
August 1995. Additionally, Mr. Rumbolz serves as the President and Chief
Operating Officer of the Company, positions he has held since August 1995. Prior
to joining the Company, Mr. Rumbolz was Director of Corporate Development for
Circus Circus Enterprises, Inc. from December 1992 to July 1995. During that
time, Mr. Rumbolz was also President of Windsor Casino Limited from January to
September 1994 and Canadian Gaming & Entertainment Corp from February to July
1995. Windsor Casino Limited is the Circus Circus/Hilton/Caesar's consortium
which opened and operates Windsor Casino. Mr. Rumbolz also held various
positions in subsidiaries of Circus Circus. Prior to that time, Mr. Rumbolz was
Executive Vice President of Anchor Coin and DD Stud, Inc., subsidiaries of the
Company, responsible for the its gaming machine route operations, development of
the Colorado Central Station Casino and distribution of the proprietary game
Double Down Stud-TM- from July 1992 to December 1992. Prior to that time Mr.
Rumbolz was a senior executive in the Trump-organization from February 1989 to
June 1992. Mr. Rumbolz is a former Chairman and Board member of the State of
Nevada Gaming Control Board.
GEOFFREY A. SAGE. Mr. Sage, a certified public accountant, joined Anchor
Gaming in July 1989 and serves as Anchor Gaming's Corporate Controller. Before
joining the Company, Mr. Sage was the Controller for Frontier Savings and Loan
Association in Las Vegas for one year. Prior to that time, Mr. Sage was a senior
auditor at Citibank (Nevada), N.A. for three and one-half years and an auditor
in the Las Vegas office of Laventhol & Horwath.
GARRET A. SCHOLZ. Mr. Scholz was elected as a director of the Company in
February 1994. Mr. Scholz, a private investor, was until September 1995, Vice
President Finance with McKesson Corporation, an international distributor of
pharmaceuticals and health care products and provider of health care management
services. He previously was Vice President and Treasurer, and had served with
McKesson Corporation since 1973 in various financial capacities.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Exchange Act 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. Officers, directors, and
greater than 10% stockholders are required by certain regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it, the Company provides the
following information: The Company believes that all officers, directors and
greater than 10% beneficial owners have complied with all applicable filing
requirements with respect to the equity securities of the Company.
7
<PAGE>
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
The Board of Directors met seven times during the fiscal year 1996. The
Board of Directors has standing Nominating, Audit, Compensation, and Stock
Option committees. The current members of each of the Board's committees are
listed below.
NOMINATING COMMITTEE. The Nominating Committee consists of Stanley E.
Fulton (chairman), Stuart D. Beath, Elizabeth F. Jones and Michael B. Fulton.
The Nominating Committee is responsible for nominating candidates for election
or appointment to the positions of chief executive officer and other key officer
and management positions. The Nominating Committee met once during the year
ended June 30, 1996.
AUDIT COMMITTEE. The Audit Committee consists of Garret A. Scholz
(chairman), Stuart D. Beath, and Elizabeth F. Jones. The Audit Committee is
responsible for monitoring the Company's internal audit function and its
internal accounting controls, recommending to the Board of Directors the
selection of independent auditors, considering the range of audit and non-audit
fees, and monitoring and reviewing the activities of the independent auditors.
The Audit Committee met twice during the year ended June 30, 1996.
COMPENSATION COMMITTEE. The Compensation Committee consists of Stanley E.
Fulton (chairman), Michael D. Rumbolz, and Garret A. Scholz. The Compensation
Committee recommends salary amounts for the Company's chief executive officer
and other executive officers and makes the final determination regarding bonus
arrangements and awards of stock options to such persons. The Compensation
Committee also advises the Board of Directors regarding principles and
philosophy to be observed by the Company in compensating directors, officers and
employees. The Compensation Committee met once during the year ended June 30,
1996.
STOCK OPTION COMMITTEE. The Stock Option Committee consists of Michael B.
