<PAGE> 1
SCHEDULE 14A
(RULE 141-101)
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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e) (2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
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(Name of Registrant as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Person(s) Filing Proxy Statement, if other than the Registrant)
/X/ $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i) (1), or 14a-
6(i) (2) or Item 22(a) (2) or 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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
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<PAGE> 2
(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
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(4) Date Filed:
April 3, 1996
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<PAGE> 3
Renaissance Capital Growth & Income Fund III, Inc.
8080 North Central Expressway, Suite 210
Dallas, Texas 75206
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 1996
To the Shareholders of
Renaissance Capital Growth & Income Fund III, Inc.:
NOTICE is HEREBY GIVEN that the 1996 Annual Meeting of Shareholders (the
"Annual Meeting") of Renaissance Capital Growth & Income Fund III, Inc. (the
Fund ), a Texas corporation regulated as a Business Development Company
under the Investment Company Act of 1940, will be held at The Westin
Hotel/Galleria, Dallas, Texas, on April 26, 1996, at 8:00 a.m., local time,
for the following purposes:
1. To elect two Directors of the Fund, to hold office for a
term of three years, or until their successors are duly elected and
qualified;
2. To consider and vote on a proposal to ratify the appointment
by the Board of Directors of the Fund of KPMG Peat Marwick as independent
public accountants for the Fund for the fiscal year ending December 31, 1996;
3. To transact any and all other business that may properly be
presented at the Annual Meeting or any adjournment(s) thereof.
In addition to business matters, Shareholders will have the opportunity
to meet the principal officers of selected Portfolio Companies and to hear
their business reviews.
The Board of Directors has fixed the close of business on March 1, 1996
as the record date for the determination of Shareholders entitled to notice
of, and to vote at the Annual Meeting or any adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of Directors.
You are cordially invited to attend the Annual Meeting. However,
whether or not you expect to attend the annual meeting in person, you are
urged to promptly mark, sign, date and return the accompanying form of proxy
in the enclosed, self-addressed, stamped envelope so that your shares may be
voted at the meeting. Your proxy will be returned to you if you are present
at the Annual Meeting and request such return or if you request return in the
manner provided for revocation of proxies on the initial pages of the
enclosed proxy statement. Prompt response by our Shareholders will reduce
the time and expense of solicitation.
By Order of the Board of Directors
Renaissance Capital Growth & Income
Fund III, Inc.
BARBE BUTSCHEK
Secretary
Dallas, Texas
March 15, 1996
<PAGE>
<PAGE> 4
Renaissance Capital Growth & Income Fund III, Inc.
PROXY STATEMENT
For
THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 1996
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the Shareholders of
Renaissance Capital Growth & Income Fund III, Inc., a Texas corporation
regulated as a Business Development Company under the Investment Company Act
of 1940 (the Fund ) in connection with the solicitation of proxies by the
Board of Directors to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on April 26, 1996, at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders and at any adjournment(s) thereof. This Proxy Statement and
form of proxy is first being sent to Shareholders of the Fund on or about
March 15, 1996.
The accompanying form of proxy is designed to permit each Shareholder of
the Fund to vote for or against or to abstain from voting on Proposals One,
Two, and Three, and to authorize the proxies to vote in their discretion with
respect to any other proposal properly presented at the Annual Meeting. When
a Shareholder s executed proxy card specifies a choice with respect to a
voting matter, the shares will be voted accordingly. If no such
specifications are made, such proxy will be voted by those persons named in
the proxy at the Annual Meeting for (i) the election of the nominee Director,
and (ii) the adoption of the proposal to ratify the appointment of KPMG Peat
Marwick as independent public accountants for the Fund for the current fiscal
year.
The Board of Directors encourages the personal attendance of the
Shareholders at the Annual Meeting, and execution of the accompanying proxy
will not affect a Shareholder s right to attend the Annual Meeting and to
vote in person. Any Shareholder giving a proxy has the right to revoke it by
giving written notice of revocation to Ms. Barbe Butschek, Secretary,
Renaissance Capital Growth & Income Fund III, Inc., 8080 North Central
Expressway, Suite 210, Dallas, Texas 75206 at any time before the proxy is
voted or by executing and delivering a later-dated proxy or by attending the
Annual Meeting and voting his or her Shares in person. No such notice of
revocation or later-dated proxy, however, will be effective until received by
the Fund at or prior to the Annual Meeting. Such revocation will not affect
a vote on any matters taken prior to the receipt of such revocation. Mere
attendance at the Annual Meeting will not of itself revoke the proxy.
