BARNWELL INDUSTRIES, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
BARNWELL INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BARNWELL
INDUSTRIES, INC., a Delaware corporation, will be held on March 3, 1997, at 9:30
A.M., Central Standard Time, at the Sheraton Shreveport Hotel, 1419 East 70th
Street, Shreveport, Louisiana, for the purpose of considering and acting upon:
(1) The election of a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors shall have been elected and
qualified; and
(2) Any and all other business which may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on January 6, 1997,
are entitled to notice of and to vote at this meeting or any adjournment
thereof. The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 1996, which includes consolidated financial statements, is
enclosed herewith.
We will be pleased to have you attend the meeting. However, if you are
unable to do so, please sign and return the enclosed Proxy in the enclosed
addressed envelope.
By Order of the Board of Directors,
/s/ Alexander C. Kinzler
ALEXANDER C. KINZLER
Secretary
Dated: January 16, 1997
BARNWELL INDUSTRIES, INC.
SUITE 2900
1100 ALAKEA STREET
HONOLULU, HAWAII 96813
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of Barnwell
Industries, Inc., a Delaware corporation (the "Company"), and the Company will
bear the cost of such solicitation. Solicitation of proxies will be primarily
by mail. Proxies may also be solicited by regular employees of the Company by
telephone at a nominal cost. Brokerage houses and other custodians, nominees
and fiduciaries will be requested to forward soliciting material to the
beneficial owners of common stock and will be reimbursed for their expenses.
All properly executed proxies will be voted as instructed.
Stockholders who execute proxies may revoke them by delivering subsequently
dated proxies or by giving written notice of revocation to the Secretary of the
Company at any time before such proxies are voted. No proxy will be voted if
the stockholder attends the meeting and elects to vote in person.
This Proxy Statement and the accompanying Form of Proxy are first being
sent to stockholders on or about January 16, 1997.
VOTING AT THE MEETING
Only stockholders of record at the close of business on January 6, 1997,
will be entitled to vote at the annual meeting and any adjournment thereof. As
of the record date, 1,322,052 shares of common stock of the Company were issued
and outstanding. Each share of Common Stock outstanding as of the record date
is entitled to one vote on any proposal presented at the meeting. With respect
to abstentions, the shares will be considered present at the meeting for a
particular proposal, but since they are not affirmative votes for the proposal,
they will have the same effect as a vote withheld on the election of directors
or a vote against such other proposal, as the case may be. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular proposal, those shares will not be
considered as present at the meeting and will not be entitled to vote in respect
of that proposal.
ELECTION OF DIRECTORS
At the meeting all ten directors of the Company are proposed to be elected,
each elected director to hold office until the next annual meeting and until his
successor is elected and qualified. The persons named as proxies in the
enclosed Proxy are executive officers of the Company and, unless contrary
instructions are given, they will vote the shares represented by the Proxy for
the election to the Board of Directors of the persons named below. The election
of directors will require a plurality vote of the Company's stockholders present
at the meeting. The Board of Directors has no reason to believe that any of the
nominees for the office of Director will be unable to serve; however, in the
event any of the nominees should withdraw or otherwise become unavailable for
reasons not presently known, the persons named as proxies will vote for other
persons in place of such nominees.
DIRECTORS AND NOMINEES TO THE BOARD OF DIRECTORS
The following table sets forth as to the directors and nominees for
election: (1) such person's name; (2) the year in which such person was first
elected a director of the Company; (3) such person's age; (4) all positions and
offices with the Company held by such person; (5) the business experience of
such person during the past five years; and (6) certain other directorships, if
any, held by such person.
Director All other Present Positions with
Name Since Age the Company and Principal Occupations
- ---------------------- ------- ---- --------------------------------------------
Morton H. Kinzler 1956 71 Chairman of the Board of the Company since
1980, President and Chief Executive Officer
since 1971. Mr. Kinzler is the father of
Alexander C. Kinzler, Vice President and
Secretary of the Company.
Alan D. Hunter 1977 59 Partner, Code Hunter Wittmann, Calgary,
Alberta (attorneys), for the past 5 years.