Fulton and Elizabeth F. Jones. The Stock Option Committee is responsible for
determining the recipients and amounts of stock options granted under the Anchor
Gaming 1995 Employee Stock Option Plan (the "Plan") and (subject to the
provisions of the Plan) establishing the other terms of each option grant and
otherwise administering the Plan. The Stock Option Committee met once during the
year ended June 30, 1996.
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the last three years to the Company's chief executive
officer and each of the Company's four other most highly compensated executive
officers (based on total annual salary and bonus for the fiscal year ending June
30, 1996).
<TABLE>
<CAPTION>
NUMBER OF
ANNUAL COMPENSATION SECURITIES
NAME AND ------------------------------ UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS GRANTED COMPENSATION
- - ----------------------------------------- --------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Stanley E. Fulton 1996 $ 245,000 $ 100,000(1) -- --
Chairman of the Board and 1995 244,346 100,000(2) -- --
Chief Executive Officer 1994 244,000 -- -- $ 5,792(3)
Michael D. Rumbolz 1996 334,462(4) 100,000(1) 250,000 --
President and Chief Operating Officer 1995 -- -- -- --
1994
Salvatore T. DiMascio 1996 150,000 250,000(5) -- --
Executive Vice President and Chief 1995 175,000 100,000(2) -- --
Financial Officer 1994 1,731(4) 60,000 --
Thomas J. Matthews 1996 150,000 140,000(1) 10,000 --
Executive Vice President and Secretary 1995 175,000 100,000(2) -- --
1994 70,962(4) -- 75,000 --
Joseph Murphy 1996 150,000 140,000(1) 10,000 --
Vice President Casino Operations 1995 175,000 100,000(2) -- --
1994 70,962(4) 50,000 50,000 --
</TABLE>
- - ------------------------
(1) These bonuses are payable in December 1996, but were accrued for the fiscal
year 1996, and are subject to continued employment with the Company.
(2) These bonuses were paid in December 1995, but were accrued for the fiscal
year 1995.
(3) Consists of insurance premiums paid by the Company as additional
compensation.
(4) Mr. Rumbolz joined the Company in July 1995; Mr. DiMascio joined the Company
in June 1994; Mr. Matthews and Mr. Murphy joined the Company in January
1994.
(5) Of this amount, $125,000 was accrued for the fiscal year 1996 and paid in
August 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase Common Stock granted in the fiscal year ending June 30, 1996 to the
individuals named in the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL EXERCISE POTENTIAL STOCK APPRECIATION
UNDERLYING OPTIONS GRANTED PRICE EXPIRATION ----------------------------
NAME (1) OPTIONS GRANTED TO EMPLOYEES IN 1996 $/SHARE (1) DATE 5% (2) 10% (2)
- - ------------------------------ --------------- --------------------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanley E. Fulton............. 0 0 N/A N/A N/A N/A
Michael D. Rumbolz............ 250,000 87% $ 21.750 7/18/05 $ 3,420,000 $ 4,781,000
Salvatore T. DiMascio......... 0 0 N/A N/A N/A N/A
Thomas J. Matthews............ 10,000 3% $ 46.875 5/13/06 295,000 747,000
Joseph Murphy................. 10,000 3% $ 46.875 5/13/06 295,000 747,000
</TABLE>
- - ------------------------
(1) The exercise price in each case is the fair market value of the Common Stock
on the date of the grant.
(2) Assumed annual compounded rates of stock price appreciation of 5% (63%) and
10% (159%) over the term of the grant.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information concerning options to
purchase Common Stock by the individuals named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT JUNE 30, 1996 JUNE 30, 1996 (1)
ACQUIRED ON VALUE -------------------------- ----------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanley E. Fulton...................... 0 0 0 0 0 0
Michael D. Rumbolz..................... 0 0 0 250,000 0 $ 9,625,000
Salvatore T. DiMascio.................. 12,000 $ 130,500 24,000 24,000 $ 1,131,000 1,131,000
Thomas J. Matthews..................... 13,000 156,000 22,500 47,500 1,085,625 1,943,125
Joseph Murphy.......................... 5,000 60,000 10,000 35,000 482,500 1,340,000
</TABLE>
- - ------------------------
(1) The value is the amount by which the market value of the underlying stock at
June 30, 1996 ($60.25) exceeds the aggregate exercise prices of the options.
