<PAGE> 1
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
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
MILE MARKER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
|_| $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 of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(1)(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> 2
MILE MARKER INTERNATIONAL, INC.
1450 SW 13th Court
Pompano Beach, FL 33069
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
To the Shareholders of Mile Marker International, Inc.:
Notice is hereby given that an Annual Meeting of Shareholders of Mile
Marker International, Inc. (the "Company") will be held on April 24, 1997, at
10:00 A.M. at 1450 SW 13th Court, Pompano Beach, Florida 33069, for the
following purposes:
1. To elect two (2) directors to serve until the next Annual
Meeting of Shareholders and until their successors are duly
elected and qualify.
2. To ratify the appointment of Spear, Safer, Harmon & Co., as
the Company's public accountants for the fiscal year which
began January 1, 1997.
3. To approve an amendment to the Certificate of Incorporation of
the Company to increase the number of authorized shares from
10,000,000 shares, par value $.001, to 20,000,000 shares, par
value $.001, all of which shall be common stock.
4. To transact any other such business as may properly come
before the meeting or any adjournment thereof.
Each shareholder of record at the close of business on March 26, 1997,
is entitled to cast, in person or by proxy, one vote for each share of Common
Stock held by such shareholder on such date.
By Order of the Board of Directors
Leslie Aho, Secretary
Dated: March 26, 1997
================================================================================
YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE FILL IN DATE, SIGN AND MAIL IT TODAY IN THE ACCOMPANYING
SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
================================================================================
<PAGE> 3
MILE MARKER INTERNATIONAL, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROXY STATEMENT .......................................................... 1
ELECTION OF DIRECTORS .................................................... 2
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT .............................................................. 3
EXECUTIVE COMPENSATION ................................................... 5
SUMMARY COMPENSATION TABLE ............................................... 5
APPOINTMENT OF INDEPENDENT AUDITORS ...................................... 6
AMENDMENTS TO CERTIFICATE OF INCORPORATION ............................... 6
INTEREST OF MANAGEMENT ................................................... 7
FINANCIAL STATEMENTS ..................................................... 8
OTHER MATTERS COMING BEFORE THE MEETING .................................. 8
MISCELLANEOUS ............................................................ 9
APPENDIX "A" ............................................................. 10
</TABLE>
<PAGE> 4
MILE MARKER INTERNATIONAL, INC.
1450 SW 13TH COURT
POMPANO BEACH, FL 33069
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Mile Marker International, Inc. (the "Company"), a
New York corporation, of the accompanying proxy for use at the 1997 Annual
Meeting of Shareholders (the "Meeting") to be held on April 24, 1997, or at any
adjournment or adjournments thereof. Only shareholders of record at the close of
business on March 26, 1997 (the "Record Date"), are entitled to vote at the
Meeting. Proxy material is being mailed on or about March 26, 1997, to the
Company's shareholders of record on the Record Date. All references to the
Company herein include its subsidiaries.
THE PROXY
Shares of Common Stock represented by a duly executed proxy received by
the Company will be voted in accordance with the instructions contained therein
and, in the absence of specific instructions, will be voted FOR the election as
directors of the persons nominated by the Board of Directors, FOR the
reappointment of the Company's existing auditors, FOR the increase in authorized
shares to 20,000,000 shares of Common Stock, and, in accordance with the
judgment of the persons voting the proxy, on any other matter that may properly
come before the Annual Meeting. The execution of a proxy will in no way affect a
shareholder's right to attend the Annual Meeting and to vote in person. A
shareholder may revoke a proxy at any time before it is voted at the Annual
Meeting by written notice delivered to the Secretary of the Company.
It should be noted that Richard and Leslie Aho, who are the sole
directors and officers of the Company, have sufficient shares to cause each of
the proposed actions to be approved without any other shares being voted in
favor thereof at the Annual Meeting of Stockholders. Mr. and Mrs. Aho have
indicated their intention to vote all of their shares for approval of the
increase in authorized shares, for the approval of the persons nominated as
directors, and for reappointment of the Company's existing auditors.
Accordingly, any negative vote which a shareholder may cast will not have any
effect on the outcome of any of the matters discussed in this proxy.
This Proxy Statement, the accompanying proxy, and the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995, are being mailed on
or about March 26, 1997, to shareholders entitled to vote at the Annual Meeting.
The cost of solicitation of proxies will be borne by the Company. In addition to
the use of the mails, proxy solicitations may be made by telephone and personal
contact by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding shares in their
names or in the names of nominees for their reasonable expenses incurred in
sending soliciting material to their principals.
