<PAGE>
SCHEDULE 14A
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 ss.240.14a-11(c) or ss.240.14a-12
DUALSTAR TECHNOLOGIES CORPORATION
(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 (Fee eliminated October 7, 1996.)
|_| $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:
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2) Aggregate number of securities to which transaction applies:
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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):
- -------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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.
<PAGE>
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
DUALSTAR TECHNOLOGIES CORPORATION
150 East 42nd Street
New York, New York 10017
October 7, 1996
To the Holders of Common Stock:
The annual meeting of shareholders will be held at 11:00 a.m. (New York time)
at the offices of Mechanical Associates, Inc., 141 47th Street, Brooklyn, New
York, on Wednesday, November 13, 1996. A formal Notice of the Annual Meeting
and Proxy Statement are attached hereto.
Shareholders are urged to attend the meeting but may vote by proxy in lieu
thereof. Accordingly, whether or not you plan to attend the meeting, please
complete, sign and date the accompanying proxy and return it in the enclosed
envelope.
Prompt return of your voted proxy will reduce the cost of further mailings and
contacts. You may revoke your voted proxy at any time prior to the meeting or
vote in person if you attend the meeting.
I look forward to greeting as many of you as possible at the meeting.
Gregory Cuneo
President and Chief
Executive Officer
<PAGE>
DUALSTAR TECHNOLOGIES CORPORATION
150 East 42nd Street
New York, New York 10017
Notice of Annual Meeting
October 7, 1996
To the Holders of Common Stock:
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of DualStar
Technologies Corporation will be held at the offices of Mechanical Associates,
Inc., 141 47th Street, Brooklyn, New York, on Wednesday, November 13, 1996 at
11:00 a.m. (New York time), for the following purposes:
1) To elect directors for the ensuing year;
2) To ratify the appointment of Grant Thornton LLP as
independent
certified public accountants for the 1997 fiscal year; and
3) To take action upon any other matters that may properly come
before the meeting.
Only shareholders of record at the close of business on September 20, 1996 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
By Order of the Board of Directors,
Stephen J. Yager
Secretary
<PAGE>
PROXY STATEMENT
The enclosed proxy is being solicited by the Board of Directors of DualStar
Technologies Corporation ("Corporation") for use in connection with the 1996
annual meeting of shareholders to be held on November 13, 1996. This proxy
statement and enclosed proxy are first being sent to the shareholders on or
about October 7, 1996. The mailing address of the principal executive office of
the Corporation is 150 East 42nd Street, New York, New York 10017. The cost of
preparing, printing and mailing the notice of meeting, proxy statement, proxy
and annual report will be borne by the Corporation. Proxy solicitation other
than by use of the mail may be made by regular employees of the Corporation by
telephone and personal solicitation. Banks, brokerage houses, custodians,
nominees and fiduciaries are being requested to forward the soliciting material
to their principals and to obtain authorization for the execution of proxies,
and may be reimbursed for their reasonable out-of-pocket expenses incurred in
that connection. Any shareholder giving the enclosed proxy has the right to
revoke it at any time before it is voted. To revoke a proxy, the shareholder
must file with the Secretary of the Corporation either a written revocation or
a duly executed proxy bearing a later date, or must vote in person at the
meeting.
The record of shareholders entitled to notice of, and to vote at, the annual
meeting was taken at the close of business on September 20, 1996. At that date
the Corporation had outstanding 9,000,000 shares of Common Stock ($.01 par
value) ("Common Stock"). Each share of Common Stock is entitled to one vote. No
other class of securities is entitled to vote at this meeting.
The proxies given pursuant to this solicitation will be voted at the meeting or
any adjournment thereof. Abstentions and broker non-votes are voted neither
"for" nor "against," and have no effect on the vote, but are counted in the
determination of a quorum.
<PAGE>
ELECTION OF DIRECTORS
Seven (7) directors are to be elected by a plurality of the votes cast at the
annual meeting of shareholders by holders of shares entitled to vote. Such
directors shall hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualify. The Board of Directors
proposes the following nominees, all of whom are now directors of the
Corporation, and recommends a vote in favor thereof:
<TABLE>
<CAPTION>
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
- ------------ ------------------------------------ -------
<S> <C> <C>
Elven M. Tangel Chairman of the Board of the Corporation (since August 1994
August 1994); President and Director of
70 Centrifugal Service, Inc., a mechanical
contracting firm acquired by the Corporation in
August 1994 (since September 1992); President
(from October 1964 until August 1995) and Director
(since October 1964) of Centrifugal Associates,
Inc., a mechanical contracting firm acquired by
the Corporation in August 1994; Director (since
August 1995) of Mechanical Associates, Inc., a
mechanical contracting firm acquired by the
Corporation in August 1994; Professor, State
University of New York at Farmingdale (1979-1994).