COMPENSATION OF DIRECTORS
Directors who are not employees or otherwise affiliates of the Company
receive director's fees of $1,000 for each Board meeting attended and $500 for
each committee meeting attended, as well as an annual director's fee of $1,000.
Additionally, all directors are reimbursed for certain out of pocket expenses
incurred in connection with attending Board and committee meetings.
Upon appointment to the Board, directors Garret A. Scholz and Stuart D.
Beath each received an option to purchase 20,000 shares of Common Stock,
exercisable at the fair market value of the Common Stock on the date of the
grant.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
Concurrent with the Company's initial public offering, the Company entered
into a five-year employment agreement with Thomas J. Matthews and Joseph Murphy
providing for minimum annual compensation of $175,000. In June 1994, the Company
entered into a five-year agreement with Salvatore T. DiMascio providing for
minimum annual compensation of $175,000, which was amended in February 1996 to
include a bonus of $125,000 upon consummation of the Company's secondary
offering, which took place in April 1996. In July 1995, the Company entered into
a five-year agreement with Michael D. Rumbolz providing for minimum annual
compensation of $460,000. Each of the above agreements provides that such
officer can only be terminated for "cause" as defined in the agreement, although
the agreements with Messrs. Matthews, Murphy, and DiMascio, can be terminated by
the Company at any time if the Company pays three months' severance pay, and Mr.
Rumbolz can be terminated at any time if the Company pays one year's severance
pay. The agreements contain restrictive covenants regarding the treatment of the
Company's proprietary information.
Pursuant to option agreements entered between the Company and each of
Salvatore T. DiMascio, Thomas J. Matthews, Joseph Murphy, and Geoffrey A. Sage,
each such officer's options will vest and become immediately exercisable if
Stanley E. Fulton is not the chief executive officer of the Company. Pursuant to
an option agreement between the Company and Michael D. Rumbolz, Mr. Rumbolz's
options will vest and become immediately exercisable upon a change in control as
defined in the agreement, or on December 31, 1998, in the event that Mr. Rumbolz
is not appointed as the Chief Executive Officer of the Company before such date.
In no event will the Company be required to make to any of the foregoing
executives any payment under such agreements that would result, in the opinion
of tax counsel, in an "excess parachute payment" within the meaning of section
280G of the Internal Revenue Code of 1986, and the imposition of an excise tax
under Section 4999 of the Internal Revenue Code of 1986.
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
CERTAIN TRANSACTIONS OF COMPENSATION COMMITTEE MEMBERS. From the inception
of the Company until the consummation of its initial public offering, Stanley E.
Fulton, the principal stockholder, Chairman of the Board, and Chief Executive
Officer of the Company, made unsecured loans to the Company and its affiliates,
from time to time, in a maximum aggregate amount of approximately $15.2 million.
The Company repaid $10.0 million of these loans out of proceeds of its initial
public offering. As of June 30, 1996, $1.8 million of these loans remained
outstanding. The majority of loans from Mr. Fulton were originally payable on
demand, but were amended to provide for a due date of June 30, 1995. Mr. Fulton
has since waived demand until July 1, 1997. These loans bear interest at 8.0%
per annum.
Stanley E. Fulton owned 50% of the outstanding equity securities of Global
Gaming Products, L.L.C. ("Global") prior to the acquisition of Global by the
Company in connection with the Company's initial public offering. The remaining
50% was beneficially owned by Michael S. Stone, Thomas J. Matthews and two other
current employees of the Company. Mr. Stone is the former President and director
of Anchor Gaming; Mr. Matthews is an Executive Vice President of Anchor Gaming.
Global was the obligor (until the Company assumed the note) on $1.0 million
aggregate principal amount of unsecured promissory notes to Mr. Fulton, $500,000
principal amount of which is payable on demand (which demand was waived through
July 1, 1997), bears interest payable monthly at a rate of 8% per annum, and
$500,000 principal amount of which is due in October 1998, bears interest
payable monthly at a rate of 8% per annum. At June 30, 1996, the principal
balances of these notes were still outstanding.