H. Whitney Boggs, Jr. 1977 69 Surgeon for the past 5 years.
Erik Hazelhoff-Roelfzema 1977 79 Investor for the past 5 years.
William C. Warren 1980 87 Dean Emeritus, Columbia University School
of Law, and private practice of law, New
York, New York, for the past 5 years;
Director, C.S.S. Industries, Inc. (producer
of paper products and forms); Sterling
National Bank and Trust Co.; Sterling
Bancorp; and Guardian Life Insurance
Company of America.
Daniel Jacobson 1981 68 Partner, Richard A. Eisner & Company, LLP,
New York, New York (Accountants and
Consultants), since June 1, 1994; Partner,
Shulman, Jacobson & Co., New York, New York
(Certified Public Accountants) and an
independent consultant between December 1,
1990 and May 31, 1994.
Martin Anderson 1985 73 Partner, Goodsill Anderson Quinn & Stifel,
Honolulu, Hawaii (attorneys), for the past
5 years; Member, Executive Committee of the
Board of Overseers, Hoover Institution,
Stanford University; and Trustee, Hawaii
Pacific University.
Barry E. Emes 1987 51 Partner, Stikeman, Elliott, Calgary, Alberta
(attorneys), since December 1, 1992. Partner,
Code Hunter (now called Code Hunter Wittmann),
Calgary, Alberta (attorneys) for the prior 5
years; Director, Prime West Energy Inc.
Glenn Yago, Ph.D. 1990 46 Director of Capital Studies/Senior Research
Associate, Milken Institute for Job and
Capital Formation, since August, 1996;
Professor, Baruch College - City University
of New York Graduate School between
September, 1994 and September, 1996;
Director, Economic Research Bureau, and
associate professor of management, State
University of New York - Stony Brook, for
the prior 5 years; Director, American
Passage Media Corporation (targeted media
and publishing) and Media Passage Holdings,
Inc. (diversified media).
2
Director All other Present Positions with
Name Since Age the Company and Principal Occupations
- ---------------------- ------- ---- --------------------------------------------
Murray C. Gardner, Ph.D. 1996 64 Independent consultant and investor since
October 1, 1995; Director, Geothermex, Inc.
(geothermal exploration and development
services) and an independent consultant and
investor between October 1, 1994 and
September 30, 1995; Director, Executive Vice
President and Treasurer, Geothermex, Inc.,
for the prior 5 years.
The Board of Directors has a standing Compensation Committee, a standing
Audit Committee, and a standing Executive Committee. It has no standing
nominating committee. The members of the Compensation Committee are Mr. William
C. Warren, Chairman, and Messrs. Hunter, Jacobson, Anderson, and Kinzler, with
Mr. Kinzler being a non-voting member. The Compensation Committee determines
the annual compensation of the Company's senior officers, recommends, if
appropriate, new employee benefit plans to the Board of Directors, administers
all employee benefit plans and makes determinations in connection therewith as
may be necessary or advisable. During the fiscal year ended September 30, 1996,
the Compensation Committee held one meeting.
The members of the Audit Committee are Mr. Jacobson, Chairman, and Messrs.
Emes, Yago and Kinzler, with Mr. Kinzler being a non-voting member. The Audit
Committee recommends the independent accountants appointed by the Board of
Directors to audit the consolidated financial statements of the Company, and
reviews with such accountants the scope of their audit and report thereon,
including any questions and recommendations that may arise relating to such
audit and report or the Company's internal accounting and auditing procedures.
It also reviews periodically the performance of the Company's accounting and
financial personnel. During the fiscal year ended September 30, 1996, the Audit
Committee held two meetings.
The members of the Executive Committee are Mr. Kinzler, Chairman, and
Messrs. Anderson, Hazelhoff-Roelfzema, and Warren. The Executive Committee is
empowered to exercise all of the authority of the Board of Directors, except for
certain items enumerated in the Company's By-Laws. During the fiscal year ended
September 30, 1996, the Executive Committee held no meetings.
The Board of Directors held two meetings during the fiscal year ended
September 30, 1996. All directors attended all meetings of the Board of
Directors and of the Committees of the Board on which he served.
