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
[ ] 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
RENTERS CHOICE, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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:
<PAGE>
RENTERS CHOICE, INC.
13800 Montfort Drive, Suite 300
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1997
To the Holders of Common Stock of
RENTERS CHOICE, INC.
The 1997 Annual Meeting of Stockholders of Renters Choice, Inc. (the
"Company") will be held at the offices of the Company, 13800 Montfort Drive,
Suite 300, Dallas, Texas 75240, on May 19, 1997, at 9:00 a.m., Dallas, Texas,
time, for the following purposes:
1. To elect two persons to serve as Class III directors in
accordance with the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws of the Company;
and
2. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof (the
"Annual Meeting").
A copy of the Proxy Statement in which the foregoing matters are
described in more detail accompanies this Notice of Annual Meeting of
Stockholders.
Stockholders are urged to read carefully the attached Proxy Statement
for additional information concerning the matters to be considered at the Annual
Meeting. The Board of Directors has fixed the close of business on March 24,
1997 as the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting. A complete list of the stockholders will be
available for examination at the Company's offices located at 13800 Montfort
Drive, Suite 300, Dallas, Texas 75240, during normal business hours for ten days
before the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY VOTE IN PERSON,
EVEN IF YOU RETURNED YOUR PROXY CARD.
By Order of the Board of Directors,
David M. Glasgow
SECRETARY
April 8, 1997
Dallas, Texas
<PAGE>
RENTERS CHOICE, INC.
13800 Montfort Drive, Suite 300
Dallas, Texas 75240
--------------------
PROXY STATEMENT
-------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1997
--------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Renters Choice, Inc. (the "Company") for
use at the Annual Meeting of Stockholders of the Company to be held at the time
and place and for the purposes set forth in the accompanying Notice of Annual
Meeting, and any postponements or adjournments thereof (the "Annual Meeting").
The Board of Directors does not intend to bring any matters before the
Annual Meeting other than those set forth in the accompanying Notice of Annual
Meeting and does not know of any additional matters to be brought before the
Annual Meeting by others. The Amended and Restated Bylaws of the Company require
advance notice of stockholder proposals for action to be taken at the Annual
Meeting and stockholder nominations of persons for election to the Board of
Directors. No such notices have been received.
This Proxy Statement and the accompanying proxy are first being mailed
to stockholders on or about April 9, 1997. All duly executed proxies received by
the Company or its transfer agent prior to the Annual Meeting will be voted in
accordance with the instructions specified therein. As to a matter for which no
instruction has been specified in a properly executed proxy, the shares
represented thereby will be voted by the person named therein (1) FOR the
election of Joseph V. Mariner, Jr. and J. V. Lentell as Class III directors of
the Company, and (2) in the discretion of the persons named in the proxy, to
transact any other business that may properly come before the Annual Meeting. A
stockholder who attends the Annual Meeting may, if he or she wishes, vote by
ballot at the Annual Meeting, thereby cancelling any proxy previously given. In
addition, a stockholder giving a proxy may revoke it at any time before it is
voted at the Annual Meeting by delivering a written notice of revocation to the
Secretary of the Company or by delivering a properly executed proxy bearing a
later date.
The Board of Directors has fixed the close of business on March 24, 1997
as the record date for the determination of the stockholders of the Company
entitled to notice of, and to vote at, the Annual Meeting. At that date, there
were outstanding 24,792,685 shares of Common
<PAGE>
Stock, the holders of which will be entitled to one vote per share of Common
Stock on each matter submitted at the Annual Meeting. The Company has no other
class of stock outstanding. The holders of a majority of the outstanding shares
of Common Stock, present in person or represented by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. If a quorum is not
present or represented at the Annual Meeting, the stockholders entitled to vote
who are present in person or represented by proxy have the power to adjourn the
Annual Meeting from time to time, without notice, other than by announcement at
the meeting, until a quorum is present or represented. At any such adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the original meeting. If and when
a quorum is present or represented at the Annual Meeting or any adjournment
thereof, the stockholders present or represented at the meeting may continue to
transact business until adjournment notwithstanding the withdrawal from the
meeting of stockholders counted in determining the existence of a quorum.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors at the Annual Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum and of determining the outcome of any
matter submitted to the stockholders for a vote. Abstentions will have the same
legal effect as a vote against the matter on all matters other than the election
of directors.
Broker non-votes occur where a broker holding stock in street name votes
the shares on some matters but not others. The missing votes are deemed to be
"broker non-votes." The election inspectors will treat broker non-votes as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum. However, for the purpose of determining the outcome of any
matter as to which the broker or nominee has indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
The Company will bear the entire cost of soliciting proxies in the
accompanying form. In addition to the solicitation of proxies by mail, proxies
may also be solicited by telephone, telegram or personal interview by officers
and regular employees of the Company. The Company will reimburse brokers or
other persons holding stock in their names or in the names of their nominees for
their reasonable expenses incurred in forwarding proxy materials to beneficial
owners of stock.
-2-
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Amended and Restated Certificate of Incorporation of the
Company (as amended), the Board of Directors currently is divided into three
separate classes (Class I, Class II and Class III). J. Ernest Talley currently
serves as the Class I director until the 1998 Annual Meeting of Stockholders of
the Company and until his successor has been duly elected and qualified. Mark E.
Speese and Rex W. Thompson currently serve as Class II directors until the 1999
Annual Meeting of Stockholders of the Company and until their successors have
been duly elected and qualified. Joseph V. Mariner, Jr. and J. V. Lentell
currently serve as Class III directors until the 1997 Annual Meeting of
Stockholders of the Company and until their successors have been duly elected
and qualified.