In addition to the solicitation of proxies by use of the mail, officers,
directors and regular employees of Renaissance Capital Group, Inc.
( Renaissance Group ) may solicit the return of proxies by personal
interview, mail, telephone and facsimile. Such persons will not be
additionally compensated, but will be reimbursed for out-of-pocket expenses.
Brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward solicitation material to the beneficial owners of
shares. All costs of solicitation will be borne by the Fund. At the request
of a Record Holder who holds for others and at no charge, copies will also be
furnished to the Record Holder for distribution to such beneficial holders
or, if so requested, directly to the beneficial holders.
The Fund s principal offices are located at 8080 N. Central Expressway,
Suite 210, Dallas, Texas 75206, and its telephone number is (214) 891-8294.
<PAGE>
<PAGE> 5
PURPOSES OF THE MEETING
At the Annual Meeting, the Shareholders will have the opportunity to
meet selected principal officers of the Fund s Portfolio Companies and to
hear their business reviews. In addition, the Shareholders of the Fund will
consider and vote upon the following matters:
1. The election of two Directors of the Fund, to hold office for a
term of three years, or until their successors are duly elected and
qualified;
2. A proposal to ratify the appointment by the Board of Directors
of KPMG Peat Marwick as independent public accountants for the fiscal year
ending December 31, 1996; and
3. Such other and further business as may properly be presented at
the Annual Meeting or any adjournment(s) thereof.
VOTING SECURITIES
The Board of Directors of the Fund have fixed the close of business on
March 1, 1996, as the record date (the Record Date ) for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting, or
any adjournment thereof. The outstanding voting shares of the Fund at the
close of business on the Record Date consisted of 4,244,632 shares of common
stock. Each share is entitled to one vote. The common stock is the only
class of securities entitled to vote at the Annual Meeting. A Shareholder is
entitled to vote his shares of common stock held of record at the close of
business on the Record Date, in person or by proxy, at the Annual Meeting.
REQUIRED VOTE
A quorum for the Annual Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that such quorum is not
represented at the Annual Meeting or, even if a quorum is so represented, in
the event that sufficient votes in favor of any of the proposals set forth in
the Notice of Meeting are not received by April 26, 1996, the persons named
as proxies may prepare and vote for one or more adjournments of the Annual
Meeting with no other notice than announcement at the Annual Meeting, and
further solicitations of proxies with respect to such proposals may be made.
Shares represented by proxies indicating a vote against any such proposals
will be voted against such adjournments.
PROPOSAL ONE
ELECTION OF A DIRECTOR
At the Annual Meeting, two Directors will be elected to serve for a term
of three years or until their successors are elected and qualified.
Pursuant to the Articles of Incorporation and Bylaws of the Fund, the
Board of Directors has been divided into three classes. The term of office
of the first class expires as of the Annual Meeting to be held in 1998, the
term of office of the second class will expire as of April 26, 1996 (Class
Two), and the term of office of the third class will expire as of the annual
meeting of Shareholders to be held in 1997 (Class Three). Upon expiration of
the term of office of each class as set forth above, those persons then
elected as Directors in that class will serve until the third annual meeting
of Shareholders following their election. Mr. Peter Collins is the only
member of Class One and was re-elected that position at the 1995 Annual
Meeting. Mr. Pauken and Mr. Roelke are the only current members of Class Two
and both have served in this capacity since the inception of the Fund on
January 20, 1994. Mr. Roelke has chosen to retire from the Board of
<PAGE>
<PAGE> 6
Directors this year and his term shall expire on April 26, 1996. The Board
of Directors has chosen to nominate Mr. Richard Snyder as a replacement for
Mr. Roelke. If Mr. Snyder is elected, he shall be a member of Class Two with
Mr. Pauken. Mr. Russell Cleveland and Mr. Ernest C. Hill are members of
Class Three and will stand for election at the Annual Meeting of Shareholders
to be held in 1997.
As a result of this system, only those Directors in a single class may
be changed in any one year, and it would require two years to change a
majority of the Board of Directors (although under Texas law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate Shareholder proposals in
management s annual proxy statement). This system of electing Directors,
which may be regarded as an anti-takeover provision, may make it more
difficult for the Fund s Shareholders to change the majority of Directors and
thus have the effect of maintaining the continuity of management.