Gregory Cuneo President and Chief Executive Officer of the August 1994
Corporation (since August 1994); Treasurer (since
37 July 1995), President (from April 1989 until July
1995) and Director (since March 1989) of
Mechanical Associates, Inc.; Director of
Centrifugal Associates, Inc. (since September
1995); Director of Centrifugal Service, Inc.
(since September 1995).
Stephen J. Yager Executive Vice President, Chief Financial Officer August 1994
and Secretary of the Corporation (since August
44 1994); President (since August 1995), Chief
Executive Officer (from July 1994 until August
1995) and Director (since September 1995) of
Centrifugal Associates, Inc.; Chief Executive
Officer (from September 1992 until August 1995)
and Director (since September 1995) of Centrifugal
Service, Inc.; Director of Mechanical Associates,
Inc. (since September 1995).
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
- ------------ ------------------------------ -----
<S> <C> <C>
Armando Spaziani
Vice President and Chief Operating Officer of the August 1994
65 Corporation (since August 1994); Executive Vice
President (since July 1995), Secretary (since
September 1989), Treasurer (from September 1989
until July 1995) and Director (since September
1989) of Mechanical Associates, Inc.; Director of
Centrifugal Associates, Inc. (since September
1995); Director of Centrifugal Service, Inc.
(since September 1995).
Ronald Fregara Vice President of the Corporation (since August August 1994
1994); President (since July 1995), Vice President
47 (from September 1989 until July 1995) and Director
(since September 1989) of Mechanical Associates,
Inc.; Director of Centrifugal Associates, Inc.
(since September 1995); Director of Centrifugal
Service, Inc. (since September 1995).
Stephen J. Drescher Director; Director of Corporate Finance, Monroe June 1994
Parker Securities, Inc., a registered
33 broker/dealer (since May 1995); Director, Chairman
and Chief Executive Officer of Questron
Technology, Inc., a diversified company (from
December 1993 until January 1996); private law
practice (since 1993); Attorney with Helfand &
Helfand (1991- 1993).
Gary DeLuca Director; independent management consultant to August 1994
various enterprises (since 1989); President of
42 Caribbean Grill, Inc. (since September 1996);
President and Director of Dollar Time, Inc., a
retail company (from January 1993 until December
1995).
</TABLE>
IT IS THE INTENTION OF THE PERSONS NAMED IN THE PROXY FORM TO VOTE SUCH PROXIES
FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ABOVE. ALTHOUGH THE BOARD
OF DIRECTORS DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO
SERVE, SHOULD SUCH A SITUATION ARISE PRIOR TO THE MEETING, THE PROXIES WILL BE
VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS ACTING THEREUNDER.
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<PAGE>
SECURITY OWNERSHIP
The following table lists as of September 20, 1996, the number of shares of the
Corporation's Common Stock beneficially owned by each of the directors,
nominees for election as directors, each executive officer listed in the table
under the caption "Executive Compensation", each person who is known by the
Corporation to own beneficially more than five percent of the Corporation's
Common Stock and by all directors and executive officers of the Corporation as
a group. The following calculations were based upon 9,000,000 shares of the
Company's Common Stock issued and outstanding as of September 20, 1996.
Name and Address(1) No. of Shares % of Class
- ------------------ ------------- ----------
Elven M. Tangel(2) 657,500 7.31
Gregory Cuneo 435,000 4.83
Stephen J. Yager 435,000 4.83
Armando Spaziani 156,600 1.74
Ronald Fregara 435,000 4.83
Stephen J. Drescher 65,250 *
Gary DeLuca 65,250 *
Plus One Finance, Ltd.(3) 652,500 7.25
All Officers and
Directors as a
Group (7 persons) 2,249,600 25.00
- -----------
(1) Except as otherwise, shown, the address of each shareholder listed is in
care of DualStar Technologies Corporation, 141 47th Street, Brooklyn, New York
11232.
(2) Includes 5,000 shares owned by Mr. Tangel's wife.
(3) Plus One Finance, Ltd., c/o Kestral S.A., Pausilippe Ch., des Trois Portes
11, 2006 Neuchatel, Switzerland.
* Less than 1%.