At this year's Annual Meeting, two persons will be elected to the Board
of Directors, to serve as Class III directors until the 2000 Annual Meeting of
Stockholders of the Company and until their successors have been duly elected
and qualified. At each subsequent Annual Meeting of Stockholders of the Company,
one class of directors will be elected on a rotating basis for a three-year
term. Pursuant to the Company's Amended and Restated Bylaws, directors shall be
elected by a plurality of votes cast in the election.
Unless contrary instructions are set forth in the accompanying proxy, it
is intended that the persons named in the proxy will vote all shares represented
thereby FOR the election to the Board of Directors of Joseph V. Mariner, Jr. and
J. V. Lentell who have been properly nominated to serve as Class III directors.
The Company has no reason to believe that Mr. Mariner or Mr. Lentell will be
unable or unwilling to serve if elected to the Board of Directors. However,
should either Mr. Mariner or Mr. Lentell become unable or unwilling to serve
prior to the Annual Meeting, the persons acting under the proxy will vote for
the election, in his stead, of such other persons as the Board of Directors may
recommend.
-3-
<PAGE>
NOMINEES FOR ELECTION AS DIRECTOR
<TABLE>
<CAPTION>
YEAR TERM WOULD
EXPIRE AFTER ELECTION
NAME AGE BUSINESS EXPERIENCE IF ELECTED, AND CLASS
<S> <C> <C> <C>
J.V. Lentell 58 Mr. Lentell has served as a director of the 2000
Company since February 1995. Mr. Lentell (Class III)
was employed by Kansas State Bank & Trust
Co., Wichita, Kansas, from 1966 through July
1993, serving as Chairman of the Board from
1981 through July 1993. Since July 1993, he
has served as a director and Vice Chairman of
the Board of Directors of Intrust Bank, N.A.,
successor by merger to Kansas State Bank &
Trust Co.
Joseph V. Mariner, Jr. 76 Mr. Mariner has served as a director of the 2000
Company since February 1995. Until his (Class III)
retirement in 1978, Mr. Mariner served as
Chairman of the Board of Directors and Chief
Executive Officer of Hydrometals, Inc., a large
conglomerate with subsidiaries engaged in the
manufacture of retail plumbing supplies,
non-powered hand tools and electronic
components. Mr. Mariner currently serves as
a director of Temtex Industries, Inc., a
manufacturer of energy-efficient fireplaces and
gas logs, Peerless Mfg. Co, a manufacturer of
heavy oil and gas filtration equipment, Dyson
Kissner Moran Corp., a New York based
private investment company engaged in
acquiring and operating a multitude of
manufacturing companies with additional
holdings in real estate and broadcasting,
Industrial Flexible Materials, Inc., a company
engaged in the business of collecting and
shredding whole tires into chips which are
further processed into finely granulated rubber
for commercial industrial applications, and El
Chico Restaurants, Inc.
</TABLE>
-4-
<PAGE>
PERSONS CONTINUING AS DIRECTORS
<TABLE>
<CAPTION>
YEAR TERM
NAME AGE BUSINESS EXPERIENCE EXPIRES AND CLASS
<S> <C> <C> <C>
J. Ernest Talley 62 Mr. Talley has served as Chairman of the 1998
Board of Directors of the Company since May (Class I)
1989 and Chief Executive Officer since
November 1994. Mr. Talley operated a
rent-to-own business from 1963 to 1974 in
Wichita, Kansas, which he sold to Remco (now
owned by Rent-a-Center, a unit of Thorn EMI
PLC) in 1974. From 1974 to 1988, he was
involved in the commercial real estate business
in Dallas, Texas. Mr. Talley co-founded
Talley Lease to Own, Inc. with his son,
Michael C. Talley, in 1987 and served as a
director and Chief Executive Officer of that
company from 1988 until its merger with the
Company on January 1, 1995.
Mark E. Speese 39 Mr. Speese has served as President and a 1999
director of the Company since 1990, and as (Class II)
Chief Operating Officer since November 1994.
From 1990 to November 1994, Mr. Speese
served as Chief Executive Officer of the
Company. From the Company's inception in
1986 until 1990, Mr. Speese served as a Vice
President responsible for the Company's New
Jersey operations. Prior to joining the
Company, Mr. Speese was a regional manager
for Rent-a-Center, a unit of Thorn EMI PLC,
from 1979 to 1986.
Rex W. Thompson 47 Mr. Thompson has served as a director of the 1999
Company since February 1995. Since 1988, (Class II)
Mr. Thompson has served as a Professor of
Finance at the Edwin L. Cox School of
Business, Southern Methodist University,
Dallas, Texas, where he also serves as
Chairman of the Finance Department and as
Associate Dean for Academic Affairs.
Mr. Thompson previously served as an
assistant professor at Carnegie-Mellon
University, and as an associate professor at the
University of British Columbia and the
Wharton School of Business.
</TABLE>
-5-
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Company currently has an Audit Committee and a Compensation
Committee of the Board of Directors. The Audit Committee is composed of Messrs.
Lentell, Mariner and Thompson, who are all of the members of the Board of
Directors who are not employees of the Company (the "Outside Directors"), and is
responsible for reviewing the functions of the Company's management and
independent auditors pertaining to the Company's financial statements and
performing such other duties and functions as are deemed appropriate by the
Audit Committee or the Board. Mr. Mariner is Chairman of the Audit Committee.
The Compensation Committee is also composed of the Outside Directors and is
responsible for recommending to the Board the base salaries and incentive
bonuses for the executive officers of the Company and for administering the
Company's Long-Term Incentive Plan. Mr. Thompson is Chairman of the Compensation
Committee. The Audit Committee met two times and the Compensation Committee met
three times during 1996. Each director attended all meetings of all committees
on which he served during 1996. The Board of Directors does not have a standing
nominating committee or other committee performing similar functions.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met six times during 1996,
including regularly scheduled and special meetings. Each director attended all
meetings of the Board of Directors.