A relative of the children of Stanley E. Fulton loaned $2.0 million to the
Company in June 1993. The principal amount of this loan was payable in a single
installment in 1998 and bore interest at 12% payable monthly. As additional
consideration for this loan, the Company granted an option to purchase 40,000
shares of Common Stock at the initial public offering price of $12.00 per share.
Mr. Fulton personally guaranteed this loan. The loan was paid in full on July 6,
1995.
Stanley E. Fulton owned 100% of the common stock of an Anchor Gaming slot
route location. On January 31, 1996, Mr. Fulton sold the location to an
unaffiliated third party. For providing the gaming machines and slot route
services, the Company received a percentage of the net win of the location
similar to other route locations. The Company held a note receivable from the
location in the amount of $284,704 at January 31, 1996, of which $257,562 was
assumed by the new owner. The remaining balance of the loan due from the
principal stockholder at June 30, 1996, of $27,142 was paid in full on July 11,
1996. The location, under the ownership of Mr. Fulton, accounted for $180,822,
$295,502, and $322,484 of gaming revenue during the years ended June 30, 1996,
1995, and 1994, respectively, and $145,684, $279,059, and $293,913 of route
costs during the years ended June 30, 1996, 1995, and 1994, respectively.
In August 1996, the Company made certain payments to an entity controlled by
an employee of the Company. These funds were used to repay a debt of $500,000
owed by the employee and his affiliate to Stanley E. Fulton.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for recommending to the full Board
of Directors salary amounts for the Company's chief executive officer and other
executive officers, as well as making the final determination regarding bonus
arrangements and awards of stock options to such persons.
Management believes that the gaming industry is increasing in
competitiveness, making the attraction and retention of qualified executives
more important to the overall success of the business. Compensation to
executives is designed to attract and retain talent, as well as to motivate the
11
<PAGE>
performance of executives. Compensation also rewards performance that
demonstrably meets the Company's strategic, financial and operating objectives.
In the last fiscal year, executive compensation comprised the following
elements:
BASE SALARY. The base salary for the chief executive officer and the
other executive officers of the Company was determined by an evaluation of
the credentials of such officers as well as a review of publicly available
information concerning the base salaries of executives with similar
responsibilities in companies engaged in similar businesses, including, but
not limited to, the gaming and leisure industries. The responsibilities of
each executive officer as well as the subjective evaluation of such
officer's contribution to the business were also factors in the
determination of executive compensation.
ANNUAL INCENTIVE COMPENSATION. Year-end cash bonuses are designed to
motivate the chief executive officer and the other executive officers to
achieve specific annual financial goals. At the end of each fiscal year the
Compensation Committee will assess each executive's contributions to the
Company as well as the degree to which specific annual financial, strategic,
and operating objectives were met by the Company.
STOCK OPTIONS. The Board and the Stock Option Committee believe that a
significant portion of executive compensation should be dependent on value
created for stockholders. Additionally, the Board and the Compensation
Committee believe that part of retention of superior talent is to foster a
sense of ownership in the Company. In keeping with this philosophy, from
time to time the Committee will recommend that stock options be granted to
particular officers. In the last fiscal year, certain options were granted
at fair market value on the date of the grant. These options become
exercisable three years from the date of grant if the option holder remains
with the Company. In selecting recipients for option grants and in
determining the size of such grants, the Board considers various factors
such as the earnings levels of the Company and the contributions of the
individual recipient to the Company. In addition, stock options were awarded
just after the Company's initial public offering in order to encourage
management stability over the next several years.
Executives also receive benefits typically offered to executives by
companies engaged in businesses similar to the Company, such as life and health
insurance.
