SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ARDEN INDUSTRIAL PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule A.
[ ] $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 transactions 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:
ARDEN FASTENERS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, OCTOBER 28, 1996
Notice is hereby given that the Annual Meeting of Shareholders of Arden
Industrial Products, Inc. will be held at its St. Paul Distribution Center, 200
South Owasso Boulevard East, St. Paul, Minnesota, on Monday, October 28, 1996,
at 3:30 p.m., Central Time, for the following purposes:
1. To elect a Board of five directors, each to serve until the
next Annual Meeting of Shareholders or until their successors
are elected and qualified;
2. To consider and act upon a proposal to ratify the selection of
McGladrey & Pullen, LLP as independent auditors of the Company
for the fiscal year ending June 30, 1997; and
3. To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on September 11,
1996, as the record date for the determination of shareholders entitled to vote
at the meeting and any adjournment thereof.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY SO DESIRE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Larry A. Carlson
Larry A. Carlson, Chairman
St. Paul, Minnesota
September 26, 1996
PROXY STATEMENT
OF
ARDEN FASTENERS
560 OAK GROVE PARKWAY
VADNAIS HEIGHTS, MINNESOTA 55127
GENERAL MATTERS
SOLICITATION OF PROXIES
This Proxy Statement, mailed on or about September 26, 1996, is
furnished to the shareholders of Arden Industrial Products, Inc. (the "Company")
in connection with the solicitation of proxies by the Board of Directors of the
Company to be voted at the Annual Meeting of Shareholders to be held on October
28, 1996, or any adjournment or adjournments thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. The cost of this
solicitation, which is being made on behalf of the Company and the Board of
Directors, will be borne by the Company. In addition to solicitation by mail,
officers, directors and employees of the Company may solicit proxies by
telephone, special communications or in person. The Company may also request
banks and brokers to solicit their customers who have a beneficial interest in
the Company's Common Stock registered in the names of nominees and will
reimburse such banks and brokers for their reasonable out-of-pocket expenses.
VOTING, EXECUTION AND REVOCATION OF PROXIES
Only stockholders of record at the close of business on September 11,
1996, will be entitled to vote. As of that date, the Company had 6,989,456
shares of Common Stock outstanding and entitled to vote. Each share is entitled
to one vote.
If a proxy is properly executed and returned on time in the form
enclosed, it will be voted at the meeting as specified. Where specification has
not been made, it will be voted FOR the election of the nominees for director,
FOR the ratification of the appointment by the Board of Directors of McGladrey &
Pullen, LLP as the Company's independent auditors for the fiscal year ending
June 30, 1997, and will be deemed to grant discretionary authority to vote upon
any other matters properly coming before the meeting. The presence in person or
by proxy of the holders of a majority of the shares of stock entitled to vote at
the Annual Meeting of Shareholders, or 3,494,729 shares, constitutes a quorum
for the transaction of business.
A list of those shareholders entitled to vote at the Annual Meeting
will be available for a period of ten (10) days prior to the Annual Meeting for
examination by any shareholder at the Company's principal executive offices, 560
Oak Grove Parkway, Vadnais Heights, Minnesota, and at the Annual Meeting itself.
Any proxy may be revoked at any time before it is voted by written
notice to the Secretary, by receipt of a proxy properly signed and dated
subsequent to an earlier proxy, or by revocation of a written proxy by request
at the Annual Meeting. If not so revoked, the shares represented by such proxy
will be voted.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 11, 1996, the number of
shares of Common Stock beneficially owned by each person known to the Company to
be the beneficial owner of more than 5% of the outstanding shares of the
Company's capital stock, by each director and certain executive officers and by
all directors and executive officers as a group. Shares not outstanding but
deemed beneficially owned by virtue of the right of an individual to acquire
them within 60 days are treated as outstanding only when determining the amount
and percentage owned by such individual or entity. Except as otherwise
indicated, the persons listed possess all of the voting and investment power
with respect to the shares listed for them.