COMPENSATION OF DIRECTORS
The Outside Directors receive $2,500 for each meeting of the Board of
Directors that they attend and $500 for attending a meeting of a committee of
the Board. In addition, all directors are reimbursed for travel and lodging
expenses of attending Board, stockholder and committee meetings. Automatic
annual awards of fully-vested stock options are made to each Outside Director on
the first business day of each year, which options provide for the purchase of
3,000 shares of Common Stock at a purchase price equal to the market value of
the Common Stock on such date. Each of such options is immediately exercisable.
The options granted to the Outside Directors on January 1, 1997, have an
exercise price of $14.50 per share. The Company has entered into agreements with
all directors pursuant to which the Company has agreed to indemnify them against
certain claims arising out of their service as directors. Directors are also
entitled to the protection of certain indemnification provisions in the
Company's Amended and Restated Certificate of Incorporation and in the Company's
Bylaws.
-6-
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of the
Board of Directors and are chosen annually by the Board at its first meeting
following the annual meeting of stockholders. The following table sets forth the
names and ages of the executive officers of the Company and all positions held
by them and a description of their business experience during at least the past
five years.
<TABLE>
<CAPTION>
NAME AGE POSITIONS BUSINESS EXPERIENCE
<S> <C> <C> <C>
J. Ernest Talley 62 Chairman of the Board of Mr. Talley has served as Chairman of the
Directors and Chief Board of Directors of the Company since
Executive Officer May 1989 and Chief Executive Officer
since November 1994. Mr. Talley operated
a rent-to-own business from 1963 to 1974
in Wichita, Kansas. From 1974 to 1988, he
was involved in the commercial real estate
business in Dallas, Texas. Mr. Talley
co-founded Talley Lease to Own, Inc. with
his son, Michael C. Talley, in 1987 and
served as a director and Chief Executive
Officer of that company from 1988 until its
merger with the Company on January 1,
1995.
Mark E. Speese 39 President, Chief Operating Mr. Speese has served as President and a
Officer and Director director of the Company since 1990, and
as Chief Operating Officer since
November 1994. From 1990 to November
1994, Mr. Speese served as Chief
Executive Officer. From the Company's
inception in 1986 until 1990, Mr. Speese
served as a Vice President responsible
for the Company's New Jersey operations.
Prior to joining the Company, Mr. Speese
was a regional manager for
Rent-a-Center, a unit of Thorn EMI PLC,
from 1979 to 1986.
Mitchell E. Fadel 39 President and Chief Mr. Fadel has served as President and
Executive Officer- Chief Executive Officer of ColorTyme,
ColorTyme, Inc. Inc. since November 1992. From January
1992 to December 1994, he also served as
President of ColorTyme Stores, Inc., a
former affiliate of ColorTyme, Inc.
ColorTyme, Inc. is a national franchisor
of 251 rent-to-own stores and is a
wholly-owned subsidiary of the Company.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
L. Dowell Arnette 49 Executive Vice President Mr. Arnette has served as an Executive
Vice President of the Company since
September 1996. From May 1995 to
September 1996, Mr. Arnette served as
Senior Vice President of the Company.
From November 1994 to May 1995, he
served as Regional Vice President of the
Company. From 1993 to November 1994,
he served as a regional manager of the
Company responsible for the southeastern
region. From 1975 until 1993, Mr. Arnette
was an Executive Vice President of DEF
Investments, Inc. ("DEF"), an operator of
rent-to-own stores. The Company acquired
substantially all of the assets of DEF and its
subsidiaries in April 1993. Mr. Arnette is
the brother of Joseph T. Arnette, Vice
President - Training & Personnel of the
Company.
Dana F. Goble 31 Senior Vice President Mr. Goble was appointed Senior Vice
President of the Company in December
1996 and served as a Regional Vice
President of the Company from May 1995
until December 1996. From April 1993 to
May 1995, Mr. Goble served as the
Company's regional manager for the Detroit,
Michigan area. From 1986 through April
1993, Mr. Goble held several positions with
DEF, including regional manager for the
states of Indiana, Michigan and Ohio.
Danny Z. Wilbanks 41 Senior Vice President - Mr. Wilbanks was appointed Senior Vice
Finance and Chief President - Finance and Chief Financial
Financial Officer Officer of the Company in April 1997.
From January 1995 to April 1997, Mr.
Wilbanks served as President and Chief
Executive Officer of Trans Texas
Capital, L.L.C., a rental purchase
company, the assets of which were
acquired by the Company in February
1997. Between August 1993 and January
1995, Mr. Wilbanks was a self-employed
consultant in the rent-to-own industry.
From January 1986 to August 1993, Mr.
Wilbanks, who is a certified public
accountant, served as Chief Financial
Officer of REMCO, a rental purchase
company.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Randall S. Simpson 30 Vice President - Finance Mr. Simpson has served as Vice President
- Finance of the Company since November
1996. From November 1996 until April
1997, Mr. Simpson served as Vice
President - Finance and Chief Financial
Officer of the Company. From October
1995 to November 1996, Mr. Simpson, who
is a certified public accountant, served
as Controller of the Company. From May
1994 until October 1995, Mr. Simpson
worked as an Audit Supervisor for Grant
Thornton LLP. From March 1993 to May
1994, Mr. Simpson was the sole
proprietor of an accounting practice and
from June 1989 to March 1993, Mr.
Simpson was a Supervising Senior Auditor
for KPMG Peat Marwick.
Douglas R. Balduini 36 Regional Vice President Mr. Balduini has served as a Regional
Vice President of the Company since
December 1995. From November 1993 to
December 1995, Mr. Balduini served as
the Company's regional manager for
northern New Jersey. From the Company's
inception in 1986 until November 1993,
Mr. Balduini served the Company as a
store manager in various locations
throughout northern New Jersey.