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and directors to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC") and
The Nasdaq Stock Market, Inc. ("Nasdaq"). Officers and directors are required
by SEC regulations to furnish the Corporation with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of such forms furnished
to the Corporation and written representations from the Corporation's officers
and directors, all requisite filings were made in the fiscal year ended June
30, 1996.
-4-
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
Meetings and Attendance
During the fiscal year ended June 30, 1996, there was one meeting of the Board
of Directors. The Board of Directors during such fiscal year acted by unanimous
written consent four times.
Compensation Committee
The members of the Compensation Committee are Messrs. Drescher and Yager. The
Committee during the last fiscal year acted once by unanimous written consent.
The Committee makes bonus compensation determinations under the Employment
Agreements described below under the caption "Employment Agreements" for the
five key executives of the Corporation.
Stock Award Committee
The members of the Stock Award Committee are Messrs. Cuneo, Drescher and Yager.
The Committee did not take action during the fiscal year ended June 30, 1996.
The Committee administers the Corporation's 1994 Stock Option Plan ("Plan").
Under the Plan, the Committee has plenary authority to grant "Awards" (as such
term is defined in the Plan) to officers, employees and consultants of the
Corporation or an "Affiliate" (as such term is defined in the Plan), and to
determine the various terms and conditions of such Awards. The Committee also
has the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time,
deem advisable to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to otherwise
supervise the administration of the Plan.
Audit Committee
The members of the Audit Committee are Messrs. DeLuca and Drescher. The
Committee met once during the fiscal year ended June 30, 1996. The Committee is
responsible for considering management's recommendation of independent
certified public accountants for each fiscal year, recommending the appointment
or discharge of independent accountants to the Board of Directors and
confirming the independence of the accountants. It is also responsible for
reviewing and approving the scope of the planned audit, the results of the
audit and the accountants' compensation for performing such audit; reviewing
the Corporation's audited financial statements; and reviewing and approving the
Corporation's internal accounting controls and discussing such controls with
the independent accountants.
Remuneration of Directors
Each member of the Board of Directors is entitled to receive reasonable
expenses incurred in attending meetings of the Board of Directors of the
Corporation. No directors' fees were paid and no fees were paid for Committee
meetings during the fiscal year ended June 30, 1996.
-5-
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table set forth below for the fiscal years ended June
30, 1996, 1995 and 1994 includes compensation information on the Chief
Executive Officer of the Corporation and each of the Corporation's four most
highly compensated executive officers whose salary in the last fiscal year
exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation(1)
Other
Name and Principal Position Year Salary Bonus Annual Compensation(2)
- --------------------------- ---- ------ ----- ----------------------
<S> <C> <C> <C> <C>
Elven M. Tangel, Chairman 1996 $150,000 $15,000 23,550
of the Board 1995 148,400 117,500
1994 140,400 5,000
Gregory Cuneo, President 1996 $150,000 $15,00 14,477
and Chief Executive 1995 141,668 67,500
Officer 1994 91,610 0
Stephen J. Yager, Executive 1996 $150,000 $15,000 25,146
Vice President, Chief 1995 143,984 167,500
Financial Officer and 1994 112,931 100,000
Secretary
Armando Spaziani, Vice 1996 $150,000 $15,000 50,909
President and Chief 1995 141,668 67,500
Operating Officer 1994 91,610 0
Ronald Fregara, 1996 $150,000 $15,000 19,355
Vice President 1995 141,668 67,500
1994 91,610 0
<FN>
- ---------
(1) The Corporation was incorporated on June 17, 1994. In August 1994 the Company
acquired, as subsidiaries, Mechanical Associates, Inc. ("Mechanical"), Centrifugal
Associates, Inc. ("Centrifugal") and Centrifugal Service, Inc. ("Service") which are
mechanical contracting firms. Amounts shown below for Messrs. Cuneo, Spaziani and
Fregara include amounts received in 1994 from Mechanical. Amounts shown below for
Messrs. Tangel and Yager include amounts received in 1994 from Centrifugal and Service.
(2) Includes the value of personal benefits, such as life insurance,
disability insurance and automobile expenses, pursuant to each officer's
employment agreement. For fiscal 1994 and 1995, the value of these
benefits did not exceed the disclosure threshold, which is based on a
percentage of total annual compensation.
