Jayark Corporation
P.O. Box 741528
Houston, Texas 77274
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
SEPTEMBER 25, 1995
TO THE STOCKHOLDERS:
The annual meeting of stockholders of Jayark Corporation (the `Company'')
will be held at the offices of the Company, 6116 Skyline Drive, Suite 102,
Houston, Texas, on MONDAY, SEPTEMBER 25, 1995, at 3:00 PM local time, for the
following purposes:
1.To elect three directors to serve until the expiration of their three-
year terms and until their successors are duly elected and qualified;
2.To ratify the appointment by the Board of Directors of KPMG Peat Marwick
as the independent accountants of the Company for the fiscal year ending
April 30, 1995;
3.To transact such other business as may properly be brought before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on August 1, 1995, are
entitled to notice of and to vote at the annual meeting or adjournment(s)
thereof.
Your attention is called to the proxy statement on the following pages. We
hope that you will attend the annual meeting. If you do not plan to attend,
kindly sign, date, and mail the enclosed proxy in the enclosed envelope, which
requires no postage if mailed in the United States. Your vote is important
regardless of the number of shares you own.
BY ORDER OF THE BOARD OF DIRECTORS
Clayton W. Whitehead, SECRETARY
Houston, Texas August 25, 1995
JAYARK CORPORATION
P.O. BOX 741528 - HOUSTON, TEXAS 77274
PROXY STATEMENT
MAILED TO STOCKHOLDERS ON AUGUST 25, 1995
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Jayark Corporation (the `Company'') of proxies in the
enclosed form for use at the annual meeting of stockholders (the `Annual
Meeting') to be held at 3:00 PM local time at 6116 Skyline Drive, Suite 102,
Houston, Texas, on Monday, September 25, 1995, and at any adjournment(s)
thereof.
A copy of the Company's Annual Report, including financial statements, for
the year ended April 30, 1995, is enclosed.
The solicitation of proxies in the accompanying form will be made at the
Company's expense, primarily by mail and through brokerage and banking
institutions. Those institutions will be requested to forward soliciting
materials to the beneficial owners of the stock held of record by them and will
be reimbursed for their reasonable forwarding expenses.
Any proxy given pursuant to such solicitation and received in time for the
meeting will be voted in accordance with the instructions, if any, given in that
proxy. If no instructions are specified, proxies will be voted FOR the election
of the nominees named in Proposal Number 1 of this Proxy Statement and in favor
of the additional proposals set forth herein. At the date of this Proxy
Statement, the management of the Company does not know of any business to be
presented at the Annual Meeting other than those matters that are set forth in
the Notice accompanying this Proxy Statement. If any other business should
properly come before the Annual Meeting, it is intended that the shares
represented by proxies will be voted with respect to such business in accordance
with the judgment of the persons named in the proxy. Any proxies may be revoked
by written notice received by the Secretary of the Company at any time prior to
the voting thereof.
Only stockholders of record at the close of business on August 1, 1995, are
entitled to notice of and to vote at the Annual Meeting or adjournments thereof.
At that date, the Company had outstanding 6,978,799 shares of common stock, $.30
par value (the `Common Stock''). Each share of Common Stock entitles the record
holder thereof to one vote. Abstentions and broker non votes will be included in
the determination of the number of shares represented at the Annual Meeting.
Abstentions will have the same effect as a vote against a proposal; broker non
votes, however, are not included in the tally of votes cast and will not affect
the outcome of a proposal.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following TABLE `A'', sets forth as of August 1, 1995, the holdings of
the Company's Common Stock by those persons owning of record, or known by the
Company to own beneficially, more than 5% of the Common Stock, the holdings by
each director or nominee, the holdings by certain executive officers and by all
of the executive officers and directors of the Company as a group.