Directors who are not officers of the Company receive an annual fee of
$7,500 and are reimbursed for expenses incurred with respect to meeting
attendance. The Chairmen of the Compensation and Audit Committees receive an
additional $7,500 annual fee. The members of the Executive and Compensation
Committees, other than the Chairmen, receive an additional $1,250 annual fee.
The members of the Audit Committee, other than the Chairman, receive an
additional $3,750 annual fee. In lieu of payment of such fees to Mr. Hazelhoff-
Roelfzema, the Company reimburses him for certain expenses incurred in
connection with his service as a director.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names and ages of all Executive Officers
of the Company, their positions and offices with the Company and the period
during which each has served.
Name Age Position with the Company
- ---- --- -------------------------
Morton H. Kinzler (1) 71 Chairman of the Board since 1980 and
President and Chief Executive Officer
since 1971.
Russell M. Gifford 42 Treasurer since November 1986, Chief
Financial Officer since August 1985
and Vice President since March 1985.
Martin L. Jokl 41 Vice President and Director of
Research since November 1986.
Alexander C. Kinzler (1) 38 Vice President and Secretary since
November 1986.
(1) Alexander C. Kinzler is the son of Morton H. Kinzler.
3
EXECUTIVE COMPENSATION
Summary Compensation Table
The following summary compensation table sets forth the annual compensation
paid or accrued by the Company to the Chief Executive Officer and to executive
officers whose annual compensation exceeded $100,000 for the fiscal year ended
September 30, 1996 (collectively the "Named Executive Officers") for services
during the fiscal years ended September 30, 1996, 1995 and 1994:
Annual Compensation
----------------------------------
Other
Annual
Name and Compen-
Principal Position Year Salary Bonus sation
- ------------------------------ ---- -------- ------- --------
Morton H. Kinzler 1996 $300,000 $60,000 $7,290
Chairman of the Board, 1995 300,000 0
President and Chief 1994 293,750 100,000
Executive Officer
Russell M. Gifford 1996 171,250 20,000
Vice President, Chief 1995 163,750 5,000
Financial Officer and 1994 148,875 30,000
Treasurer
Alexander C. Kinzler 1996 168,750 20,000
Vice President and 1995 161,250 5,000
Secretary 1994 145,750 30,000
Martin L. Jokl 1996 153,750 20,000
Vice President and 1995 148,750 5,000
Director of Research 1994 140,750 15,000
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth information related to the number of shares
of Common Stock acquired during the fiscal year ended September 30, 1996 by the
Named Executive Officers pursuant to the exercise of stock options, the value
realized by the Named Executive Officers on exercise of such stock options and
the number and value of unexercised stock options held by the Named Executive
Officers at the end of the fiscal year ended September 30, 1996:
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares September 30, 1996 September 30, 1996
Acquired on Value ------------------ ------------------
Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
----------- ----------- ------------------------- -------------------------
Morton H. Kinzler ---- ---- - / - - / -
Russell M. Gifford ---- ---- 17,500/ - $37,500/ -
Alexander C. Kinzler ---- ---- 4,000/16,000 - / -
Martin L. Jokl ---- ---- 6,500/ - $4,500/ -
4
CERTAIN TRANSACTIONS
In November, 1996, the Company, through a wholly-owned subsidiary, entered
into an agreement with KEP Energy Resources, LLC, for the exploration and
development of certain oil and gas properties located in northwestern Michigan
("Michigan Basin Prospect"). The Company's participation in the Michigan Basin
Prospect was conditioned upon the Company purchasing more than a 5% interest in
the prospect. The Board of Directors determined, however, that it would not be
financially prudent for the Company to purchase more than a 5% interest in the
Michigan Basin Prospect. Therefore, in order to enable the Company to invest in
the prospect, the Company entered into a joint venture agreement with investors,
including certain executive officers, directors and beneficial owners of more
than 5% of the Company's common stock ("Affiliated Participants"), who paid a
total of $1,575,000 for interests in the Michigan Basin Prospect. The Company
then acquired a 12.5% interest in the prospect (although it could have acquired
a substantially greater interest) and committed to a 9 well exploratory program
for an investment of approximately $2,625,000, and allocated 60% of the
Company's 12.5% interest to the investors, including the Affiliated
Participants. The investors, including the Affiliated Participants, acquired
their interests in the Michigan Basin Prospect through the Company, at the same
price and upon terms substantially the same and no more favorable than those
under which the Company acquired its interest in the Michigan Basin Prospect,
except that after the investors, including the Affiliated Participants, receive
a return of their entire investment ("Payout"), 30% of their interest in the
Michigan Basin Prospect will revert to the Company (see table below).