<PAGE> 5
ELECTION OF DIRECTORS
Two directors will be elected at the Meeting. The enclosed proxy,
unless otherwise specified, will be voted to elect as directors the two nominees
named below. Each director elected at the Meeting will serve until the next
Annual Meeting of Shareholders and until his or her respective successor is duly
elected and qualifies. Each nominee is a member of the current Board of
Directors. Both nominees have consented to serve as directors. If a nominee
should not be available for election as contemplated, the management proxy
holders will vote for a substitute designated by the current Board of Directors.
In no event will proxies be voted for more than two nominees.
The following table sets forth certain information, as of the Record
Date, concerning the nominees for election as directors of the Company. For
information as to the shares of the Common Stock held by each nominee, see the
section "Security Ownership of Certain Beneficial Holders and Management"
elsewhere in this Proxy Statement.
<TABLE>
<CAPTION>
Other
Director Position(s)
Nominee Age Since With Company
- ------- --- ----- ------------
<S> <C> <C> <C>
Richard E. Aho 52 1993 Chairman of the Board, President,
and Chief Executive Officer
Leslie Aho 40 1993 Vice President, Treasurer and
Secretary
</TABLE>
EXECUTIVE OFFICERS
As of the Record Date, the executive officers of the Company were as
follows:
<TABLE>
<CAPTION>
Year Became
Officership(s) Executive
Name Age with Company Officer
- ---- --- ------------ -------
<S> <C> <C> <C>
Richard E. Aho 52 Chairman of the Board, President, 1993
and Chief Executive Officer
Leslie Aho 40 Vice President, Treasurer, and 1993
Secretary
</TABLE>
Each executive officer is elected to serve at the discretion of the
Board of Directors.
BUSINESS HISTORY
The principal occupation of each executive officer of the Company is
set forth below. All of the executive officers are elected annually, or until
their successors have been duly elected.
2
<PAGE> 6
Richard E. Aho formed Mile Marker, Inc., which is now a wholly-owned
subsidiary of the Company in 1984 to produce and market a series of new products
to automotive markets. In 1980 Mr. Aho founded 4 x 2 Savings, Inc., a
predecessor of Mile Marker, to sell a cost-saving product which was designed for
the 4-wheel drive segment of the automotive industry. From 1972 to 1980 he was
the owner and operator of The Tire Place, Inc., Rainier, Oregon, an active
retailer of specialty tires and accessories. He became Chairman and Chief
Executive Officer of the Company on December 28, 1993.
Leslie Aho has been the head of operations of Mile Marker since
inception and became Vice President, Secretary, and a Director of the Company on
December 28, 1993. She is the executive responsible for the Company's human
resources management, production planning, and manufacturing.
BOARD MEETINGS
During calendar year 1996 two meetings of the Company's Board of
Directors were held. All current elected members of the Board attended both
meetings.
BOARD COMMITTEES
There are no committees of the Board of Directors of the Company.
FAMILY RELATIONSHIPS
Richard and Leslie Aho are husband and wife.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 4 and 5 furnished to the Company and
filed with the Securities and Exchange Commission under Rule 16a-3(e)
promulgated under the Securities Exchange Act of 1934 with respect to 1995 and
1996, the Company believes that Richard Aho and Leslie Aho did not file Form 5
for the Company's 1995 fiscal year on a timely basis. Except as identified
herein and based solely on a review of its files concerning Rule 16a-3(e), the
Company is not aware that any other person was required to, but did not, comply
with Section 16(a) in 1996.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Each shareholder of record is entitled to cast, in person or by proxy,
one vote for each share of Common Stock, $.001 par value (the "Common Stock"),
held by such shareholder at the close of business on the Record Date. As of said
date, there were 9,934,357 shares of Common Stock outstanding and entitled to
vote.
Shareholders who execute proxies retain the right to revoke them by
notifying the
3
<PAGE> 7
Company at any time before they are voted. Such revocation may be effected by
execution of a subsequently dated proxy, or by a written notice of revocation,
sent to the attention of the Secretary at the address of the Company's principal
office set forth above in the introductory paragraph to this Proxy Statement or
delivered to him at the Meeting. Unless so revoked, the shares represented by
proxies, if received in time, will be voted in accordance with the directions
given therein. If no direction is given, a properly executed proxy will be voted
in favor of the proposal to amend the Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), to ratify the selection of the
Company's auditors, and in favor of the election of directors.