DIRECTORS, EXECUTIVE OFFICERS, AND 5% NUMBER PERCENT
SHAREHOLDERS OF SHARES OF CLASS
Larry A. Carlson (1)
560 Oak Grove Parkway
Vadnais Heights, MN 55127 1,459,936 20.9%
Brian P. Carlson (2)
560 Oak Grove Parkway
Vadnais Heights, MN 55127 1,323,151 18.9%
Joseph C. Levesque (3)
2350 Helen Street
North St. Paul, MN 55109 7,500 *
David D. Koentopf (4)
10425 Bluff Road
Eden Prairie, MN 55347 7,042 *
Ann Rockler Jackson (5)
The Woodworkers' Store
4365 Willow Drive
Medina, MN 55340 5,417 *
Kim B. Erickson (6)
560 Oak Grove Parkway
Vadnais Heights, MN 55127 9,525 *
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202 1,028,400 14.7%
State of Wisconsin Investment Board
P.O. Box 7842
Madison, WI 53707 532,000 7.6%
All executive officers and directors as a
group (6 persons)(1-6) 2,812,571 40.1%
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* Represents less than 1%
(1) Includes an aggregate of 143,130 shares held in trust for the benefit
of Mr. Carlson's three children, over which Mr. Carlson exercises no
voting or investment power, 115,000 shares owned by Mr. Carlson's
spouse and 3,408 shares owned directly by Mr. Carlson's children.
(2) Includes an aggregate of 158,864 shares held in trust for the benefit
of Mr. Carlson's two children, over which Mr. Carlson exercises no
voting or investment power, and an aggregate of 112,500 shares owned by
charitable trusts over which Mr. Carlson disclaims beneficial
ownership.
(3) Consists of shares purchasable upon exercise of currently exercisable
options.
(4) Includes 6,042 shares purchasable upon exercise of currently
exercisable options.
(5) Consists of shares purchasable upon exercise of currently exercisable
options.
(6) Includes 6,000 shares purchasable upon exercise of currently
exercisable options.
ELECTION OF DIRECTORS
(PROPOSAL #1)
NOMINEES FOR ELECTION AS DIRECTORS
The Board of Directors currently consists of five persons. Each
director will be elected to serve until the Annual Meeting of Shareholders to be
held in 1997 or until a successor is elected and qualified. Vacancies and
newly-created directorships resulting from an increase of the number of
directors may be filled by a majority of the directors then in office and the
directors so chosen will hold office until the next election.
The Board of Directors has nominated for election the five persons
named below. Proxies cannot be voted for a greater number of persons than the
number of nominees named below. The Board recommends a vote FOR all such
nominees, and it is intended that, unless contrary written instructions are
provided, proxies accompanying this Proxy Statement will be voted at the 1996
Annual Meeting FOR the election to the Board of all of the nominees named. The
Board of Directors believes that each nominee will be able to serve, but should
any nominee be unable to serve as a director, the persons named in the proxies
have advised that they will vote for the election of such substitute nominee as
the Board of Directors may propose.
The names, ages and respective positions of the nominees, their
occupations and other information is set forth below, based upon information
furnished to the Company by the nominees.
LARRY A. CARLSON, age 45, has served as Chairman of the Board,
President, and Chief Executive Officer of the Company since 1986. Prior to that,
he served in various capacities since he joined the Company in 1972. Mr. Carlson
is the brother of Brian P. Carlson.
BRIAN P. CARLSON, age 41, has served as a director of the Company since
1986. Since 1994, Mr. Carlson has been engaged in various philanthropic
activities. From 1986 until 1994, he was an Executive Vice President and
Director of Sales and Marketing of the Company. Prior to that, he served in
various capacities since he joined the Company in 1974. Mr. Carlson is the
brother of Larry A. Carlson.
JOSEPH C. LEVESQUE, age 51, was elected a director of the Company in
January 1994. Since 1986, Mr. Levesque has served as President, Chief Executive
Officer, and Chairman of the Board of Directors of Aetrium Incorporated, a
Nasdaq National Market listed manufacturer of semiconductor handling and testing
equipment. He serves on the Company's Compensation and Audit Committees.
DAVID D. KOENTOPF, age 53, was elected a director of the Company in May
1994. Since 1993, he has been the Chairman of the Board of Everest Medical
Corp., a publicly-held manufacturer of medical devices. From 1986 to 1992, he
was with Lifetouch, Inc., a school and retail photography business, most
recently as President and CEO. In addition to Everest Medical, Mr. Koentopf is
also a director of LifeRate Systems, Inc. and Intranet Solutions, Inc. He serves
on the Company's Compensation and Audit Committees.