Set forth below is the name, position with the Company, amount of
investment and pre-Payout and post-Payout interest in the Michigan Basin
Prospect of each Affiliated Participant:
Positions with the Company
(and percentage of common
stock beneficially owned if a Interest
Name more than 5% stockholder) Investment in Venture
- ---------------------- --------------------------------- ----------- ------------------
Morton H. Kinzler Chairman of the Board, $131,250 .625% pre-Payout
President, Chief Executive .4375% post-Payout
Officer and Director; 17.6%
stockholder
Martin L. Jokl Vice President and Director of $78,750 .375% pre-Payout
Research .2625% post-Payout
1
Alexander C. Kinzler Vice President and Secretary $52,500 .250% pre-Payout
.1750% post-Payout
2
Cynthia M. Grillot Assistant Vice President $78,750 .375% pre-Payout
.2625% post-Payout
Martin Anderson Director; 7.4% stockholder $131,250 .625% pre-Payout
.4375% post-Payout
Joseph E. Magaro 15.2% stockholder $131,250 .625% pre-Payout
.4375% post-Payout
R. David Sudarsky 8.7% stockholder $131,250 .625% pre-Payout
.4375% post-Payout
In June, 1995, the Company issued $2,000,000 of convertible notes due July
1, 2003 for an aggregate price of $2,000,000. $400,000 of such notes were
purchased by Mr. Morton H. Kinzler, President, Chief Executive Officer and
Chairman of the Board of Directors of the Company, $200,000 were purchased by
Mr. Martin Anderson, a director of the Company, $200,000 were purchased by Dr.
Joseph E. Magaro, a 15.2% shareholder of the Company, $100,000 were purchased by
Dr. R. David Sudarsky, an 8.7% shareholder of the Company, and $1,000,000 were
purchased by Ingalls and Snyder, a 10.3% shareholder of the Company. See
"Security Ownership of Certain Beneficial Owners, Directors and Officers",
below. The notes are payable in 20 consecutive
<FN>
- ---------------------------------------
1
Alexander C. Kinzler is the son of Morton H. Kinzler.
2
Cynthia M. Grillot is the daughter of Morton H. Kinzler.
5
equal quarterly installments beginning in October 1998. Interest is payable
quarterly at an initial rate of 10% per annum until October 1, 1995, after
which the interest rate will be adjusted quarterly to the greater of 10% per
annum or 1% over the prime rate of interest. Throughout fiscal year 1996, the
notes bore interest at the rate of 10% per annum. The notes are convertible
into shares of the Company's common stock at a price of $20.00 per share,
subject to adjustment for certain events including a stock split of, or stock
dividend on, the common stock. The notes are redeemable, at the option of the
Company, at any time after July 1, 1997 at premiums declining 1% annually from
5% to 0% of the principal amount of the notes.
The Company is contingently liable for a demand loan made by a Canadian
bank to Dr. Joseph E. Magaro, a 15.2% shareholder of the Company, in the amount
of $100,000 in connection with the development of certain oil and gas properties
in Canada in which he participated. The loan is secured by Dr. Magaro's
interest in those oil and gas properties, the value of which, in the Company's
opinion, far exceeds the amount of the loan. The annual rate of interest
currently applicable to this loan is 6.125%.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS
The following table sets forth information as of December 5, 1996, with
respect to the beneficial ownership of the common stock of the Company by (i)
each person known to the Company who beneficially owns more than 5% of any class
of voting securities of the Company, (ii) each director and nominee of the
Company, (iii) the Named Executive Officers and (iv) all directors and executive
officers of the Company as a group.
