<PAGE> 1
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule l4a-12
STRUTHERS INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
STRUTHERS INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
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.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-(6)(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies: _______________________________________________________
2) Aggregate number of securities to which transaction
applies: _______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: ___________________
4) Proposed maximum aggregate value of transaction: [$__________]
5) Total fee paid: [$__________]
[ ] 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 filings 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> 2
STRUTHERS INDUSTRIES, INC.
1875 CENTURY PARK EAST, SUITE 930
LOS ANGELES, CALIFORNIA 90067
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 1996
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to shareholders of Struthers
Industries, Inc. (the "Company") by the Board of Directors to solicit proxies
for use at the Annual meeting of Shareholders (the "Annual Meeting") to be held
at the Park Hyatt Los Angeles located at Century City, 2151 Avenue of the Stars,
Los Angeles, California 90067, at 2:00 p.m., local time, on November 15, 1996,
or at such other time and place to which the Annual Meeting may be adjourned.
The Company's principal executive offices are located at 1875 Century Park East,
Suite 930, Los Angeles, California 90067 and its telephone number is (310)
557-1875.
The purpose of the Annual Meeting is (i) to elect four members to the
Company's Board of Directors to serve for the ensuing year and until their
successors are elected; (ii) to ratify the selection of BDO Seidman, LLP as
independent certified public accountants for the Company for the fiscal year
ending December 31, 1996; and (iii) at the discretion of the proxy holders, to
transact any other business that may properly come before the Annual Meeting or
any adjournment thereof.
Solicitation of proxies is being made by mail, but the Company may also
use its officers and regular employees to solicit proxies either personally or
by telephone. In addition, the Company will also supply brokers, banks and other
institutions and persons holding Common Stock in nominee name with such number
of proxies, proxy material and annual reports as they may require for mailing to
beneficial owners. All costs of solicitation will be borne by the Company.
VOTING OF PROXIES
Proxies executed and returned will be voted in accordance with the
specifications made thereon. Proxies containing no specifications will be voted
in favor of the proposals described herein. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before its use,
by delivering to the Secretary of the Company at the above address a written
notice of revocation, by a duly executed proxy bearing a later date, or by
attending the meeting and voting in person. It is expected that this Proxy
Statement will first be mailed to shareholders on or about October 25, 1996.
VOTING SHARES
At the close of business on October 25, 1996, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
meeting, there were 24,742,467 shares of common Stock outstanding, each of which
is entitled to one vote. The presence, in person or by proxy, of the holders of
a majority of the outstanding shares of Common Stock on the record date is
necessary to constitute a quorum at the Annual Meeting. The affirmative vote of
the holders of a majority of the shares of Common Stock present at the Annual
Meeting, in person or by proxy, is required in deciding all questions to come
before the Annual Meeting.
2
<PAGE> 3
ELECTION OF DIRECTORS
NOMINEES
Four directors, constituting the entire Board of Directors of the
Company, are to be elected at the Annual Meeting. The following table sets forth
as of September 30, 1996 certain information with respect to management's
nominees to the Board for the coming year, all of whom are currently members of
the Board. Members of the Board of Directors are elected for one year terms or
until their successors are elected and qualified. None of the nominees has any
family relationship to any other nominee. There are no arrangements or
understandings between any of the named individuals and any other person or
persons pursuant to which any of the named individuals are to be elected as
directors. Percent of class assumes all outstanding options are exercised.
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially Percent
Name Age Owned (2) of Class (1)
- ---- --- --------- ------------
<S> <C> <C> <C>
Sean P. O'Keefe 29 13,000,000 (3) 52.58%
Raoul L. Carroll 46 0 (4) **
Jarius L. DeWalt 42 0 (5) **
G. David Gordon 34 148,700 **
</TABLE>
- ---------------------------
(1) The stock ownership information shown has been furnished to the Company
by the named persons. Beneficial ownership as reported in the table has
been determined in accordance with Securities and Exchange commission
regulations. Except as otherwise stated in the footnote below, the
named persons have sole voting and investment power with regard to the
shares shown as owned by such persons.
(2) Ownership is direct unless otherwise indicated.
(3) Mr. O'Keefe is a 50% beneficiary of the Northwest Asian Territory
Family Trust III which has voting control of WINCO Corp. and a trustee
of the Pueblo Trust and his spouse has the right to acquire 79,500
post-reverse split shares of the Company's common stock pursuant to a
shareholders' agreement by and among WINCO and former common
shareholders of WINCOM.