ANN ROCKLER JACKSON, age 46, was elected a director of the Company in
August 1994. Ms. Jackson is President and Chief Executive Officer of Rockler
Companies, Inc., which operates The Woodworkers' Store, a catalogue and retail
merchandiser operating in 10 states, which she joined in 1969. She serves on the
Company's Compensation and Audit Committees.
BOARD OF DIRECTORS AND COMMITTEES
MEETINGS. During fiscal 1996, the Board of Directors of the Company
held eight meetings. All of the meetings were attended by every director, except
that Ann Rockler Jackson and Brian Carlson were each unable to attend one
meeting and David Koentopf was unable to attend two meetings.
REMUNERATION OF DIRECTORS. The Company currently does not pay cash
compensation or fees to directors who are employees of the Company (presently,
only Larry A. Carlson). However, the Company pays nonemployee directors an
annual directors' fee of $2,500 and $500 for each meeting of the Board or
committee thereof attended. In addition, nonemployee directors are reimbursed
for certain expenses in connection with attendance at Board and committee
meetings.
Nonemployee directors are also compensated with annual stock option
grants of 2,500 shares, exercisable at fair market value on the date of grant
and expiring 10 years after issuance (the "Directors' Options"). Directors'
Options are granted at the time of election or reelection at the Annual
Shareholders' Meeting.
BOARD COMMITTEES. The Board of Directors has both an Audit Committee
and a Compensation Committee.
The Audit Committee acts as a liaison between the Company's independent
auditing firm and Company management and, in connection therewith, may (i)
recommend to the Board of Directors an annual selection or retention of the
Company's independent auditing firm, (ii) communicate with the Company's
independent auditing firm concerning matters of accounting and auditing policy
which such firm may desire to discuss with other than Company management, and
(iii) review and recommend to Company management improvements in the Company's
accounting and auditing procedures. The current members of the Audit Committee
consist of Messrs. Levesque and Koentopf and Ms. Jackson. The Audit Committee
held two meetings during the 1996 fiscal year.
The Compensation Committee makes recommendations to the Board of
Directors respecting the sufficiency and adequacy of the Company's compensation
programs for management and other key employees, including (i) salary and bonus
programs, (ii) incentive and other stock option programs (including the
recommendation of persons who should receive options and the exercise price and
other terms therefor), and (iii) other perquisites. The current members of the
Compensation Committee consist of Messrs. Levesque and Koentopf and Ms. Jackson.
The Compensation Committee held one meeting during the 1996 fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS. During the Company's 1996 fiscal year, the Compensation
Committee was comprised of Joseph C. Levesque, David D. Koentopf and Ann Rockler
Jackson. No member of the Compensation Committee is or has ever been an officer
of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
To the knowledge of the Company, based solely upon a review of Forms 3
and 4 furnished to the Company during the fiscal year ended June 30, 1996,
pursuant to Rule 16a-3(e) of the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Forms 5
and amendments thereto furnished to the Company with respect to the year ended
June 30, 1996, there were no missed or late filings in the 1996 fiscal year.