A plurality of the votes cast at the Meeting shall be necessary to
elect a director. The affirmative vote of a majority of the votes cast at the
meeting shall be necessary to approve the proposal numbered 2 in the Notice of
Annual Meeting, i.e., the selection of independent public accountants. A vote of
a majority of the outstanding shares of the Common Stock shall be necessary to
approve the proposal numbered 3 in the Notice of Annual Meeting, i.e., the
Amendment to the Certificate of Incorporation. A shareholder shall have no right
to receive payment for his, her or its shares as a result of shareholder
approval of any proposal in the Notice of Annual Meeting.
At the meeting ballots will be distributed with respect to each
proposal to be voted upon to the management proxy holders and each shareholder
(or the shareholder's proxy if not the management proxy holders) who is present
and did not deliver a proxy to the management proxy holders or another person.
The ballots shall then be tallied, one vote for each share owned of record, the
votes being in three categories: FOR, AGAINST or ABSTAIN, except in the case of
the proposal to elect directors, the three categories will be, with respect to
each director to be elected, FOR the management nominee, WITHHOLD AUTHORITY from
voting FOR the management nominee or FOR another person to be elected as a
director. Any shareholder who submits a proxy, even though the shareholder
abstains as to one or more proposals, or who is present in person, shall be
counted for the purpose of determining if a quorum is present, a quorum being a
majority of the outstanding shares of the Common Stock. Because each of the two
directors will be elected by a plurality of the votes cast at the meeting, an
abstention, whether by the shareholder of record or by a broker non-vote where
the broker or its nominee is the record holder for the shareholder, reduces the
number of votes cast for a particular nominee. Assuming that the voting for
director is limited to the two management nominees, an abstention, including a
broker non-vote, has no effect on the determination of who is elected. If there
are one or more nominees opposing the two management nominees, the two
candidates receiving the highest votes FOR will be elected, regardless of how
many shares ABSTAIN. Because the proposal numbered 3 requires the approval of a
majority of the outstanding shares of Common Stock as of the Record Date, an
abstention, whether by a shareholder of record or by a broker non-vote where the
broker or its nominee is the record holder for the shareholder, reduces the
number of votes cast for a particular proposal and makes it more difficult for
management to achieve a majority to approve the proposed amendment to the
Certificate of Incorporation.
The following table sets forth information, as of the Record Date, with
respect to (i) any person or "group" known to the Company to be the beneficial
owner of more than 5% of the Common Stock; (ii) each director of the Company;
(iii) the Chief Executive Officer of the
4
<PAGE> 8
Company; (iv) each other executive officer who earned more than $100,000 in
fiscal 1996; and (v) all directors and executive officers as a group. Each
beneficial owner has advised the Company that he, she or it has sole voting and
investment power as to the shares of the Common Stock.
<TABLE>
<CAPTION>
Name and Amount and Percent of
Title Address of Nature of Class at
of Beneficial Beneficial November 30,
Class Owner Ownership 1994 (1)
- ------- ------------------- ------------ -----------
<S> <C> <C> <C>
Common Richard E. Aho (1)(2) 2,525,000 25.42%
Stock 1450 SW 13th Court
Pompano Beach, FL 33069
Common Leslie Aho (1)(2) 2,525,000 25.42%
Stock 1450 SW 13th Court
Pompano Beach, FL 33069
Common All executive officers 5,050,000 50.83%
Stock and directors as a
group (2 persons)
</TABLE>
- -------------------------
(1) Officer and director.
(2) Richard and Leslie Aho are husband and wife.
- -------------------------
EXECUTIVE COMPENSATION
The following tables and notes present for the three years ended
December 31, 1996, compensation paid by the Company to Richard Aho, its
President and Chief Executive Officer, who is the only executive officer whose
total salary and bonus exceeded $100,000 in any of the three years ended
December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual
Name and Fiscal Compensation
Principal Position Year - Salary
- ------------------------------ ------ --------------
<S> <C> <C>
Richard E. Aho, Chairman, 1996 $ 112,750
President, and Chief Executive 1995 $ 129,250
Officer 1994 $ 143,000
</TABLE>
5
<PAGE> 9
APPOINTMENT OF INDEPENDENT AUDITORS
On September 3, 1996, the Board of Directors selected Spear, Safer,
Harmon & Co., as Company's independent public accountants for the fiscal year
commenced January 1, 1996, and for the fiscal year commencing January 1, 1997.
Such firm has acted as the Company's independent public accountants since
September 6, 1996, and has advised the Company that no member of such firm or
any member thereof has any financial interest in the Company.