Mr. Pauken has served as Director of the Fund since the commencement of
the Fund s operations on January 20, 1994. Mr. Snyder, who is being
nominated for the first time, is an investor in the Fund and has served as an
Advisory Director since the Fund s commencement of operations Both nominees
has consented to serve as a Director for the next three years. The Board of
Directors knows of no reason why these nominees will be unable to serve, but
in the event of such inability, the proxies received will be voted for such
substitute nominee(s) as the Board of Directors may recommend.
Certain information concerning the Fund s Directors and nominees for
election as Directors is set forth below:
Mr. Pauken and Mr. Hill serve as directors or independent general
partners of one or more other investment companies sponsored by Renaissance
Group. Mr. Cleveland owns beneficial interest in Renaissance Group, which
serves as the corporate general partner to two investment companies sponsored
by Renaissance Group as well as providing similar services for the Fund. Mr.
Collins is the President of CEL Communication, Inc., a public company and a
portfolio company of an investment company sponsored by Renaissance Group.
<PAGE>
<PAGE> 7
<TABLE>
<CAPTION>
Number of shares
Year term as beneficially owned
Name, age, positions and offices Year first became a Director will directly or indirectly
with the Fund Director expire as of March 1, 1996
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Russell Cleveland, 57.
Chairman of the Board,
President and Director 1994 1997 10,000
(Class Three)
Peter Collins, 50. Director 1994 1998 -0-
(Class One)
Ernest C. Hill, 56. Director 1994 1997 -0-
(Class Three)
Thomas W. Pauken, 52. Director 1994 1996 -0-
(Class Two)
Richard Snyder, 57. Director Nominee - - 100,000
</TABLE>
* Interested Person as defined in the Investment Act of 1940.
Russell Cleveland, age 57, is the President, principal founder and
majority shareholder of Renaissance Group. He is a Chartered Financial
Analyst with over 25 years experience as a specialist in investments in
smaller capitalization companies. Mr. Cleveland currently serves as a
director of Greiner Engineering, Inc., a former portfolio investment of a
prior Renaissance Group investment partnership. A graduate of the Wharton
School of Business, Russell Cleveland has served as President of the Dallas
Association of Investment Analysts and as the investment advisor director
designee for the following Renaissance portfolio companies: Biopharmaceutics,
Inc., Global Environmental, Inc., and UNICO, Inc..
Ernest C. Hill, age 56, has a broad background in convertible securities
analysis with major NYSE brokerage firms and institutional investors. He
specializes in computer-aided investment analysis and administrative
procedures. Mr. Hill was awarded a Ford Fellowship to the Stanford School of
Business, where he received an MBA, with honors, in Investment and Finance.
Mr. Hill s prior experience includes service as Assistant Professor of
Finance, Southern Methodist University, and Associate Director of the
Southwestern Graduate School of Banking.
Thomas W. Pauken, age 52, has experience both as a corporate executive
officer and as the head of an independent federal agency. Professionally
qualified as an attorney, he currently is the President of TWP, Inc.. From
1985 to 1991, Mr. Pauken was Vice President and Corporate Counsel of Garvon,
Inc.. From 1981 to 1985, Mr. Pauken served on President Reagan s transition
team as a White House staff assistant. Later, he was appointed by President
Reagan to the office of Director of ACTION, an independent federal agency
that encourages volunteerism. He also served as a White House staff
assistant and as Associate Director of the White House Fellowship program
from 1970 to 1971. Mr. Pauken served from 1986 to 1991 as Director of 50-off
Stores, Inc.. He holds a BA in political science from Georgetown University
and a JD degree from Southern Methodist University School of Law.
<PAGE>
<PAGE> 8
Peter Collins, age 50, is President and Director of CEL Communications
Inc., a Renaissance Capital Partners, Ltd. portfolio company that is
currently operating under Chapter 11 of the Federal Bankruptcy Code. Before
joining CEL Communications, Inc., he was an independent investment banker and
financial advisor to small, privately held companies.
Richard Snyder, age 57, is Chariman and President of SnyderCapital
Corporation, a Dallas-based investment firm specializing in operations-
intensive investment opportunities involving middle market corporations. He
also serves as a Director and controlling stockholder of EnergyLine Systems,
Inc., Berkeley, California. Previously, Mr. Snyder served as Chairman and
Chief Executive Officer of SnyderGeneral Corporation and as Group Vice
President of The Singer Company. His earlier experience includes more than
18 years in managerial positions with Ford Motor Company, Cummins Engine
Company, Wylain, Inc. and Gould, Inc. Richard Snyder was appointed by
Presidents Ronald Reagan and George Bush to the Advisory committee for Trade
Policy Negotiations to the Office of the United States Trade Representatives
and, by Secretary of Commerce Robert Mosbacher, to the Federal Advisory
Committee on the EC Common Approach to Standards Testing and Certification.