Christopher R. Dement 35 Regional Vice President Mr. Dement has served as a Regional Vice
President of the Company since November
1994. Mr. Dement joined the Company as a
regional manager in 1992. From 1985
through 1992, Mr. Dement held various
store and regional management positions
with DEF.
Anthony M. Doll 28 Regional Vice President Mr. Doll has served as a Regional Vice
President of the Company since September
1996. From May 1995 to September 1996,
Mr. Doll served as the Company's
regional manager for the Detroit,
Michigan area. From April 1993 to May
1995, Mr. Doll served as the manager of
the Company's stores in Michigan. Prior
to that time, Mr. Doll attended Michigan
State University, where he received a
Bachelor's Degree in Social Science in
June 1992.
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Michael T. Draughn 43 Regional Vice President Mr. Draughn has served as a Regional
Vice President of the Company since
January 1997. From September 1995 to
January 1997, Mr. Draughn served as a
regional manager of the Company for the
central Alabama region. Mr. Draughn
served as a store manager for MRTO
Holdings, Inc. (d/b/a Magic Rent-to-Own)
("MRTO Holdings") from August 1992 to
October 1993 and as a zone manager for
MRTO Holdings from October 1993 until
the Company acquired MRTO Holdings in
September 1995.
C. Edward Ford, III 30 Regional Vice President Mr. Ford has served as a Regional Vice
President of the Company since January
1997. From November 1994 until January
1997, Mr. Ford served as a regional
manager for the Company for the
Tennessee region. From July 1993 until
November 1994, Mr. Ford served as a
store manager for the Company. Prior to
joining the Company in May 1993, Mr.
Ford was employed as an insurance agent.
J. Kenneth Gossett 31 Regional Vice President Mr. Gossett has served as a Regional
Vice President of the Company since
January 1997. Mr. Gossett served as a
regional manager for the Company from
September 1994 until January 1997 for
the North Carolina region. Mr. Gossett
served as a regional manager for MRTO
Holdings from February 1991 until the
Company acquired MRTO Holdings in
September 1995.
David A. Kraemer 35 Regional Vice President Mr. Kraemer has served as a Regional
Vice President of the Company since
December 1995. Mr. Kraemer served as a
Divisional Vice President for MRTO
Holdings from November 1990 until the
Company acquired MRTO Holdings in
September 1995.
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Thomas J. Lopez 37 Regional Vice President Mr. Lopez has served as a Regional Vice
President of the Company since December
1995. Mr. Lopez served as a Divisional
Vice President for MRTO Holdings from
April 1991 until the Company acquired
MRTO Holdings in September 1995. Prior
to joining MRTO Holdings, Mr. Lopez
served as an area vice president for
U-Can-Rent, a rent-to-own company based
in Athens, Georgia.
William C. Nutt 40 Regional Vice President Mr. Nutt has served as a Regional Vice
President of the Company since December
1995. From December 1992 through
December 1995, Mr. Nutt served as the
Company's regional manager for the
northeast Ohio area. Prior to joining
the Company, Mr. Nutt was a partner in
McKenzie Leasing of Northern Ohio.
Leslie C. Preston 40 Regional Vice President Mr. Preston has served as a Regional
Vice President of the Company since
January 1997. From 1993 until January
1997, Mr. Preston served as a regional
manager of the Company for the northwest
New York region. Prior to joining the
Company, Mr. Preston served as a
regional manager of DEF from 1991 to
1993.
John H. Spangle 41 Regional Vice President Mr. Spangle has served as a Regional
Vice President of the Company since
December 1995. Mr. Spangle served as a
Divisional Vice President for MRTO
Holdings from December 1990 until the
Company acquired MRTO Holdings in
September 1995. Prior to joining MRTO
Holdings, Mr. Spangle was the controller
for Pate Engineers, Inc., a Houston
based civil engineering firm.
Juan M. Velez 47 Regional Vice President Mr. Velez has served as a Regional Vice
President of the Company since March
1996. Mr. Velez served the Company as
regional manager for Puerto Rico from
1989 until March 1996.
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
John H. Whitehead 47 Regional Vice President Mr. Whitehead has served as a Regional
Vice President of the Company since May
1995. From July 1993 to May 1995, Mr.
Whitehead served as the Company's
regional manager for the Atlanta,
Georgia area and from July 1992 to July
1993, he served as manager of one of the
Company's stores in New Jersey. From
1988 through December 1991, Mr.
Whitehead served as the general manager
and district manager of Dairy Stores,
Inc., a convenience store chain based in
Edison, New Jersey.
Joseph T. Arnette 46 Vice President - Training Mr. Arnette has served as Vice President
& Personnel - Training and Personnel of the Company
since September 1996. Mr. Arnette served
as general manager of Consolidated
Rentals Systems, Inc., an operator of
rent-to-own stores in Georgia and
Alabama, from December 1989 until the
Company acquired the assets of
Consolidated Rentals Systems, Inc. in
May 1995. Mr. Arnette is the brother of
L. Dowell Arnette, Executive Vice
President of the Company.
David M. Glasgow 28 Secretary/Treasurer Mr. Glasgow has served as
Secretary/Treasurer of the Company since
June 1995. From March 1995 to June 1995,
Mr. Glasgow served as the Company's
accounting operations supervisor and
from June 1993 to March 1995, he was an
accountant for the Company. From January
1993 through May 1993, Mr. Glasgow was
an insurance adjuster for Crawford &
Company in Dallas, Texas. Mr. Glasgow
received a Bachelor of Business
Administration Degree from Stephen F.
Austin State University in December
1992.
</TABLE>
-12-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation for the years ended
December 31, 1994, 1995 and 1996 awarded to or earned by (i) each person serving
as chief executive officer of the Company at any time during such periods, and
(ii) certain other executive officers of the Company whose salary and bonus
exceeded $100,000 for services rendered in all capacities (the "Named Executive
Officers").