TABLE ``A'' PRINCIPAL STOCKHOLDERS
AMOUNT
NAME AND ADDRESS OF BENEFICIAL OWNER AND NATURE NOTE (1) % OF CLASS
OF
BENEFICIAL
OWNERSHIP
David L. Koffman
6116 Skyline Drive, Houston, TX 77057 1,399,697 2,3 20.056%
Burton I. Koffman
300 Plaza Drive, Vestal, NY 13903 1,104,000 2,4,5,6 15.808%
Commerzbank AG
31 Charter Road, Hong Kong 1,000,000 14.329%
Richard E. Koffman
300 Plaza Drive, Vestal, NY 13903 669,000 5,7 9.579%
Campobello Holding LP
P.O. Box 4485 Great Neck, NY 10029 456,364 6.539%
Frank Rabinovitz
6116 Skyline Drive, Houston, TX 77057 166,000 8 2.345%
Michael Silverman
6440 Lusk Blvd #D201, San Diego, Ca 92121 17,000 0.243%
Clay Whitehead
6116 Skyline Drive, Houston, TX 77057 56,000 9 0.797%
Arthur Cohen
505 Eighth Avenue, Suite 300, New York, NY 5,000 0.716%
10018
Michael Sherman
333 East 68th # 13A, New York, NY 10021 5,000 0.716%
Ronald Kramer
540 Madison Avenue, New York, NY 10022 5,000 0.716%
John H.M. Griffiths
6 West Muse W Warwick Pl, Pimlico,
London, England SW1V 2DJ - - -
Herbert S. Adler
477 Madison Avenue, New York, NY 10022 - - -
Joseph B. Koffman
150 E. 52nd St, 30th FL, New York NY 10022 - - -
All Directors & Executive Officers as a 1,653,697 4,5,6,7, 23.084%
Group 8,9
(1) All shares are owned directly by the individual named, except as
set forth herein. Includes actual shares beneficially owned and
Employee and Director Stock Options exercizable within 60 days.
Burton I. Koffman and Richard E. Koffman are brothers. David L.
Koffman is the son of Burton I. Koffman. Joseph B. Koffman is the
son of Richard E. Koffman.
(2) Includes 10,000 shares owned by David L. Koffman and Burton I.
Koffman, jointly.
(3) Excludes $772,058.34 principal amount of the Company's 12%
Convertible Subordinated Debentures, due December 1995, which are
convertible into 514,731 shares of Common Stock at a price of $1.50
per share.
(4) Excludes 38,000 shares owned by a charitable foundation of which
Burton I. Koffman is President and Trustee.
(5) Includes 964,000 shares owned as tenants in common by brothers
Richard E. Koffman and Burton I. Koffman.
(6) Excludes 280,000 shares owned by the spouse of Burton I. Koffman.
(7) Excludes 180,000 owned by the spouse of Richard E. Koffman.
(8) Excludes $49,842.64 principal amount of the Company's 12%
Convertible Subordinated Debentures, due December 1995, which are
convertible into 33,230 shares of Common Stock at a price of $1.50
per share.
(9) Excludes $2,761.28 principal amount of the Company's 12%
Convertible Subordinated Debentures, due December 1995, which are
convertible into 1,841 shares of Common Stock at a price of $1.50
per share.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Three (3) directors are to be elected by the stockholders, to the Company's
classified Board of Directors, to hold office for a three-year periods and until
their successors are duly elected and qualified or until their earlier death,
resignation or removal.
The Company's nominees for election as directors are listed in TABLE ``''
of this Proxy Statement. The affirmative vote of a plurality of the votes cast
by stockholders present in person or represented by proxy at the meeting and
entitled to vote is required for the election of each of three directors. While
the Board of Directors has no reason to believe that any of those named will not
be available as a candidate, should such a situation arise, the proxy will be
voted for the election of substitute nominees selected by the Board.
TABLE ``B'' NOMINEES FOR DIRECTOR
NAME AGE TERM POSITIONS & OFFICES PRESENTLY HELD DIRECTOR
EXPIRES SINCE
John H.M. 41 1998 Director 1994
Griffiths
Herbert S. Adler 53 1998 Director 1994
Joseph B. Koffman 37 1998 Director 1994
The following table and supplementary data is a listing of current Directors of
the Company:
TABLE ``C'' CURRENT DIRECTORS
NAME AGE TERM POSITIONS & OFFICES PRESENTLY HELD DIRECTOR
EXPIRES SINCE
David L. Koffman 36 1997 President, Chief Executive Officer 1983
and Director
Frank Rabinovitz 53 1997 Executive Vice President, Chief 1989
Operating Officer, Director; and
President of the Company's Audio
Visual Subsidiary
Michael J. 49 1997 Director 1989
Sherman
Arthur G. Cohen 66 1996 Director 1990
Ronald J. Kramer 37 1996 Director 1991
Michael Silverman 51 1996 Director 1993
John H.M. 42 1995 Director 1994
Griffiths
Herbert S. Adler 53 1995 Director 1994
Joseph B. Koffman 37 1995 Director 1994
David L. Koffman* was elected President and Chief Executive Officer of the
Company in December of 1988. Prior to that time, he served as Director and Vice
President of the Company for over five years.