Amount and Nature of Percent
Name and Address Beneficial Ownership (1) of Class
- ------------------------------------------------------------------ -------------------- ---------
Joseph E. Magaro 401 Riversville Road 220,510 (2) 15.2%
Greenwich, Connecticut
R. David Sudarsky 3050 North Ocean Boulevard 126,100 (3) 8.7%
Ft. Lauderdale, Florida
Morton H. Kinzler 1100 Alakea Street, Suite 2900 255,986 (4) 17.6%
Honolulu, Hawaii
Alan D. Hunter 44 Medford Place, S.W. 400 *
Calgary, Alberta, Canada
H. Whitney Boggs, Jr. 1801 Fairfield Avenue, Suite 401 4,342 *
Shreveport, Louisiana
<FN>
- ----------------------------------------
(1) A person is deemed to be the beneficial owner of securities that such person can
acquire as of and within the 60 days following the date of this table upon the
exercise of options or rights of conversion. Each beneficial owner's percentage of
ownership is determined by assuming that options or conversion rights that are held by
such person (but not those held by any other person) and which are exercisable as of
and within 60 days following the date of this table have been exercised. For purposes
of the footnotes that follow, "currently exercisable" means options that are
exercisable as of and within 60 days following the date of this table and "currently
convertible" means conversion rights that are exercisable as of and within 60 days
following the date of this table. Except as indicated in the footnotes that follow,
shares listed in the table are held with sole voting and investment power.
(2) Includes a note in the principal amount of $200,000 that is currently convertible
into 10,000 shares of common stock at a conversion price of $20.00 per share.
(3) Includes a note in the principal amount of $100,000 that is currently convertible
into 5,000 shares of common stock at a conversion price of $20.00 per share.
(4) Includes (i) a note in the principal amount of $400,000 that is currently
convertible into 20,000 shares of common stock at a conversion price of $20.00 per
share, and (ii) an aggregate of 20,526 shares held by two estates of which Mr.
Kinzler is a co-executor, as to which shares Mr. Kinzler may be deemed to share
voting and investment power. Mr. Kinzler disclaims beneficial ownership of the
shares held by the estates.
* Represents less than 1% of outstanding shares of common stock of the Company.
6
Amount and Nature of Percent
Name and Address Beneficial Ownership (1) of Class
- ------------------------------------------------------------------ -------------------- ---------
Erik Hazelhoff-Roelfzema 1120, 639 5th Ave. S.W. 400 *
Calgary, Alberta, Canada
William C. Warren Roberts & Holland 28,000 1.9%
Worldwide Plaza
825 Eighth Avenue
New York, New York
Daniel Jacobson 575 Madison Avenue, 7th floor 5,000 *
New York, New York
Martin Anderson 1099 Alakea Street, Suite 1800 103,545 (5) 7.1%
Honolulu, Hawaii
Barry E. Emes 1227 Baldwin Crescent 1,000 *
Calgary, Alberta, Canada
Glenn Yago, Ph.D. 1114 Avenue of the Americas, 14th floor 300 *
New York, New York
Murray C. Gardner, Ph.D. P. O. Box 1657 1,200 *
Kamuela, Hawaii
Russell M. Gifford 7497 Maka'a Street 20,300 (6) 1.4%
Honolulu, Hawaii
Martin L. Jokl N. 852 Summit Boulevard, Apt. 205 7,200 (7) *
Spokane, Washington
Alexander C. Kinzler 671 Puuikena Drive 25,670 (8) 1.8%
Honolulu, Hawaii
Ingalls & Snyder 61 Broadway 145,900 (9) 10.0%
New York, NY
All directors and executive officers as a group (13 persons) 457,043 (10) 31.4%
<FN>
- ---------------------------------------
(5) Includes a note in the principal amount of $200,000 that is currently convertible
into 10,000 shares of common stock at a conversion price of $20.00 per share.
(6) Includes currently exercisable options to acquire 17,500 shares of common stock.
(7) Includes currently exercisable options to acquire 6,500 shares of common stock.
(8) Includes currently exercisable options to acquire 8,000 shares of common stock.
* Represents less than 1% of outstanding shares of common stock of the
Company.