Mr. Snyder earned a Bachelor of Science Degree from the University of Indiana
and a Master of Business Administration from the University of Detroit. He
resides in Dallas with his wife, Roberta.
The Fund does not have standing audit, nominating or compensation
committees of the Board of Directors. The Fund held ten Board of Directors
meetings in 1995 and no Director was absent from more than two of these
meetings.
The Fund does not pay any fees to, or reimburse expenses of, its
Directors who are considered interested "persons" of the Fund. The aggregate
compensation for the period from December 31, 1995 to December 31, 1995 paid
to the Fund to each Director, and the aggregate compensation paid to each of
the Directors for the most recently completed fiscal year by other funds to
which Renaissance Group provides investment advisory services (collectively,
<PAGE>
<PAGE> 9
the Renaissance Fund Complex ) is as set forth below:
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated Annual from Fund and
Compensation As Part of Fund Benefits upon Renaissance Fund
Name of Director from Fund Expenses Retirement Complex
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Russell Cleveland (1)(2) $0 $0 $0 $0
Peter Collins $14,500 $0 $0 $14,500
Earnest C. Hill $14,500 $0 $0 $71,355
Thomas W. Pauken $14,500 $0 $0 $47,355
</TABLE>
(1) Russell Cleveland owns 720,000 shares of common stock, which represents
approximately 67% of the outstanding shares of common stock in
Renaissance Group, the investment advisor to the Fund.
(2) Renaissance Group received $709,381 in investment advisory fees from the
Fund in 1995. Renaissance Group also serves as the investment advisor to
Renaissance Capital Partners, Ltd. and Renaissance Capital Partners II,
Ltd. and received $257,720 and $566,096, respectively, in fees for those
services in 1995.
As of March 1, 1996, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. Since January 20, 1994 (the
commencement of operations), none of the Fund s Directors engaged in a
purchase or sale of the securities of Renaissance Group or its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEE TO SERVE AS A DIRECTOR OF THE FUND.
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors recommends that the Shareholders of the Fund
ratify the selection of KPMG Peat Marwick, independent auditors, to audit the
accounts of the Fund for the fiscal year ending December 31, 1996. Their
selection was approved by the vote, cast in person, of a majority of the
Board of Directors, including a majority of the Directors who are not
interested persons of the Fund, as defined in the Investment Company Act of
1940, at a meeting held on January 16, 1996. KPMG Peat Marwick has performed
audit services for the Fund since its inception. A representative of KPMG
Peat Marwick is expected to attend the Annual Meeting. The KPMG Peat Marwick
representative will respond to appropriate questions from the Shareholders
and will be given the opportunity to make a statement, should he or she
desire to do so. The Board of Directors generally meets once a year with
representatives of KPMG Peat Marwick to discuss the scope of their engagement
and review the financial statements of the Fund and the results of their
examination thereof.
<PAGE>
<PAGE> 10
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS OF
THE FUND FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996.
In the event that the appointment of KPMG Peat Marwick should not be
ratified by the shareholders, the Board of Directors will make another
appointment to be effective at the earliest possible time subject to
Shareholder approval.
OTHER BUSINESS
INFORMATION ABOUT THE PRINCIPAL OFFICER AND THE INVESTMENT ADVISOR OF THE
FUND
Russell Cleveland, is the President, principal founder and the majority
shareholder of Renaissance Group. (see Proposal One, Election of Director,
for biographical information).
Vance M. Arnold, age 51, joined Renaissance Group in 1994. Mr. Arnold
is a Chartered Financial Analyst and has served as President of the Houston
Society of Financial Analysts. He holds a BBA from the University of Texas
at Austin and an MBA from East Texas State University. Before joining
Renaissance, Mr. Arnold served, from April, 1988, to September, 1994, as
Senior Vice President of Investment Advisors, Inc., Houston, Texas.
Elroy G. Roelke, age 65, has served as Senior Vice President and General
Counsel of Renaissance Group since January 1989. Before joining Renaissance,
Mr. Roelke was engaged in the private practice of law. He continues
substantial engagement, as principal shareholder and Chairman, in the
operation of Knollwood Mercantile Company, a family owned retail convenience
store and liquor store business. Mr. Roelke is a graduate of Valparaiso
University with degrees in business and law and is licensed to practice law
in the States of Texas and Minnesota. Mr. Roelke serves as the investment
advisor director designee for the following public companies: Microlytics,
Inc., Tricom Corporation, CEL Communications, Inc. and Biodynamics
International, Inc. CEL Communications, Inc. is currently operating under
Chapter 11 of the Federal Bankruptcy Code.