Although neither federal nor state law requires the approval of the
auditors by shareholders, the Board believes that, in view of the importance of
financial statements to the shareholders, the selection of independent public
accountants should be passed on by shareholders. Accordingly approval of the
following resolution will be requested at the Meeting:
"RESOLVED, That the Board of Directors' appointment of Spear, Safer,
Harmon & Co., to serve as the Company's independent public accountants for the
fiscal year beginning January 1, 1997, be, and the same hereby is, ratified and
approved."
The Board of Directors recommends a vote FOR the foregoing resolution
because of the familiarity of Spear, Safer, Harmon & Co., with the Company's
financial and other affairs. In the event that the shareholders disapprove of
the selection, the Board of Directors will consider the selection of another
auditor.
No member of Spear, Safer, Harmon & Co., will be present at the
Meeting.
On September 3, 1996, Fred W. Smith, CPA, resigned as independent
accountant of the Company. The reports of Fred W. Smith, CPA, on the financial
statements of the Company for the fiscal years ended December 31, 1994, and
December 31, 1995, contain no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principals. The Company's Board of Directors participated in and approved the
decision to change independent accountants. In connection with its audits for
the fiscal years ended December 31, 1994 and 1995, and through September 3,
1996, there have been no disagreements with the former accountants on any matter
of accounting principals or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of the former accountants, would have caused them to make reference
to the subject matter of the disagreement in their reports on the financial
statements for such year. During the fiscal year ended December 31, 1995, and
through September 3, 1996, there were no reportable events (as defined in
Regulation S-K, Item 304(a)(1)(v)) with Fred W. Smith, CPA.
AMENDMENTS TO CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has approved and recommended, and
hereby proposes to the Company's shareholders, adoption of an amendment to the
Company's Certificate of Incorporation, listed as Proposal numbered 3 in the
Notice of Annual Meeting.
The proposed Amendment is an amendment to Paragraph Third of the
Certificate of
6
<PAGE> 10
Incorporation to change the authorized shares to 20,000,000 from 10,000,000. A
copy of the text of Paragraph Third of the Certificate of Incorporation as it
would be amended if the shareholders approve the Amendment is annexed hereto as
Appendix A.
The Board of Directors of the Company has voted to increase the number
of authorized shares of Common Stock to permit the Company to issue shares of
Common Stock or rights to acquire Common Stock for the purposes of (i) raising
capital, (ii) exchanging such securities for Company indebtedness, (iii)
compensating employees or others, and (iv) any other proper corporate purpose.
The Company does not anticipate that the increase in authorized shares will have
any adverse impact on existing shares or shareholders. No assurances can be
given, however, that after the proposed increase is effected, or after
additional shares authorized by the issuance are issued, the market price of the
Common Stock will not be adversely affected or precisely what effect the
proposed increase in authorized Common Stock would have on the market for, or
the price of, shares of Common Stock.
EFFECT ON SHAREHOLDERS
Holders of Common Stock have no preemptive rights and are entitled to
dividends when and if declared by the Board of Directors. Each holder of Common
Stock has one vote per share on all matters submitted to shareholders for a
vote. Other than increasing the number of authorized shares of Common Stock, the
proposed Amendment to the Certificate of Incorporation would create no
differences between shares of Common Stock prior to the Amendment and shares of
Common Stock after the Amendment.
VOTE REQUIRED
A majority of the Common Stock, by vote in person or by proxy, must
vote in favor of the proposed Amendment to the Certificate of Incorporation for
the same to be approved by the shareholders.
FOR THE REASONS DESCRIBED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK.
INTEREST OF MANAGEMENT
Because the two directors and executive officers of the Company have a
majority of the outstanding Common Stock and, in their opinion the Company must
issue additional shares, which are not now authorized, to meet its existing
anticipated capital needs, they may be deemed to have an interest in having the
proposed increase in the authorized Common Stock approved by the shareholders.
Other than the election of directors, there is no other proposal in the Notice
of Annual Meeting as to which the directors and executive officers have any
special interest, although they recommend the approval of all proposals by the
shareholders.
FINANCIAL STATEMENTS
The following financial statements, management's discussion and
analysis, and market
7
<PAGE> 11
information, all of which appear in the 1995 Annual Report which accompanies
this Proxy Statement, are incorporated herein by this reference.