(4) Entitled to receive 397,500 post-reverse split shares of the Company's
common stock pursuant to a shareholders' agreement by and among WINCO
and former common shareholders of WINCOM.
(5) Entitled to receive 198,750 post-reverse split shares of the Company's
common stock pursuant to a shareholders' agreement by and among WINCO
and former common shareholders of WINCOM.
** Less than 1%.
3
<PAGE> 4
INFORMATION ABOUT NOMINEES
SEAN P. O'KEEFE - Was appointed President of the Company on September
5, 1996, has been a director of WINCO Corp. since its inception in June 1996.
Mr. O'Keefe is also President and Secretary of WINCOM Corp. Mr. O'Keefe has
served in these capacities and as a director since WINCOM Corp.'s inception in
June 1993. Mr. O'Keefe also served as President of KOTO Leasing Corporation, a
Nevada Corporation, and as Acting President and a director of Megrin Inc., a
Delaware Corporation, during 1993-94. Since January 1994, Mr. O'Keefe has been a
member of the Board of Directors of the American Center for International
Leadership at the University of Denver. From 1992 to 1993, Mr. O'Keefe worked
for De Solid Entertainment to develop an amusement park in Santa Monica,
California with virtual reality-based theaters.
RAOUL L. CARROLL - Has been a director of WINCO Corp. since its
inception in June 1996, has served as a director and Chief Operating Officer
of WINCOM Corp. since its inception in June 1993. In September 1996, Mr.
Carroll became Chairman and Chief Executive Officer of WINCOM Corp. From June
1995 to the present, he has been an investment banker and financial advisor
with Christalex Partners, Inc. in Washington, DC. From December 1992 to May
1995, Mr. Carroll was the chief operating officer of M.R. Beal & Co., a
private investment banking firm headquartered in New York City. In addition,
Mr. Carroll also served as a director of Megrin Inc., a Delaware corporation,
during 1993-94 and as President of the Government National Mortgage
Association, a wholly-owned corporation of the United States headquartered in
Washington, DC, as an appointee of President George Bush, from June 1990
through December 1992. Mr. Carroll is a trustee of Christian Brothers
Investment Services, Inc. and The Enterprise Foundation. He also serves as an
advisor to the College of Business Administration at St. John's University and
on the Advisory Board of the Graduate School of Business at the University of
Wisconsin.
JARIUS L. DEWALT - Has been a director of WINCO Corp. since its
inception in June 1996, has been a director and Chief Financial Officer of
WINCOM Corp. since June 1995. From 1992 through the present, Mr. DeWalt has been
Vice President of M.R. Beal & Co., an investment banking firm headquartered in
New York City. From 1990 through the present, he has also been a partner in
DeWalt, Gish & Company, an implementation consulting firm headquartered in
Hoboken, New Jersey. Mr. DeWalt has also previously served as Assistant
Collector-Treasurer for the City of Boston.
G. DAVID GORDON - Became acting president of the Company in May 1995
until September 1996; was elected a director of the Company in 1991 and has
served as general counsel to the Company since May 1, 1991. Has been engaged in
the private practice of law since 1988 and is the managing partner of the law
firm of Klenda, Gordon & Getchell, P.C., in Tulsa, Oklahoma. Mr. Gordon is a
member of the bar in Oklahoma specializing in corporate acquisitions and
taxation matters. He received his Bachelor of Business Administration
(Accounting) from Baylor University and his Juris Doctor Degree from the
University of Tulsa. Mr. Gordon is a director of Reconversion Technologies, Inc.
4
<PAGE> 5
BOARD MEETINGS AND COMMITTEE MEETINGS
The Board of Directors of the company ("The Struthers Board") held one
meetings during the fiscal year ended December 31, 1995. All other action taken
by the Board of Directors was consented to in writing by a memorandum of action
in lieu of a meeting, to which all incumbent directors subscribed. All of the
incumbent directors attended the meeting of the Struthers Board.
The Struthers Board of Directors has a Compensation committee which was
established in May, 1991. There is no nominating or audit committee or committee
performing the functions of a nominating or audit committee.
The Compensation Committee consisted of former directors W. Leo Morris
and G. David Gordon. The composition of this Committee following the resignation
of Mr. Morris from the Struthers Board in October 1996 has yet to be determined.