1996 COMPENSATION OF CHIEF EXECUTIVE OFFICER
The base salary of Stanley E. Fulton remained the same during fiscal year
1996 as compared to fiscal year 1995. Mr. Fulton's compensation was based upon
analysis of (1) the level and value of the contribution that the Board of
Directors believes Mr. Fulton, as founder of the Company, has made and can make
in the future, (2) the prominence of Mr. Fulton in the Nevada business community
in general and the gaming community in particular, (3) the annual compensation
received by chief executive officers in similar businesses, (4) the annual base
salaries currently being paid to the other executive officers and (5) the fact
that Mr. Fulton maintains a substantial ownership position in the Company.
Stuart D. Beath Michael B. Fulton
Elizabeth F. Jones Michael D. Rumbolz
Stanley E. Fulton Garret A. Scholz
12
<PAGE>
COMPARISON OF SHAREHOLDER RETURN
The following graph compares the cumulative total return of the Common Stock
during the period commencing January 28, 1994, the date public trading of the
Common Stock began following the Company's initial public equity offering, to
June 30, 1996, with the S&P 500 Index and the Dow Jones Industry Group
CNO-Casinos (which include 42 companies). The S&P 500 Index includes 500 United
States companies in the industrial, transportation, utilities and financial
sectors and is weighted by market capitalization.
The graph depicts the results of investing $100 in the Common Stock of the
Company (at the initial public offering price of $12.00 per share), the S&P 500
Index and the Dow Jones Industry Group CNO-Casinos at their closing prices on
January 28, 1994. The graph assumes that all dividends were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ANCHOR GAMING DOW JONES GROUP CNO S&P 500 INDEX
<S> <C> <C> <C>
1/28/94 100.00 100.00 100.00
3/31/94 129.17 86.90 93.04
6/30/94 100.00 63.80 93.44
9/30/94 150.00 69.74 98.00
12/30/94 127.08 62.41 97.99
3/31/95 135.42 77.65 107.53
6/30/95 185.42 85.77 117.79
9/29/95 210.42 81.57 127.15
12/29/95 189.58 76.01 134.82
3/29/96 268.75 91.33 142.05
6/28/96 502.08 107.04 148.43
</TABLE>
STOCKHOLDER PROPOSALS
A proper proposal submitted by a stockholder in accordance with applicable
rules and regulations for presentation at the Company's 1997 annual meeting that
is received at the Company's principal executive office by May 30, 1997, will be
included in the Company's proxy statement and form of proxy for that meeting.
Stockholders wanting to present proposals for action at the 1996 Annual
Meeting of Stockholders must give written notice, in accordance with Article II,
Section 9 of the Amended and Restated Bylaws of the Company, to the Secretary of
the Company at the address set forth on the cover page of this Proxy Statement
(i) not later than 60 days following the end of the Company's fiscal year 1996
or (ii) at the close of the business day on the earlier of (a) the fifth
business day following the day on which notice of a special meeting was mailed
or (b) the fifth business day following the day public disclosure was made of
the date of the Annual Meeting. Stockholder proposals may also be presented to
the Annual Meeting in
13
<PAGE>
person by the stockholder submitting such proposal or a representative who is
qualified under Nevada law to present the proposal on the stockholder's behalf.
The chairman presiding at any meeting of the stockholders may, in his sole
discretion, refuse to allow a stockholder or the stockholder's representative to
present any proposal that the Company would not be required to include in a
proxy statement pursuant to any rule promulgated by the Securities and Exchange
Commission.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies on the accompanying form will be paid by
the Company. Officers or employees of the Company may solicit proxies by mail,
telephone, or telegraph. Upon request, the Company will reimburse brokers,
dealers, banks and trustees, or their nominees, for reasonable expenses incurred
by them in forwarding proxy material to beneficial owners of shares of the
Common Stock.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, independent certified public accountants, has been
selected by the Board of Directors as the Company's independent auditor for the
fiscal year 1997. Representatives of Deloitte & Touche, who were also the
Company's independent auditors for the fiscal year 1996, are expected to be
present at the Annual Meeting. They will have the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action
at the meeting other than the matters set forth herein. Should any other matter
requiring a vote of stockholders arise, the proxies in the enclosed form confer
upon the person or persons entitled to vote the shares represented by such
proxies discretionary authority to vote in accordance with their best judgment
in the interest of the Company.