</TABLE>
-6-
<PAGE>
Employment Agreements
Effective August 1994, the Corporation entered into employment agreements
("Agreements") with Messrs. Tangel, Cuneo, Yager, Spaziani and Fregara. The
Agreements will expire in August 1997. The Agreements provide for an additional
three-year renewal following the expiration date, unless contrary notice is
given by either party. Messrs. Tangel, Cuneo, Yager, Spaziani and Fregara's
current annual salaries under the Agreements are $150,000 each. The salaries
under the Agreements may be increased to reflect annual cost of living
increases and may be supplemented by discretionary merit and performance
increases as determined by the Compensation Committee of the Corporation, which
consists of Messrs. Yager and Drescher, directors of the Corporation, except
that during the first three years following February 1995, no executive's
salary may exceed $150,000. Each is eligible to receive an annual bonus of up
to 45% of the salary provided under their respective Agreements as determined
by the Corporation's Compensation Committee.
The Agreements provide, among other things, for participation in an equitable
manner in any profit-sharing or retirement plan for employees or executives and
for participation in other employee benefits applicable to employees and
executives of the Corporation. The Agreements provide that the Corporation will
establish a performance incentive bonus plan providing each executive the
opportunity to earn an annual bonus of up to five percent of the increase in
the Corporation's pretax income, based upon the attainment of performance goals
to be established by the Compensation Committee of the Corporation. The
Agreements further provide for the use of an automobile and other fringe
benefits commensurate with their duties and responsibilities. The Agreements
also provide for benefits in the event of disability.
Pursuant to the Agreements, employment may be terminated by the Corporation
with cause or by the executive with or without good reason. Termination by the
Corporation without cause, or by the executive for good reason, would subject
the Corporation to liability for liquidated damages in an amount equal to the
terminated executive's current salary ($150,000) for the remainder of the
scheduled term of employment and bonuses for the remainder of the scheduled
term of employment based upon the prior year's annual bonus and the maximum
incentive bonus payable. Such amounts shall be payable in equal monthly
installments, without any set-off for compensation received from any new
employment. In addition, the terminated executive would be entitled to continue
to participate in and accrue benefits under all employee benefit plans and to
receive supplemental retirement benefits to replace benefits under any
qualified plan for the remaining term of the Agreements to the extent permitted
by law.
Under the Agreements, the Corporation purchased insurance policies on the lives
of Messrs. Tangel, Cuneo, Yager, Spaziani and Fregara. The face amount of each
policy is $1,000,000. The Corporation will pay the premiums under these
policies, and a portion of the payment will be treated as taxable income to the
insured executive. Upon the death of either of the insureds, the Corporation
would be paid from the insurance proceeds an amount equal to the total premiums
it paid under the policy, with the remaining proceeds to be paid to the
deceased executive's designated beneficiary.
-7-
<PAGE>
Stock Options
No stock options were granted to or exercised by any named executive officer
during fiscal 1996. Moreover, no named executive officer currently holds any
outstanding options.
Compensation Committee Interlocks
No Compensation Committee interlock relationships existed during the fiscal
year ended June 30, 1996.
Board of Directors Report on Executive Compensation
Except as noted below, the Corporation's compensation policies are determined
by its Board of Directors. The Corporation's executive compensation practices
are designed to support its business goals of fostering profitable growth and
increasing shareholder value. The Corporation seeks to align the interests of
its executives and its stockholders through the use of stock-based compensation
plans. To this end, the Corporation has adopted the 1994 Stock Option Plan and
has provided that options to purchase an aggregate of 500,000 shares of the
Corporation's Common Stock at the fair market value of such Stock at the date
of grant will be awarded to the five key executives of the Corporation in
respect of each of the following fiscal years if the specified pre-tax earnings
targets are met: fiscal year ending June 30, 1997 ($5.0 million); and fiscal
year ending June 30, 1998 ($7.5 million). No options were granted to any named
executive officer during fiscal 1996 as the applicable pretax earnings target
($2.5 million) was not met.
Insofar as compensation which is not stock based, as previously noted, the
Corporation in August 1994 entered into the Agreements with Messrs. Tangel,
Cuneo, Yager, Spaziani and Fregara described above under the subcaption
"Employment Agreements". These Agreements were approved by the Board of
Directors and entered into shortly after the formation of the Corporation in
June 1994. Therefore, executive compensation at this time is governed by the
Agreements. The Board of Directors' determination as to the level of
compensation under the Agreements was based upon the prior levels of
compensation of the key executives and the Board's judgment that creating
parity among the key executives would best serve the Corporation's business
goals of fostering profitable growth and increasing stockholder value.
Under the Agreements, determination as to the amounts of bonus compensation to
be awarded to the key executives has been delegated to the Compensation
Committee of the Board of Directors. The Agreements provide that each of the
key executives is entitled to receive an annual bonus of up to 45% of his
annual salary (currently $150,000 in each case) or $67,500. Pursuant to the
Agreements, the Compensation Committee, by written consent as of August 5,
1996, awarded a bonus of $15,000 to each such individual based on a finding
that each of the executives had performed at a level which merited such award.