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid
to or earned by the Company's Chief Executive Officer and its two other
executive officers during the past three fiscal years whose annual salary and
bonus exceeded $100,000 during the Company's fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
NAME AND PRINCIPAL POSITION FISCAL COMPENSATION
YEAR ENDED
JUNE 30,
AWARDS OF
SALARY ($) BONUS ($) OPTIONS (#)
<S> <C> <C> <C> <C>
Larry A. Carlson, Chairman of 1996 150,020 2,135 ---
the Board, President and Chief 1995 155,218 -0- ---
Executive Officer 1994 159,386 -0- ---
Kim B. Erickson, Vice President, Finance 1996 119,990 1,708 15,000
and Chief Financial Officer 1995 119,990 3,204 ---
1994 119,990 3,165 15,000
Judy T. Ohannesian, Vice President Operations 1996 100,000 952 15,000
1995 19,231 -0- -0-
1994 --- --- ---
</TABLE>
STOCK OPTIONS
The Company granted stock options to the executive officers named in
the Summary Compensation Table during its 1996 fiscal year as follows:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
PERCENT OF STOCK PRICE
NUMBER OF TOTAL OPTIONS APPRECIATION FOR
SECURITIES GRANTED TO EXERCISE OF OPTION TERM
UNDERLYING OPTION EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Kim B. Erickson 15,000 8.00% $4.88 12/19/05 $20,220 $44,685
Judy T. Ohannesian 15,000 8.00% $4.88 12/19/05 $20,220 $44,685
</TABLE>
The following table summarizes the value of the unexercised options
held by the executive officers named in the Summary Compensation Table as of
June 30, 1996:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE1
<S> <C> <C> <C> <C>
Kim B. Erickson N/A N/A 6,000/24,000 $0/$0
Judy T. Ohannesian N/A N/A 0/15,000 $0/$0
</TABLE>
(1) Value of unexercised options are calculated by determining the
difference between the fair market value of the shares underlying the
options at June 30, 1996 and the exercise price of the options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is comprised of Messrs. Levesque and Koentopf and Ms. Jackson. The Committee had
one meeting during the Company's fiscal year ended June 30, 1996.
The Committee's executive officer compensation decisions were based on
what it believed was reasonable in light of the executive's individual
performance, the financial results of the Company for the preceding year,
compensation paid to executive officers in prior years, and compensation being
paid to executive officers of companies similar (in terms of size, business,
etc.) to the Company. With respect to Chief Executive Officer compensation, the
Committee also bases its recommendation on the performance of the Company's
stock.
Larry A. Carlson's fiscal 1996 base compensation consisted primarily of
base salary, which remained essentially unchanged from that of fiscal 1995. All
executive officers are eligible for discretionary bonuses and awards of stock
options based on the factors outlined above and the desire to align the
interests of management with the Company's shareholders. During the Company's
1996 fiscal year, the Company granted an aggregate of 30,000 stock options to
its executive officers (none of which were granted to Mr. Carlson). In addition,
executive officers, as well as other employees, are eligible to participate in a
quarterly bonus program based on the Company's quarterly sales performance. The
Chief Executive Officer did not participate in this program during fiscal 1995.
During its 1996 fiscal year, the Company awarded an aggregate of $4,795 to its
executive officers under this program.
By: Joseph C. Levesque, Chairman
David D. Koentopf
Ann Rockler Jackson
PERFORMANCE OF THE COMPANY'S STOCK
The graph below sets forth a comparison of the cumulative total return
of the Company's Common Stock for the period commencing with its initial public
offering on February 23, 1994 and ending September 12, 1996 with the cumulative
total return over the same period for the Nasdaq Industrial Index and the Nasdaq
Composite Index. The graph below compares the cumulative total return of the
Company's Common Stock assuming a $100 investment on February 23, 1994.
ARDEN FASTENERS
[GRAPH]
MONTHLY INDEXED PRICE GRAPH
FEBRUARY 23, 1994 TO JUNE 28, 1996
Nasdaq NASDAQ
Date AFAS Stock Composite Industrials
2/23/94 100.000 100.000 100.000
2/28/94 116.670 100.430 100.320
3/31/94 116.670 94.220 93.640
4/29/94 100.000 93.000 91.880
5/31/94 100.000 93.170 89.680
6/30/94 91.670 89.460 85.850
7/29/94 82.290 91.520 87.600
8/31/94 98.960 97.020 92.700
9/30/94 83.330 96.850 93.450
10/31/94 81.250 98.530 94.690
11/30/94 61.460 95.080 90.930
12/30/94 57.290 95.290 90.600
1/31/95 60.420 95.700 90.130
2/28/95 55.210 100.590 93.390
3/31/95 50.000 103.560 96.360
4/28/95 54.170 106.950 97.530
5/31/95 60.420 109.560 99.350
6/30/95 68.750 118.290 106.380
7/31/95 75.000 126.880 114.570
8/31/95 62.500 129.270 115.480
9/29/95 66.670 132.740 117.990
10/31/95 48.960 131.290 113.080
11/30/95 41.670 134.230 116.730
12/29/95 40.630 133.330 115.950
1/31/96 39.580 134.300 116.540
2/29/96 37.500 139.400 120.940
3/29/96 33.330 139.580 123.180
4/30/96 39.580 150.870 134.480
5/31/96 43.750 157.570 142.280
6/28/96 43.750 150.170 133.470
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Since 1986, the Company has leased its St. Paul and Nashville
facilities from two partnerships controlled by Larry A. Carlson and Brian P.