(9) Includes a note in the principal amount of $1,000,000 that is currently
convertible into 50,000 shares of common stock at a conversion price of $20.00 per
share.
(10) Includes currently exercisable options held by certain executive officers of the
Company to acquire 32,000 shares of the common stock, and notes in the aggregate
principal amount of $600,000 held by certain directors of the company currently
convertible into 30,000 shares of common stock at a conversion price of $20.00 per
share.
7
OWNERSHIP REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
beneficial ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission and any national securities exchange on which such equity securities
are registered. Based solely on the Company's review of the copies of such forms
it has received and written representations from certain reporting persons that
they were not required to file reports on Form 5 during the most recently
completed fiscal year or prior years, the Company believes that all of its
officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's most
recently completed fiscal year.
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed KPMG Peat Marwick LLP
as the firm of independent public accountants to audit the accounts of the
Company for the year ending September 30, 1997. This firm expects to have a
representative available by telephone at the meeting who will have an
opportunity to make a statement if he desires to do so and will be available to
answer appropriate questions.
STOCKHOLDER PROPOSALS
Any proposal submitted by a stockholder of the Company for action at the
next Annual Meeting of Stockholders will not be included in the proxy material
to be mailed to the Company's stockholders in connection with such meeting
unless such proposal is received at the principal office of the Company no later
than September 18, 1997.
GENERAL
No business other than that set forth in Item (1) of the Notice of Annual
Meeting of Stockholders is expected to come before the meeting, but should any
other matters requiring a vote of stockholders properly arise, including a
question of adjourning the meeting, the persons named in the accompanying Proxy
will vote thereon according to their best judgment in the best interests of the
Company.
Insofar as any of the information in this Proxy Statement may rest
peculiarly within the knowledge of persons other than the Company, the Company
has relied upon information furnished by such persons.
By Order of the Board of Directors,
/s/ Alexander C. Kinzler
ALEXANDER C. KINZLER
Secretary
Dated: January 16, 1997
Stockholders may obtain a copy, without charge, of the Company's Annual
Report on Form 10-KSB, as filed with the Securities and Exchange Commission, by
writing to Alexander C. Kinzler, Barnwell Industries, Inc., 1100 Alakea Street,
Suite 2900, Honolulu, Hawaii 96813.
8
Appendix A
- ----------
FRONT OF CARD
PROXY
BARNWELL INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned stockholder of Barnwell Industries, Inc., a Delaware
corporation, hereby appoints Morton H. Kinzler and Alexander C. Kinzler, and
each of them, attorneys, agents and proxies of the undersigned, with full
power of substitution to each of them, to vote all the shares of Common Stock
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of the Company to be held at the Sheraton Shreveport Hotel, 1419
East 70th Street, Shreveport, Louisiana, on March 3, 1997, at 9:30 A.M.,
Central Standard time, and at any adjournment of such meeting, with all powers
which the undersigned would possess if personally present:
(Continued and to be signed on reverse side)
- -------------------------------------------------------------------------------
BACK OF CARD
X Please mark your votes as in this example.
-----
1. The election of the 10 Directors listed at right:
FOR all nominees listed at right WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for all nominees listed at right
----- -----
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST AT RIGHT.)
Nominees:
Morton H. Kinzler, Barry E. Emes, Alan D. Hunter, H. Whitney Boggs, Jr., Erik
Hazelhoff-Roelfzema, William C. Warren, Daniel Jacobson, Martin Anderson,
Glenn Yago, Murray C. Gardner.
2. Upon any and all other business which may come before the meeting or any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders, Proxy Statement of the Company for the Annual Meeting and the
Company's Annual Report to Stockholders for the fiscal year ended September
30, 1996.
This Proxy, when properly executed, will be voted in accordance with the
specification made hereon. If not otherwise specified, this Proxy will be
voted FOR the election of Directors as proposed herein.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE DATE SIGNATURE DATE
------------------ -------- ------------------ -------
IF HELD JOINTLY
(Signature(s) should agree with name on stock certificate as stenciled hereon.
Executors, administrators, trustees, etc., should so indicate when signing.)