Such finding, in turn, was based on management's efforts in spearheading the
Corporation's expansion into new lines of business in highly competitive
markets. Consistent with the Board of Director's philosophy that achievement of
the Corporation's business goals will be enhanced by maintaining compensation
parity among the Corporation's key executives, no special award was made to Mr.
Cuneo, the Corporation's Chief Executive Officer.
-8-
<PAGE>
Under the Agreements, it is also contemplated that the Corporation will
establish a performance incentive bonus plan which will provide each executive
the opportunity to earn an annual bonus of up to five percent of the increase
in the Corporation's pretax income, based upon the attainment of performance
goals to be established by the Compensation Committee. Such an incentive bonus
plan has not yet been adopted by the Board of Directors, but it is anticipated
that the same will be adopted during the fiscal year ending June 30, 1997.
Elven M. Tangel
Gregory Cuneo
Stephen J. Yager
Armando Spaziani
Ronald Fregara
Stephen J. Drescher
Gary DeLuca
-9-
<PAGE>
PERFORMANCE GRAPH
The line graph set forth below provides a comparison of the Corporation's
cumulative total shareholder return on its Common Stock with the Russell 2000
Index and, as a Corporation, determined peer comparison with the Nasdaq
Non-Financial Index. Such shareholder return is the sum of the dividends paid
and the change in the market price of the stock.
COMPARISON OF 16 MONTH CUMULATIVE TOTAL RETURN*
AMONG DUALSTAR TECHNOLOGIES CORPORATION, THE RUSSELL 2000 INDEX
AND THE NASDAQ NON-FINANCIAL INDEX
2/14/95 6/95 6/96
------- ------ ------
DUALSTAR TECHNOLOGIES CORPORATION $100 $145 $32
RUSSELL 2000 INDEX $100 $116 $144
NASDAQ NON-FINANCIAL INDEX $100 $126 $160
* $100 INVESTED ON 02/14/95 IN STOCK OR
ON 01/31/95 IN INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
-10-
<PAGE>
CERTAIN TRANSACTIONS
On October 20, 1995, the Corporation lent Stephen J. Drescher, a Director of
the Corporation, $73,406.00. The one-year loan bears interest at the rate of
8.75 percent per annum and is collateralized by 65,250 shares of the
Corporation's Common Stock.
A subsidiary of the Corporation leases office and shop space on a
month-to-month basis from a company in which Messrs. Spaziani, Fregara and
Cuneo each own a 20 percent interest. Rent expense for the year ended June 30,
1996 was $65,000.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Grant Thornton LLP ("Grant
Thornton") as independent certified public accountants for the 1997 fiscal year
and recommends to shareholders ratification of such appointment. Grant Thornton
served as principal accountant for the fiscal year most recently completed.
The appointment of the independent public accountants is approved annually by
the Board of Directors, which reviews the qualifications of independent
accountants and which reviews the audit scope, reasonableness of fees and also
the types of nonaudit services for the coming year.
Although not required to do so, the Board of Directors is submitting the
appointment of Grant Thornton for ratification by the shareholders. If this
action were not ratified, the Board of Directors would reconsider its
appointment. The affirmative vote of a majority of the shares of the
Corporation's Common Stock represented at the annual meeting is required to
ratify this appointment.
Representatives of Grant Thornton will be present at the annual meeting of
shareholders and will have an opportunity to make a statement if they desire to
do so. They will be available to respond to appropriate questions.
DEADLINE FOR SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1997 annual meeting
to be included in the proxy material relating to that meeting must be received
by the Corporation by June 4, 1997.
ANNUAL REPORT TO THE SEC; FORM 10-K
Shareholders may obtain without charge a copy of the Corporation's annual
report to the Securities and Exchange Commission, on Form 10-K, by writing to
DualStar Technologies Corporation, 141 47th Street, Brooklyn, NY 11232, Attn:
Investor Relations or by visiting the Corporation's Website (www.dualstar.com).
Copies of exhibits may be obtained upon payment.
-11-
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters to be brought before the
meeting other than those referred to in the notice hereof. If any other matters
properly come before the meeting, it is the intention of the persons named in
the form of proxy to vote such proxy in accordance with their judgment on such
matters.
By Order of the Board of Directors,
Stephen J. Yager
Secretary
October 7, 1996
-12-