This Committee advises the Board with respect to the election or appointment of
executive officers and makes recommendations to the Board concerning
compensation of executive officers and awards to executive officers and others
under employee incentive plans. The Compensation Committee held no meetings
during fiscal 1995 in addition to the meeting held in conjunction with the
meeting of the Struthers Board during the fiscal year. All other actions taken
by the Compensation Committee were consented to in writing by both members of
the Committee in a memorandum of action in lieu of a meeting.
EXECUTIVE OFFICERS
The executive officers and significant employees of the Company, their
ages, positions held with the Company and length of time in such positions are
set forth below. There are no family relationships between or among any of the
named individuals. There are no arrangements or understandings between any of
the named individuals and any other persons pursuant to which any of the named
individuals are to be elected as officers.
<TABLE>
<CAPTION>
Position Held
Name and Age With the Company Director Since
- ------------ ---------------- --------------
<S> <C> <C>
Sean P. O'Keefe Director, President and October 1996
(29) Secretary of WINCOM Corp.
since June 1993; President
of the Company since
September 1996
Raoul L. Carroll Director and Chief Operating October 1996
(46) Officer of WINCOM Corp. since
June 1993
Jarius L. DeWalt Director and Chief Financial October 1996
(42) Officer of WINCOM Corp. since
June 1995
G. David Gordon Director and Secretary of the May 1991
(34) Company since May 1991
</TABLE>
The business experience of each of the officers is included under
"Election of Directors" above.
5
<PAGE> 6
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Company's chief
executive officer and each officer whose total cash compensation exceeded
$100,000, for the three fiscal years ended December 31, 1995. The Company has no
current long term compensation plans.
<TABLE>
<CAPTION>
Annual Compensation
Name and --------------------------------------
Principal Position Year Salary Bonus Other
- ------------------ ---- -------- -------- --------
<S> <C> <C> <C> <C>
G. David Gordon(1) 1995 $ 6,000 $ -- $306,000
Chief Executive Officer 1994 $ -- $ -- $ 85,000
(5/95 to 9/96) 1993 $ -- $ 88,800 $ 74,000
and Director
R. Michael Still(2) 1995 $ 28,000 $ -- $100,000
Chief Executive Officer 1994 $ 56,000 $ -- $ --
(5/94 to 4/95) 1993 N/A N/A N/A
John C. Edwards(3) 1995 N/A N/A N/A
Chief Executive Officer 1994 $100,000 $ -- $ 99,720
(9/84 to 5/91 and 1/92 1993 $ 79,078 $111,000 $222,264
to 4/94) director to 9/94
John D. Wilson 1995 $125,400 $ 3,300 $ --
President of Rose Color 1994 $ 73,150 $ 2,800 $ --
(6/94 to present) 1993 N/A N/A N/A
director 10/96
</TABLE>
(1) Salary in 1995 includes the amount paid to Mr. Gordon in
compensation for his expanded duties as chief executive in the
form of additional director's fees. The amount of $88,800
included in 1993 as a bonus is the realized compensation
recognized by Mr. Gordon as a result of an option granted to
Mr. Gordon at an amount below the then market value of the
Company's common stock in January 1993. Other compensation
represents legal fees and expenses billed to the Company by
Klenda, Gordon & Getchell, P.C., for whom Mr. Gordon is
managing partner, for each respective year.
(2) Other includes $100,000 payment made to Mr. Still in May 1995
pursuant to a settlement agreement.
(3) Mr. Edwards would have been owed $150,133 for compensation
through April 1996 based upon his compensation agreement. The
Company settled this obligation in full through the payment of
$99,720 in January 1995, which amount was accrued in December
1994. The amount of $111,000 included in 1993 as a bonus is
the realized compensation recognized by Mr. Edwards as a
result of an option granted to Mr. Edwards at an amount below
the then market value of the Company's common stock in January
1993. The amount of $222,264 of other compensation in 1993
reflects the difference between the exercise price of stock
options granted to Mr. Edwards and the fair market value of
the Company common stock on the date of exercise.
The Company makes available certain non-monetary benefits to its
executive officers with a view to acquiring and retaining qualified personnel
and facilitating job performance. The Company considers such benefits to be
ordinary and incidental business costs and expenses. The value of such benefits
did not exceed, in the case of any named individual, 10% of the cash
compensation of such individual or, in the case of the group, 10% of the cash
compensation for the group.
6
<PAGE> 7
Directors of the Company receive fees in the amount of $200 for
attending meetings as directors.