<TABLE>
<CAPTION>
Annual Long Term
Compensation(1) Compensation
------------------------- ---------------------------------------
Securities
Restricted Underlying Other
Name And Principal Position Year Salary ($) Bonus ($) Stock Awards($) Options/sars(#) Compensation($)(1)
- --------------------------- ---- ---------- --------- --------------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
J. Ernest Talley (2) ......... 1996 240,000 -- -- -- --
Chairman of the Board and .... 1995 240,000 -- -- -- --
Chief Executive Officer ...... 1994 60,000(2) -- -- -- --
Mark E. Speese ............... 1996 160,000 15,900 -- -- --
President and Chief Operating 1995 150,000 -- -- -- --
Officer ...................... 1994 150,000 9,668 -- -- --
Mitchell E. Fadel (3) ........ 1996 140,000(3) 96,000 -- 10,000(4) --
President and Chief Executive 1995 -- -- -- -- --
Officer - ColorTyme, Inc. .... 1994 -- -- -- -- --
L. Dowell Arnette ............ 1996 150,000 15,900 -- -- --
Executive Vice President ..... 1995 132,000 22,990 -- 15,000(5) --
1994 139,251 26,280 -- -- --
David D. Real (6) ............ 1996 137,500 120,000(7) 384,375(7) -- --
Senior Vice President-Finance 1995 37,500 -- -- -- --
and Chief Financial Officer .. 1994 -- -- -- -- --
Juan M. Velez ................ 1996 82,000 30,381 -- 2,500(8) --
Regional Vice President ...... 1995 51,165 36,325 -- 7,500(9) --
1994 50,497 35,448 -- -- --
</TABLE>
- ----------
(1) The Named Executive Officers did not receive any annual compensation not
properly categorized as salary or bonus, except for certain perquisites or
other benefits the aggregate incremental cost of which to the Company for
each officer did not exceed the lesser of $50,000, or 10% of the total of
annual salary and bonus reported for each such officer.
(2) Mr. Talley received no salary or other compensation from the Company prior
to October 1, 1994. The amount presented for 1994 reflects the portion of
his $240,000 annual salary received in 1994.
(3) Mr. Fadel is President of ColorTyme, Inc., a wholly-owned subsidiary of the
Company, which was acquired by the Company in May 1996. The amount presented
for 1996 reflects the portion of his $210,000 annual salary received in
1996.
(4) In July 1996, Mr. Fadel was granted 10,000 options to purchase the Company's
Common Stock on a one-for-one basis, pursuant to the Company's Long-Term
Incentive Plan. The options vest over four years and expire 10 years from
the date of grant.
-13-
<PAGE>
(5) In May 1995, Mr. Arnette was granted 15,000 options to purchase the
Company's Common Stock on a one-for-one basis, pursuant to the Company's
Long-Term Incentive Plan. The options vest over four years and expire 10
years from the date of grant.
(6) Mr. Real joined the Company in October 1995. His salary for 1995 and 1996 on
an annualized basis was $150,000. Mr. Real resigned his position with the
Company in November 1996.
(7) On September 11, 1995, Mr. Real was awarded 62,500 restricted shares of the
Company's common stock, par value $0.01 per share, (the "Common Stock")
under the Company's Long-Term Incentive Plan, subject to forfeiture on
termination of employment in certain circumstances. On September 11, 1996,
Mr. Real vested in 20% of the restricted shares awarded to him. In November
1996, Mr. Real resigned his position with the Company. Upon his resignation,
an additional 20%, or 12,500 shares, were awarded to Mr. Real as part of a
Separation Agreement. The remaining 37,500 shares were forfeited. The
Company paid a total of $120,000 in bonuses to defray all or a portion of
Mr. Real's federal income tax liability incurred pursuant to such
forfeiture.
(8) In January 1996, Mr Velez was granted 2,500 options to purchase the
Company's Common Stock on a one-for-one basis, pursuant to the Company's
Long-Term Incentive Plan. The options vest over four years and expire 10
years from the date of grant.
(9) In May 1995, Mr. Velez was granted 7,500 options to purchase the Company's
Common Stock on a one-for-one basis, pursuant to the Company's Long-Term
Incentive Plan. The options vest over four years and expire 10 years from
the date of grant.
-14-
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential realizable value
at assumed annual rates
of stock price appreciation
Individual Grants for option term (1)
- ------------------------------------------------------------------------------- ---------------------------
Number of Percent of
securities total options
underlying granted to Exercise or
options employees in base price Expiration
Name granted(2)(#) fiscal year ($/Sh) Date 5% ($) 10% ($)
- ------------------- ------------- ------------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Ernest Talley 0 0 N/A N/A N/A N/A
Mark E. Speese .. 0 0 N/A N/A N/A N/A
Mitchell E. Fadel 10,000(3) 1.4% $24.63(3) 7/2/2006(3) 154,923 392,602
L. Dowell Arnette 0 0 N/A N/A N/A N/A
David D. Real ... 0 0 N/A N/A N/A N/A
Juan M. Velez ... 2,500 .4% $13.50 1/2/2006 21,229 53,798
</TABLE>
(1) These amounts represent certain assumed rates of appreciation only.
Actual gains, if any, on stock option exercises are dependent on the
future performance of the Company's Common Stock and overall market
conditions. There can be no assurance that the amounts reflected in this
table will be achieved.
(2) Options are exercisable at 25% per year, beginning one year from the
date of grant.
(3) These amounts represent options that were granted to Mr. Fadel in July
1996 and were outstanding as of December 31, 1996 (the "1996 Options").
Effective January 2, 1997, the 1996 Options were cancelled and Mr. Fadel
was granted 10,000 new options to replace the 1996 Options. The new
options vest at 25% per year, beginning January 2, 1998, have an
exercise price of $14.38 per share and expire on January 2, 2007.