Carlson (the "Partnerships"). The leases are currently, and have been since
1986, at an aggregate monthly rate of approximately $39,000 plus taxes,
utilities, insurance and other operating costs for both facilities. Both leases
have been month-to-month operating leases since March 1, 1993. The Partnerships
financed the facilities with industrial development revenue bonds issued by each
of the cities in which the facilities are located, the proceeds of which were
loaned to the Partnerships. The Partnerships' obligations to repay the loans are
secured by an irrevocable letter of credit issued by First Bank National
Association.
The Company believes that the above transactions were on terms at least
as favorable as those available from unaffiliated third parties.
SELECTION OF AUDITORS
(PROPOSAL #2)
The Board of Directors has selected McGladrey & Pullen, LLP as
independent auditors to examine the accounts of the Company for the fiscal year
ending June 30, 1997, and to perform other accounting services. McGladrey &
Pullen has acted as independent auditors of the Company since 1990.
Representatives of McGladrey & Pullen are expected to be present at the 1996
Annual Meeting and will be given an opportunity to make a statement if so
desired and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders
of a company, after notice to the company, to present proposals for shareholder
action in the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for shareholder action and are
not properly omitted by company action in accordance with the proxy rules. The
Arden Fasteners 1997 Annual Meeting of Shareholders is expected to be held in
October 1997. In order to be considered for inclusion in the Proxy Statement for
the October 1997 Annual Meeting, shareholder proposals prepared in accordance
with the proxy rules must be received by the Company on or before July 1, 1997.
GENERAL
The Board of Directors of the Company does not intend to present and
knows of no matters other than the foregoing to be brought before the meeting.
However, the enclosed proxy gives discretionary authority in the event that any
additional matters should be presented.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Larry A. Carlson
Larry A. Carlson, Chairman
ARDEN FASTENERS
PROXY
The undersigned shareholder of Arden Industrial Products, Inc. (the "Company")
hereby constitutes and appoints either Larry A. Carlson or Brian P. Carlson, or
both of them, his or her proxy, with full power of substitution, to attend the
Annual Shareholders Meeting of the shareholders of the Company to be held on
October 28, 1996, at 3:30 p.m., Central Time, at its St. Paul Distribution
Center, 200 South Owasso Boulevard East, St. Paul, Minnesota, or at any and all
adjournments thereof, and there to act for and to vote all stock of the
undersigned, in the manner specified below, upon the following matters:
1. Election of five directors to serve until the next Annual Shareholders
Meeting or until their successors are elected:
LARRY A. CARLSON, BRIAN P. CARLSON, JOSEPH C. LEVESQUE,
DAVID D. KOENTOPF AND ANN ROCKLER JACKSON
|_| FOR all nominees listed above (except
as indicated to the contrary below)
|_| WITHHOLD AUTHORITY to vote for all
nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual, write that
nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. Selection of McGladrey & Pullen as independent auditors for the Company
for the fiscal year ending June 30, 1997.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion on any other matter that may properly come before
the meeting or any adjournment or adjournments thereof.
PLEASE FILL IN, SIGN, AND DATE ON REVERSE SIDE
AND MAIL IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED BY THE
UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR APPROVAL OF PROPOSALS 1 AND 2 AND GRANT DISCRETIONARY AUTHORITY ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE COMPANY'S NOTICE OF ANNUAL
SHAREHOLDERS MEETING TO BE HELD OCTOBER 28, 1996 AND PROXY STATEMENT.
Dated: __________________________, 1996
_______________________________________
_______________________________________
IMPORTANT: Signature(s) should
correspond with the name appearing on
the books of the Company. When signing
in a fiduciary or representative
capacity, give full title as such. When
more than one owner, each should sign.