STOCK OPTION PLANS
INCENTIVE STOCK OPTION PLAN - On May 2, 1991, the Company adopted an
Incentive Stock Option Plan created pursuant to Section 422A of the Internal
Revenue Code and reserved 500,000 common shares for issuance under the Plan. A
total of 298,000 options have been granted and exercised. As of December 31,
1995, there were 202,000 common shares reserved for issuance under the plan.
NONSTATUTORY STOCK OPTION PLANS - During May 1995, the Company adopted
a nonstatutory stock option plan which reserved 2,500,000 common shares for
issuance under this Plan. During 1995, options to acquire 2,335,000 shares were
granted and exercised. The persons to whom options were granted in 1995 were
officers, directors, employees and consultants to the Company. Such consultants
provided investment advisory services to the Company primarily in connection
with the original Merger Agreement. No additional options can be granted under
the plan after December 31, 1996.
During August 1996, the Board of Directors of the Company adopted a
nonstatutory stock option plan which reserved 2,000,000 common shares for
issuance under this plan. As of September 30, 1996 no options had been granted
under the plan. No options can be granted under the plan after December 31,
1998.
The following tables summarize the options granted and exercised during
the fiscal year ended December 31, 1995. There were no unexercised options as of
December 31, 1995 for any of the named individuals.
Individual Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
% of Total
Options Options Granted Exercise Market Price
Granted to Employees Price on Date of Expiration
Name (number) in Fiscal Year ($/sh) Grant ($/sh) Date
---- -------- -------------- ------ ------------ ----
<S> <C> <C> <C> <C> <C>
G. David Gordon 100,000 22.99% $0.75 $0.56 May-96
John D. Wilson 100,000 22.99% $0.75 $0.75 May-96
W. Leo Morris 100,000 22.99% $0.75 $0.75 May-96
W. Leo Morris 20,000 4.60% $1.75 $1.75 May-96
</TABLE>
7
<PAGE> 8
Aggregate Option/SAR Exercises in Last Fiscal Year
and FYE Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Shares Acquired Value Unexercised In-the-Money
Name on Exercise Realized Options at FYE Options at FYE
---- ----------- -------- -------------- --------------
<S> <C> <C> <C> <C>
G. David Gordon 100,000 $0 -- --
John D. Wilson 100,000 $0 -- --
W. Leo Morris 120,000 $0 -- --
</TABLE>
Value Realized represents the difference between the market value of
the stock on the date the option was exercised and the exercise price.
Option grants of 100,000 shares each were exercised by the three
current directors during 1995. The exercise price of $75,000 due from Mr. Gordon
was unpaid as of September 30, 1996. Directors of the Company receive fees in
the amount of $200 for attending meetings as directors.
8
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 1996, information relating
to the ownership of the Company's common stock beneficially owned by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Company's voting stock, (ii) each director, (iii) each of the Company's five
most highly compensated executive officers who were serving as executive
officers at the end of the last completed fiscal year and (iv) all executive
officers and directors as a group. Except as indicated in the footnotes to this
table, the persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, subject to community
property laws where applicable. On September 30, 1996, the Company had
24,722,467 shares of its common stock outstanding, with the holders thereof
being entitled to one vote per share.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership (1) Class
- ------------------- ------------- -----
<S> <C> <C>
G. David Gordon 148,700 .60%
Suite 610
100 West 5th St.
Tulsa, OK 74103
W. Leo Morris 135,000 .55%
5875 S. Joplin
Tulsa, OK 74135
John D. Wilson 61,500 .25%
35 Upton Pine Road
Lebanon, NJ 08333
Sean P. O'Keefe 13,000,000 52.58%
Suite 930
1875 Century Park East
Los Angeles, CA 90067
Raoul L. Carroll 0 0
Suite 930
1875 Century Park East
Los Angeles, CA 90067
Jarius L. DeWalt 0 0
Suite 930
1875 Century Park East
Los Angeles, CA 90067
All officers and directors
as a group (6 persons) 13,345,200 53.98%
- --------------------------
</TABLE>
Mr. O'Keefe is a 50% beneficiary of the Northwest Asian Territory Family Trust
III which has voting control of WINCO Corp. and a trustee of the Pueblo Trust
and his spouse has the right to acquire 79,500 post-reverse split shares
pursuant to a shareholders' agreement by and among WINCO and former common
shareholders of WINCOM. Mr. Carroll is entitled to receive 397,500 post- reverse
split shares of the Company's common stock pursuant to the same agreement. Mr.
DeWalt is also entitled to receive 198,750 post-reverse split shares of the
Company's common stock pursuant to the same agreement.