-15-
<PAGE>
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Danny Z. Wilbanks
dated March 28, 1997, pursuant to which Mr. Wilbanks became the Senior Vice
President - Finance and Chief Financial Officer of the Company effective April
1, 1997. The employment agreement provides for Mr. Wilbanks' employment by the
Company for a two-year period commencing April 1, 1997, subject to earlier
termination by the Company or Mr. Wilbanks at any time for any reason, and for
an annual salary of $140,000 for the first year, with annual increases
thereafter as authorized by the Company's Board of Directors. If Mr. Wilbanks'
employment is terminated by the Company prior to March 31, 1998, the Company
will continue to pay Mr. Wilbanks his base compensation through that date. The
Company and Mr. Wilbanks also entered into a stock option agreement pursuant to
which Mr. Wilbanks received an option to purchase 60,000 shares of the Company's
Common Stock, par value $0.01 per share, under the Company's Long-Term Incentive
Plan, at an exercise price of $14.00 per share. Of the 60,000 options granted,
10,000 are immediately exercisable, with the remaining options vesting over a
five-year period on each anniversary date of the agreement through the year
2002.
Pursuant to the Company's acquisition of ColorTyme, Inc. in May 1996,
the Company entered into a severance agreement with Mitchell E. Fadel, President
and Chief Executive Officer of ColorTyme, Inc., whereby the Company agreed to
provide certain health benefits to Mr. Fadel and to pay Mr. Fadel approximately
$105,000 should his employment be terminated prior to December 31, 1997.
The Company does not have employment agreements with any other executive
officers or other members of management.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
J. E. Talley, Chairman of the Board and Chief Executive Officer of the
Company, served as a member of the Company's Compensation Committee during a
portion of 1996. Other than Mr. Talley, no person who served as a member of the
Company's Compensation Committee during 1996 (i) was an officer or employee of
the Company during such year, (ii) was formerly an officer of the Company or
(iii) except for Mr. Lentell, was a party to any material transaction set forth
under the heading "Certain Relationships and Related Transactions" set forth
below.
J. V. Lentell, a director of the Company, serves as Vice Chairman of the
Board of Directors of Intrust Bank, N.A., one of the Company's lenders. Intrust
Bank, N.A. is a $18,000,000 participant in the Company's $90,000,000 line of
credit. The Company also maintains a separate line of credit with Intrust Bank,
N.A., of which $1,755,000 was advanced as of March 24, 1997.
No executive officer of the Company served as a member of the
compensation or similar committee or Board of Directors of any other entity of
which an executive officer served on the Compensation Committee or Board of
Directors of the Company.
-16-
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In February 1995, the Board of Directors established a Compensation
Committee to review and approve the compensation levels of members of
management, evaluate the performance of management, consider management
succession and consider any related matters for the Company. The Committee is
charged with reviewing with the Board of Directors in detail all aspects of
compensation for the executive officers of the Company.
The philosophy of the Company's compensation program is to employ,
retain and reward executives capable of leading the Company in achieving its
business objectives. These objectives include creating and then preserving
strong financial performance, increasing the assets of the Company, enhancing
stockholder value and ensuring the survival of the Company. The accomplishment
of these objectives is measured against conditions prevalent in the industry
within which the Company operates.
The available forms of executive compensation include base salary, cash
bonus awards and incentive stock options, restricted stock awards and stock
appreciation rights. Performance of the Company is a key consideration. The
Company's compensation policy recognizes, however, that stock price performance
is only one measure of performance and, given industry business conditions and
the long-term strategic direction and goals of the Company, it may not
necessarily be the best current measure of executive performance. Therefore, the
Company's compensation policy also gives consideration to the Company's
achievement of specified business objectives when determining executive officer
compensation. An additional achievement of the Compensation Committee has been
to offer officers equity compensation in addition to salary in keeping with the
Company's overall compensation philosophy, which attempts to place equity in the
hands of its employees in an effort to further instill stockholder
considerations and values in the actions of all the employees and executive
officers.
Compensation paid to executive officers is based upon a Company-wide
salary structure consistent for each position relative to its authority and
responsibility compared to industry peers. Stock option awards in fiscal year
1996 were used to reward certain officers and to retain them through the
potential of capital gains and equity buildup in the Company. The number of
stock options granted is determined by the subjective evaluation of the
officer's ability to influence the Company's long term growth and profitability.
Stock options have been granted only pursuant to the Company's Long-Term
Incentive Plan. The Board of Directors believes the award of options represents
an effective incentive to create value for the stockholders.
-17-
<PAGE>
The Chief Executive Officer's base salary for fiscal year 1996 remained
at $240,000. Effective January 1, 1997, the Committee increased the Chief
Executive Officer's base salary approximately 4.2% to $250,000 to raise the
Chief Executive Officer's salary to a level the Committee deemed to be
commensurate with the Chief Executive Officer's position at comparable publicly
owned companies. In determining the compensation of the Chief Executive Officer,
the Committee considered the Chief Executive Officer's performance, his
compensation history and other subjective factors. The Committee believes that
the Chief Executive Officer's 1996 and 1997 compensation levels are justified by
the Company's financial progress and performance against the goals set by the
Committee.
COMPENSATION COMMITTEE
Rex W. Thompson
J. V. Lentell
Joseph V. Mariner, Jr.
-18-
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in cumulative total stockholder return on the Company's Common Stock, with the
cumulative total return of the NASDAQ Stock Market - Market Index and the
Renters Choice "peer group" of competitors (the "Peer Group") for the period
beginning January 25, 1995, and ending December 31, 1996, assuming an investment
of $100.00 on January 25, 1995, and the reinvestment of dividends.