<TABLE>
<S> <C> <C>
1. Report of Independent Auditors..............................................................F/S 1
2. Consolidated Balance Sheets at December 31, 1995 and 1994...................................F/S 2
3. Consolidated Statements of Income for the Years
Ended December 31, 1995 and 1994............................................................F/S 3
4. Consolidated Statements of Change in Stockholders' Equity
for the Years Ended December 31, 1995 and 1994..............................................F/S 4
5. Consolidated Statements of Cash Flow for the Years
Ended December 31, 1995 and 1994............................................................F/S 5
6. Notes to Consolidated Financial Statements..................................................F/S 6
</TABLE>
The following financial statements and management's discussion and
analysis, all of which appear in the Company's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 1995, a copy of which report accompanies
this Proxy Statement, are incorporated herein by this reference:
<TABLE>
<S> <C> <C>
1. Consolidated Balance Sheets at September 30, 1996 (unaudited)
and December 31, 1995 (unaudited)...............................................................3
2. Consolidated Statements of Operations for the Three and Nine
Month Periods Ended September 30, 1996 and 1995 (unaudited).....................................4
3. Consolidated Statement of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995 (unaudited)...................................................6
4. Notes to Financial Statements (unaudited)-September 30, 1996....................................7
5. Management's Discussion and Analysis or Plan of Operation.......................................8
</TABLE>
OTHER MATTERS COMING BEFORE THE MEETING
As of the date of this Proxy Statement, the Board of Directors does not
know of any matters to be presented to the Meeting other than the first three
proposals set forth in the attached Notice of Annual Meeting. If any other
matters properly come before the Meeting, it is intended that the holders of the
management proxies will vote thereon in their discretion.
MISCELLANEOUS
The solicitation of proxies on the enclosed form of proxy is made by
and on behalf of
8
<PAGE> 12
the Board of Directors of the Company and the cost of this solicitation is being
paid by the Company. In addition to the use of the mails, proxies may be
solicited personally, or by telephone or telegraph, by officers or directors of
the Company or its subsidiaries.
Shareholder proposals for inclusion in the Company's Proxy Statement
for the Annual Meeting of Shareholders which is anticipated to be held in March
1998 must be received no later than a reasonable time before the solicitation
for such meeting is made.
Copies of the 1995 Annual Report and the Company's Report on Form
10-QSB for the period ended September 30, 1996, accompany this Proxy Statement.
There will be no separate Annual Report to Shareholders other than the Annual
Report on Form 10-KSB (i.e., the 1995 Annual Report). A copy of any exhibits to
the 1995 Annual Report, as amended, may be obtained by written or oral request
to Leslie Aho, Secretary of the Company, at the principal office of the Company,
the address of which is set forth in the introductory paragraph to this Proxy
Statement. A reasonable fee for duplicating and mailing will be charged if a
copy of any exhibit is requested.
By Order of the Board of Directors
LESLIE AHO, Secretary
9
<PAGE> 13
APPENDIX "A"
Paragraph Third of the Certificate of Incorporation ("Certificate of
Incorporation") will be amended to read as follows:
"THIRD: The aggregate number of shares which the Company shall
have authority to issue is twenty million (20,000,000), each of which shall have
a par value of one-tenth of one cent ($.001), all of which shall be a single
class of Common Stock, and none of which shall be entitled to pre-emptive
rights."
10
<PAGE> 14
APPENDIX B
MILE MARKER INTERNATIONAL, INC.
1450 SW 13TH COURT, POMPANO BEACH, FL 33069
***PROXY***
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard E. Aho and Leslie Aho as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all shares of common stock
of Mile Marker International, Inc., held of record by the undersigned on March
26, 1997, at an Annual Meeting of Shareholders to be held on April 24, 1997, or
any adjournment thereof.
1. FOR THE ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
_____ FOR _____ AGAINST _____ ABSTAIN
To withhold authority for an individual nominee, check this box and
write the nominee's name in this space
2. RATIFICATION OF INDEPENDENT AUDITORS
_____ FOR _____ AGAINST _____ ABSTAIN
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION
_____ FOR _____ AGAINST _____ ABSTAIN
4. In their discretion of the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournments of the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR each of the director nominees FOR Proposals 2 and 3.
Please sign exactly as your name appears on your certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
office. If a partnership, please sign in partnership name by authorized person.
Dated: ___________________, 1997 Number of shares held: _______________
- ----------------------------------- -----------------------------------------
Please Type or Print Your Name(s) Signature
- ----------------------------------- -----------------------------------------
Please Type or Print Your Name(s) Signature
If you have had a change of Address, please print or type your new address(s) on
the lines below:
PLEASE MARK, SIGN, DATE AND
- ----------------------------------------------- RETURN THIS PROXY PROMPTLY
- -----------------------------------------------
- -----------------------------------------------