Barbe Butschek, age 41, has been associated with Renaissance Group and
its predecessor companies since 1977. As Senior Vice President and
Secretary/Treasurer, she has been responsible for office management,
accounting management, and records management of the series of investor
limited partnerships. Ms. Butschek supervises investor records and
information with respect to Renaissance Group and its funds. She also
prepares and maintains investor tax and information reports. Barbe Butschek
serves as Secretary for Renaissance Capital Partners, Ltd., Renaissance
Capital Partners II, Ltd. and as Secretary and Treasurer of the Fund. She
also serves as Secretary of RenCap Securities, Inc., a wholly-owned
subsidiary of Renaissance Group and registered Broker-Dealer.
Mardon M. Navalta Mr. Navalta, age 35, joined Renaissance Capital Group
in June, 1993. His responsibilities include investment research and due
diligence analysis on prospective new investments. Mr. Navalta s prior
experience includes employment with Dallas Research & Trading, Inc. from 1991
to 1993, where he served as a registered representative and analyst managing
clients investments. Before 1991, he spent five years as an analyst for
Dallas Securities Investment Corporation where he specialized in research,
quantitative analysis and due diligence investigations. Mr. Navalta holds a
degree in Finance from North Texas State University.
<PAGE>
<PAGE> 11
Martin J. Cohen Mr. Cohen, age 61, has been associated with Renaissance
Capital Group since 1989, first as a selling Broker/Dealer and Limited
Partner and, since 1993, as Vice President - Marketing. He is a Certified
Financial Planner and is responsible for investment marketing, investor
relations and new investment development. Mr. Cohen was engaged in the
securities industry for more than eighteen years before joining Renaissance
Group. He has served as a representative of Eppler Guerin and Turner, Inc.
and, since 1987, as the Principal of Balanced Financial Securities Corp., an
NASD Broker/Dealer.. Mr. Cohen has a profits interest in the Renaissance
Group s management incentive fee that it may receive from the Fund. Martin
Cohen is a graduate of Union College, Schenectady, New York. Mr. Cohen
serves as president and Registered Principal of RenCap Securities, Inc., a
wholly-owned subsidiary of Renaissance Group and registered Broker-Dealer.
Renaissance Group performs investment advisory services to the Fund
pursuant to an Investment Advisory Agreement that was approved by the
shareholders of the Fund at the 1995 Annual Meeting. There have been no
changes made to the Investment Advisory Agreement during 1995 and the
Agreement was specifically approved for 1996 by a vote of the Independent
Outside Directors at a meeting held January 16, 1996.
Section 30(f) of the Act and the rules under Section 16 of the
Securities Act of 1934, as amended, require that the Directors and officers
of the Fund file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of shares of the Fund.
During 1994, required reports were filed on a timely basis for any of the
Officers or Directors.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Age of 1934, as
amended, Shareholders may present proper proposals for inclusion in the
Fund's proxy statement for consideration at its Annual Meeting of
Shareholders by submitting proposals to the Fund in a timely manner. In
order to be so included for the 1997 Annual Meeting of Shareholders,
Shareholder proposals must be received by Renaissance Group by December 21,
1996, and must otherwise comply with the requirements of Rule 14a-8.
Management knows of no other business to be presented at the Annual
Meeting that will be voted on by the Shareholders. If, however, other
matters should properly come before the Annual Meeting or any adjournment(s)
thereof, the person or persons voting such proxy will vote the proxy as in
their discretion they may deem appropriate.
COPIES OF THE ANNUAL REPORT ON FORM 10-K HAVE BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. IF YOU WOULD LIKE A COPY OF SAID REPORT,
PLEASE CHECK THE APPROPRIATE BOX ON THE PROXY CARD AND ENCLOSE THE CARD IN
THE SELF-ADDRESSED POSTAGE PAID ENVELOPE AND A COPY OF THE REPORT SHALL BE
FORWARDED TO YOU FREE OF CHARGE BY FIRST CLASS MAIL.
By Order of the Board of Directors
BARBE BUTSCHEK
Secretary
Dallas, Texas
March 15, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR SHARES OF COMMON STOCK TO
BE VOTED ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTATE IS REQUIRED IF MAILED IN THE
UNITED STATES.
<PAGE>