The Peer Group for fiscal year 1995 consisted of Aaron Rents, Inc.,
Advantage Companies, Inc., Heilig Meyers Company, Rent Way, Inc. and Rhodes,
Inc. During fiscal year 1996, Advantage Companies, Inc. and Rhodes, Inc. ceased
to be public companies, thus removing them from public trading and as a result,
from the Company's Peer Group. Bestway, Inc., a rent-to-own company, was added
to the Peer Group for fiscal year 1996, as 1996 was the first full year of
public trading of Bestway, Inc. The Peer Group for fiscal year 1996 was selected
from firms with lines of business similar to the Company's. The companies in the
Peer Group for fiscal year 1996 are Aaron Rents, Inc., Bestway, Inc., Heilig
Meyers Company, and Rent Way, Inc.
The stock price performance shown on the graph reflects the change in
the Company's stock price relative to the noted indices at December 31, 1995 and
1996, and not for any interim periods and is not necessarily indicative of
future price performance.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
1/25/95 12/31/95 12/31/96
Renters Choice, Inc 100 358.51 378.01
NASDAQ 100 128.69 159.91
Peer Group, Inc. 100 77.86 77.62
ASSUMES $100 INVESTED ON JAN. 25, 1995
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 1996
-19-
<PAGE>
INDEMNIFICATION ARRANGEMENTS
The Company's Amended and Restated Bylaws provide for the
indemnification of its executive officers and directors, and the advancement of
expenses to such persons in connection with proceedings and claims arising out
of their status as such, to the fullest extent permitted by the General
Corporation Law of the State of Delaware. The Amended and Restated Bylaws also
contain provisions intended to facilitate an indemnitee's receipt of such
benefits. In addition, the Company maintains a customary directors' and
officers' liability insurance policy covering its directors and officers.
PROPOSALS FOR STOCKHOLDER ACTION
I. ELECTION OF DIRECTORS
The nominees for election as directors are Joseph V. Mariner, Jr. and J.
V. Lentell. Information concerning the nominees is set forth in the section
captioned "Election of Directors."
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
II. OTHER BUSINESS
The Board of Directors does not intend to bring any business before the
Annual Meeting other than the matters referred to in the accompanying Notice of
Annual Meeting and at this date has not been informed of any matters that may be
presented to the Annual Meeting by others. If, however, any other matters
properly come before the Annual Meeting, it is intended that the persons named
in the accompanying proxy will vote pursuant to the proxy in accordance with
their best judgment on such matters.
Representatives of Grant Thornton LLP, the Company's independent public
accountants for the fiscal year ended December 31, 1996, will attend the Annual
Meeting and be available to respond to appropriate questions which may be asked
by stockholders. Such representatives will also have an opportunity to make a
statement at the meeting if they desire to do so.
The Audit Committee of the Board of Directors of the Company has not
appointed an independent public accounting firm for the 1997 fiscal year. The
Board of Directors, and the Audit Committee thereof, annually review the
performance of the Company's independent public accountants and the fees charged
for their services. The Board of Directors anticipates, from time to time,
obtaining competitive proposals from other independent public accounting firms
for the Company's annual audit. Based upon the Board and Audit Committee's
analysis of such information, the Company will determine which independent
public accounting firm to engage to perform its annual audit each year.
-20-
<PAGE>
ADDITIONAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of shares of Common Stock as of March 24, 1997 by (i) each
person who is the beneficial owner of 5% or more of the outstanding shares of
Common Stock, (ii) each director of the Company, (iii) each Named Executive
Officer, and (iv) all executive officers and directors of the Company as a
group. Unless otherwise indicated, the persons named below have the sole power
to vote and dispose of the shares of Common Stock beneficially owned by them,
subject to community property laws, where applicable.
Amount and Nature
Name of Beneficial Owner of Beneficial Ownership Percent of Class
- ------------------------ ----------------------- ----------------
J. Ernest Talley(1) 6,142,248(2) 24.8%
Mark E. Speese(1) 2,760,032(3) 11.1%
L. Dowell Arnette 412,414(4) 1.7%
Mitchell E. Fadel 84,523 *
Juan M. Velez 76,781(5) *
J. V. Lentell 15,000(6) *
Rex W. Thompson 15,000(6) *
Joseph V. Mariner 9,602(7) *
All officers and directors as a
group (25 total) 9,669,628(8) 39.0%
- ---------------
* Less than 1%
(1) The address of J. Ernest Talley and Mark E. Speese is 13800 Montfort
Drive, Suite 300, Dallas, Texas 75240.
(2) Does not include an aggregate of 326,184 shares owned by two of Mr.
Talley's children, as to which Mr. Talley disclaims beneficial
ownership.
(3) Does not include an aggregate of 1,800 shares owned by three of Mr.
Speese's children, as to which Mr. Speese disclaims beneficial
ownership.
(4) Includes 7,500 shares issuable pursuant to options granted under the
Company's Long-Term Incentive Plan, 3,750 of which will become
exercisable on May 9, 1997, and 3,750 of which are currently
exercisable.
(5) Includes 8,125 shares issuable pursuant to options granted under the
Company's Long-Term Incentive Plan, 3,750 of which became exercisable on
May 9, 1996, 625 which became exercisable on January 2, 1997 and 3,750
which become exercisable on May 9, 1997.
(6) These shares are issuable pursuant to options granted under the
Company's Long-Term Incentive Plan, all of which are currently
exercisable.
(7) 3,000 of these shares are issuable pursuant to options granted under the
Company's Long-Term Incentive Plan, all of which are currently
exercisable.
(8) Does not include shares as to which beneficial ownership is disclaimed.
-21-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN BUSINESS RELATIONSHIPS
J. V. Lentell, a director of the Company, serves as Vice Chairman of the
Board of Directors of Intrust Bank, N.A., one of the Company's lenders. Intrust
Bank, N.A. is a $18,000,000 participant in the Company's $90,000,000 line of
credit. The Company also maintains a separate line of credit with Intrust Bank,
N.A., of which $1,755,000 was advanced as of March 24, 1997.