9
<PAGE> 10
BENEFICIAL OWNERSHIP REPORTING
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, the Company knows of no director, officer, or beneficial owner of
more than ten percent of the Company's common Stock who is not in compliance
with respect to filing such reports of beneficial ownership of the Company's
Common Stock as required by Section 16 (a) of the Securities Exchange Act, other
than Mr. Gordon and Mr. Morris, who each omitted filing one Form 4 reporting the
Company's issuance of an option to him and his subsequent exercise of such
option. Mr. Gordon and Mr. Morris have each filed a Form 5 with the Commission
that covers such transactions.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as the independent
public accountants to audit the Company's financial statement for the fiscal
year ending December 31, 1996. While ratification of such selection by the
Company's shareholders is not required, in the event of a negative vote on such
ratification, the Company's Board of Directors will reconsider its selection.
BDO Seidman, LLP audited the Company's financial statements for the year ended
December 31, 1995.
Representatives of BDO Seidman, LLP are expected to be present at the
Annual Meeting and will be given the opportunity to make a statement if they so
desire and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Under regulations of the Securities and Exchange commission,
shareholders are entitled to submit proposals on matters appropriate for
shareholder action at subsequent annual meetings of the Company. To be
eligible for consideration for inclusion in the proxy statement and proxy
relating to such meeting, they must be received by the Company no later than
April 15, 1997. Such proposals should be directed to Struthers Industries,
Inc., Suite 930, 1875 Century Park East, Los Angeles, California 90067,
Attention: President.
- --------------------
10
<PAGE> 11
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matter other than those described herein that will be presented for
consideration at the Annual Meeting.
However, should any other matters properly come before the Annual Meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying Proxy to vote in accordance with their best judgment in the
interest of the Company. Whether or not you intend to be present at the Annual
Meeting, you are urged to promptly complete and return the accompanying proxy
card in the envelope provided. If you are present at the Annual meeting and wish
to vote your shares in person, the accompanying proxy will, at your request, be
returned to you at the Annual Meeting.
By Order of the Board of Directors
/s/ G. David Gordon
-------------------
G. David Gordon
Secretary
Los Angeles, California
October 25, 1996
11
<PAGE> 12
PROXY
STRUTHERS INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON NOVEMBER 15, 1996
The undersigned hereby (a) acknowledges receipt of the Notice of Annual Meeting
of Stockholders to be held at the Park Hyatt Los Angeles located at Century
City, 2151 Avenue of the Stars, Los Angeles, California 90067, at 2:00 p.m.,
local time, and the Proxy Statement relating thereto and (b) appoints Sean P.
O'Keefe and Raoul L. Carroll, or either of them, as proxies and attorneys with
several powers of substitution, hereby revoking any prior Proxy, and hereby
authorizes them to represent the undersigned and to vote as designated on the
reverse side, all the shares of Common Stock of Struthers Industries, Inc. held
of record by the undersigned an October 25, 1996, at the Annual Meeting of
Stockholders and at any adjournment or adjournments thereof.
(Continued on reverse side)
<PAGE> 13
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE
PERSONS NOMINATED AS DIRECTORS AND FOR THE PROPOSAL RATIFYING THE SELECTION OF
BDO SEIDMAN LLP.
Please mark your vote as indicated in this example /X/
1. ELECTION OF DIRECTORS. The undersigned directs that this Proxy be voted:
FOR THE NOMINEES WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES LISTED TO
LISTED TO THE RIGHT THE RIGHT
/ / / /
Sean P. O'Keefe, Raoul L. Carroll, Jarius L. DeWalt, G. David Gordon
FOR, except WITHHOLD AUTHORITY to vote for
- -----------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN LLP AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THEE COMPANY FOR ITS FISCAL YEAR 1996. The undersigned
directs that this Proxy be voted:
FOR AGAINST ABSTAIN
/ / / / / /
3. OTHER MATTERS. The undersigned directs that this Proxy be voted in such
manner as the proxies named herein, or either of them, may direct in their
discretion on any other matter that may properly come before the Annual Meeting
or any adjournments thereof.
Dated: , 1996
---------------------------------------
- -----------------------------------------------------
Signature of Shareholder
- -----------------------------------------------------
Signature of Shareholder
NOTE: In the case of joint ownership, each such owner should sign. Executor,
administrators, guardian trustees, etc. should add their title as such and
where more than one executor, etc. is named, a majority must sign. If the
signer is a corporation, please sign full corporate name by a duly authorized
officer.
FOLD AND DETACH HERE