Frank Rabinovitz was elected Executive Vice President, Chief Operating
Officer and Director of the Company in 1989. In addition he is the President of
the Company's Audio Visual subsidiary and has served in this capacity for more
than five years, as well as in various other executive and management capacities
since 1980.
Michael J. Sherman, CPA, is President and Chief Executive Officer of M.J.
Sherman and Associates, a financial consulting firm. Mr. Sherman has served in
such capacities for more than five years.
Arthur G. Cohen has been a real estate developer and investor for more than
five years. Mr. Cohen is a Director of Apparel America, Inc., Baldwin, and
Arlen, Inc. Burton I. Koffman and Richard E. Koffman are parties to an agreement
with Arthur G. Cohen pursuant to which they have agreed to vote their shares in
favor of the election of Mr. Cohen to the Board of Directors of the Company.
Ronald J. Kramer has been Managing Director of Ladenburg, Thalmann and Co.,
Inc., an investment banking firm, for more than five years and is Director of
Private Placements. Mr. Kramer is a Director of Instrument Systems, Corp.
Michael Silverman is a venture capitalist and is currently chairman and
Chief Executive Officer of Boatracs, Inc. and Unique Events Products, Inc., and
a board member of International Savings Bank and International Bedding. Corp.
Previously, Mr. Silverman, was chairman and Chief Executive Officer of Textile
Industries, USA, Sheridan Distributors, Inc., Sussex Group, LTD, and Huffman
Koos. Mr. Silverman is a Chartered Accountant (S.A.) and received his MBA from
Stanford.
John H.M. Griffiths is Managing Director and majority shareholder of an
international venture capital and financing company based in the United Kingdom;
a board member and shareholder of: Lynton Delancy & Partners Limited, CL BES
Limited, CL BES 2 Limited, Lastbrave Limited, and Capel Lynton Limited; a
director of Bardwell Western States, and CL BES IV Limited. Previously, Mr.
Griffiths was associated with Samuel Montagu & Co. Limited as a main board
member, Nomura Bank International PLC., Lloyds Bank International, and Bank of
London & South America. Mr. Griffiths received his B.A. and M.A. from Cambridge
University.
Herbert S. Adler is currently a managing director with Alan B. Slifka and
Company, L.P.. Previously he was general partner of McFarland, Dewey & Co., an
investment banking firm. Prior to that, for more than five years, Mr. Adler was
associated with KPMG Peat Marwick as a Principal in its Executive Office and Co-
director of its Merger & Acquisition Department.. Mr. Adler received his B.S. in
economics from the Wharton School at the University of Pennsylvania.
Joseph B. Koffman* is Co-chairman and Chief Executive Officer of Shelby
Tissue, Inc., a manufacturer of bath tissue for the private label tissue
industry. Mr. Koffman co-founded the company in 1989. Mr. Koffman is also the
President of Jomar Management Corp., a private lending company.
* Joseph B. Koffman is the cousin of David L. Koffman.
INFORMATION CONCERNING OPERATIONS OF THE BOARD OF DIRECTORS
During the fiscal year ended April 30, 1995, the Board of Directors held
three meetings and took action by unanimous written consent on other occasions
during the period. No directors attended fewer than 75 percent of the meetings
of the Board of Directors or requisite committee meetings during the last fiscal
year. All committees met in conjunction with the full Board of Directors
meetings.
The Executive Committee of the Board of Directors consists of Mr. David L.
Koffman (Chair), Mr. Frank Rabinovitz, and Mr. Ronald J. Kramer. The function of
the Executive Committee is to exercise the powers of the Board of Directors to
the extent permitted by Delaware law. As a rule, the Executive Committee meets
to take action with respect to matters requiring Board of Directors approval and
which cannot await a regular meeting of the Board or the calling of a special
meeting. Under Delaware law and the Company's By-laws, both the Board and the
Executive Committee can also act by unanimous written consent of all members.