ACQUISITION OF COLORTYME, INC.
In May 1996, the Company, ColorTyme, Inc. ("Old ColorTyme") and CT
Acquisition Corporation, a wholly-owned subsidiary of the Company, entered into
an Agreement and Plan of Reorganization pursuant to which Old ColorTyme was
merged into CT Acquisition Corporation, with CT Acquisition Corporation being
the surviving corporation (the "ColorTyme Acquisition"). Upon effectiveness of
the merger, the name of CT Acquisition Corporation was changed to ColorTyme,
Inc.
The merger consideration paid by the Company consisted of cash in the
amount of approximately $4.7 million, 343,175 restricted shares of the Company's
Common Stock valued at $19.04 per share and 313,000 options issued to
franchisees of ColorTyme, each to purchase one share of the Company's Common
Stock for a price of $26.75 per share. Mitchell E. Fadel, President and Chief
Executive Officer of ColorTyme, Inc. and a former shareholder of Old ColorTyme,
received 84,223 of the restricted shares issued by the Company as part of the
merger consideration.
The estate of Willie Ray Talley was the largest shareholder of Old
ColorTyme, owning approximately 63% of the outstanding shares of common stock.
Willie Ray Talley was the brother of J. Ernest Talley, Chairman of the Board of
Directors and Chief Executive Officer of the Company. J. Ernest Talley is the
executor of the estate of Willie Ray Talley. Willie Ray Talley had personally
guaranteed certain debts owed by Old ColorTyme and its subsidiaries which were
paid off in connection with the ColorTyme Acquisition. The ColorTyme Acquisition
was approved by a majority of the disinterested directors of the Company in
compliance with Delaware law.
At the time of the closing of the ColorTyme Acquisition, ColorTyme was
the franchisor of 313 rent-to-own stores in 40 states, and directly owned seven
rent-to-own stores.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and holders of more than
10% of the Company's Common Stock to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Except as set forth below, the Company
believes, based solely on a review of the copies of such reports
-22-
<PAGE>
furnished to the Company and written representations that no other reports were
required, that during 1996 all of the Company's directors, officers and holders
of more than 10% of its Common Stock complied with all Section 16(a) filing
requirements.
David D. Real and Juan M. Velez each failed to timely file one SEC Form
4 and Randall W. Simpson, Mitchell E. Fadel and Juan M. Velez each failed to
timely file one SEC Form 3. Late reports were filed in each instance.
FUTURE STOCKHOLDER PROPOSALS
Proposals that stockholders of the Company intend to present for
inclusion in the Company's proxy statement and form of proxy with respect to the
Company's 1998 Annual Meeting of Stockholders must be received by the Company at
the address indicated on the first page of this Proxy Statement no later than
December 1, 1997. In addition, the Company's Amended and Restated Bylaws
generally require stockholders to give notice to the Company not less than 90
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders of the Company in order to present proposals (whether or not
such proposals are to be included in the Company's proxy materials) or to
nominate directors.
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1996 (which
includes a copy of the Company's Annual Report on Form 10-K) has been mailed to
all stockholders of record as of March 24, 1997. Such Annual Report is not a
part of the proxy solicitation material. The Company will provide without charge
a copy of the Annual Report on Form 10-K (without exhibits) to any stockholder
upon written request to David M. Glasgow, Secretary of the Company, 13800
Montfort Drive, Suite 300, Dallas, Texas 75240.
By Order of the Board of Directors,
David M. Glasgow
SECRETARY
-23-
<PAGE>
RENTERS CHOICE, INC.
13800 Montfort Drive, Suite 300
Dallas, Texas 75240
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
P The undersigned, hereby revoking all prior proxies, hereby appoints J.
Ernest Talley and Mark E. Speese, jointly and severally, with full power to
R act alone, as my true and lawful attorneys-in-fact, agents and proxies, with
full and several power of substitution to each, to vote all the shares of
O Common Stock of Renters Choice, Inc. (the "Company") which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
X Stockholders of Renters Choice, Inc. to be held on May 19, 1997 and at any
adjournments and postponements thereof. The above-named proxies are hereby
Y instructed to vote as shown on the reverse side of this card.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED HEREIN, BUT
WHERE NO DIRECTION IS GIVEN IT WILL BE VOTED "FOR" PROPOSAL 1 AND IN THE
DISCRETION OF THE ABOVE-NAMED PERSONS ACTING AS PROXIES ON SUCH OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
COMMENTS/ADDRESS CHANGE, PLEASE MARK COMMENT/ADDRESS CHANGE ON REVERSE SIDE
(Continued and to be signed on other side)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark [X]
your votes
as in this
example.
1. ELECTION OF CLASS III DIRECTORS for the term set forth in the accompanying
proxy statement.
FOR all WITHHOLD Joseph V. Mariner, Jr., J. V. Lentell
nominees AUTHORITY
listed to to vote for all WITHHELD FOR: (To withhold authority to vote
the right nominees listed for any individual nominee, write the
to the right nominee's name in the space provided below.
[ ] [ ] ___________________________________________
2. In their discretion, upon such The undersigned(s) acknowledges receipt
other business as may properly of the Notice of 1997 Annual Meeting of
come before the meeting. Stockholders and the proxy statement
accompanying the same, each dated
April 6, 1997.
Please date this proxy and sign your
name exactly as it appears hereon. If
there is more than one owner, each
should sign. When signing as an agent,
attorney, administrator, guardian or
trustee, please indicate your title as
such. If executed by a corporation this
proxy should be signed in the corporate
name by a duly authorized officer who
should so indicate his or her title.
PLEASE DATE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
_____________________________________
Date
_____________________________________
Signature
_____________________________________
Signature if held jointly