FINANCIAL STATEMENTS
A copy of the 1996 Annual Report of the Company containing audited financial
statements accompanies this Proxy Statement. The consolidated balance sheets of
Anchor Gaming and subsidiaries as of June 30, 1996 and 1995, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended June 30, 1996 contained on pages 21
through 35 of the 1996 Annual Report to Stockholders of Anchor Gaming and the
Selected Financial Data and Management's Discussion and Analysis of Financial
Condition and Results of Operations contained on pages 14 through 20 of such
Annual Report are incorporated by this reference in this Proxy Statement. The
remainder of the Annual Report does not constitute a part of the proxy
solicitation material.
The Company will provide, without charge, to each person to whom a copy of
this Proxy Statement is delivered, upon the written or oral request of such
person and by first class mail or other equally prompt means within one business
day of receipt of such request, a copy of the annual report on Form 10-K of the
Company. Requests should be directed to Salvatore T. DiMascio, Executive Vice
President and Chief Financial Officer, c/o Anchor Gaming, 815 Pilot Road, Suite
G, Las Vegas, Nevada 89119.
By Order of the Board of Directors,
[SIG]
Thomas J. Matthews
EXECUTIVE VICE PRESIDENT AND SECRETARY
September 26, 1996
14
<PAGE>
ANCHOR GAMING
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
AT 10:00 A.M., FRIDAY, NOVEMBER 8, 1996
815 PILOT ROAD, SUITE G
LAS VEGAS, NEVADA 89119
The undersigned stockholder of Anchor Gaming (the "Company") hereby
revokes any proxy or proxies previously granted and appoints Stanley E.
Fulton and Michael D. Rumbolz or either of them, as proxies, each with full
powers of substitution and resubstitution, to vote the shares of the
undersigned at the above-stated Annual Meeting and at any adjournment(s)
thereof:
(1) Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY
(except as provided to to vote for all
the contrary below) / / nominees below / /
Stuart D. Beath, Michael B. Fulton, Stanley E. Fulton,
Elizabeth F. Jones, Stanley E. Fulton,
Michael D. Rumbolz and Garret A. Scholz
(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write that
nominee's name on the space provided
below):
- - -------------------------------------------------------------------------------
(2) To approve an amendment to the Company's Amended Articles of
Incorporation to increase the authorized common stock from 25,000,000 to
50,000,000 shares.
FOR / / AGAINST / / ABSTAIN / /
(3) Amendment to the Anchor Gaming 1995 Employee Stock Option Plan to
increase by 50,000 the number of shares of Common Stock as to which options
may be granted under the Plan.
FOR / / AGAINST / / ABSTAIN / /
(3) On any other business that may properly come before the meeting.
ABSTAIN / /
(PLEASE SIGN ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM REVERSE SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE. IF A
CHOICE IS NOT INDICATED WITH RESPECT TO ITEMS (1) THIS PROXY WILL BE VOTED
"FOR" EACH OF THE NOMINEES LISTED. IF A CHOICE IS NOT INDICATED WITH RESPECT
TO ITEM (2) OR (3) THIS PROXY WILL BE VOTED "FOR" SUCH ITEM. THE PROXIES WILL
USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM (4)
UNLESS THE BOX LABELED "ABSTAIN" IS CHECKED. THIS PROXY IS REVOCABLE AT ANY
TIME BEFORE IT IS EXERCISED.
Receipt herewith of the Company's Annual Report and Notice of Meeting and
Proxy Statement, dated September 26, 1996, is hereby acknowledged.
Dated: , 1996.
---------------------------------------
---------------------------------------
(Signature of Stockholder(s))
(Joint owners must EACH sign. Please sign
EXACTLY as your name(s) appear(s) on this
card. When signing as attorney, trustee,
executor, administrator, guardian or
corporate officer, please give your FULL
title.)
PLEASE SIGN, DATE AND MAIL TODAY.