The Stock Option Committee of the Board of Directors was created to
administer the Company's 1981 Incentive Stock Option Plan, as amended, pursuant
to a resolution adopted November 24, 1981, giving it authority to exercise
powers of the Board with respect to the Plan. The Stock Option Committee
consists of Mr. Ronald J. Kramer (Chair), Mr. Michael J. Sherman, and Mr.
Michael Silverman.
The Audit Committee of the Board of Directors was created in 1991 to
administer and coordinate the activities and results of the annual audit of the
Company by independent accountants and to comply with NASDAQ listing
requirements. The Audit Committee is comprised of Mr. Michael J. Sherman
(Chair), Mr. Michael Silverman, and Mr. Ronald J. Kramer.
The Compensation Committee of the Board of Directors was created in 1993 to
administer and review compensation structure, policy and levels of the Company.
The Compensation Committee is composed of Mr. Michael Silverman (Chair), Mr.
Michael J. Sherman and Mr. Ronald J. Kramer.
There is no standing nominating committee.
EXECUTIVE OFFICERS
The following Table ``D'' sets forth the names, ages and positions of the
persons who are not directors and who are executive officers of the Company:
TABLE ``D'' EXECUTIVE OFFICERS
Name Age Position
Clay Whitehead 38 Secretary, Controller & Chief Financial
Officer
Clay Whitehead, CPA, was named Controller & Chief Financial Officer of the
Company in 1990. Previously, he was Vice President of the Company's Audio Visual
subsidiary for more than five years. Mr. Whitehead received his B.S. from the
University of Illinois and earned his MBA in 1985.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Set forth in the following Table `E'' is certain information relating to
the approximate remuneration paid by the Company during the last three fiscal
years to each of the most highly compensated executive officers whose total
compensation exceeded $100,000.
Table "E" Summary Compensation Table (1,2)
LONG TERM ALL
ANNUAL COMPENSATION COMPENSATION OTHER
Other Annual
Name & Position Year Salary Bonus Compensation
David L. Koffman 1995 $ 162,00$ 45,500 - - -
Chairman, President, 1994 $ 158,50$ 77,535 - - -
Chief Executive Officer 1993 $ 150,00$ - - - -
Frank Rabinovitz 1995 $162,000$ 50,000 - - -
Director, Executive 1994 $ 157,00$ 50,346 - - -
President, Chief 1993 $ 150,00$ 56,178 - - -
operating Officer,
President of the
Audio Visual subsidiary
(1) Does not include the value of non-cash compensation to the named
individuals which did not exceed the lesser of $50,000 or 10% of
such individuals' total annual salary and bonus. The Company
provides a vehicle to each of the named executives for use in
connection with Company business but does not believe the value of
said vehicles and other non-cash compensation, if any, exceeds the
lesser of $50,000 or 10% of the individuals total annual salary and
bonus.
(2) The Company has entered into Split Dollar Insurance Agreements
with Messrs. David L. Koffman and Frank Rabinovitz, pursuant to
which the Company has obtained insurance policies on their lives in
the approximate amount of $1,054,000 and $497,700, respectively.
Each year, that portion of the annual premium cost equal to the one
year term insurance cost of the insurance protection is paid by the
respective individuals. The balance of the premium is paid by the
Company. Upon the death of the individual, the beneficiary named by
the individual is entitled to receive the benefits under the
policy, less the aggregate amount of premiums paid by the Company.
The approximate amounts paid by the Company during the fiscal year
ended April 30, 1995 for this insurance coverage were $36,500, and
$25,400, respectively. Such amounts are not included in the above
table.
The following table ``F'' sets forth certain information relating to the value
of stock options at April 30, 1994:
TABLE ``F'' FISCAL YEAR-END OPTION VALUE TABLE
Number of Unexercised Value of Unexercised In-the-
Options at Fiscal Year Money Options at Fiscal Year
End End*
Name Exercisable Unexercisable Exercisable Unexercisable
David L. Koffman - - - -
Frank Rabinovitz 100,000 - $43,750 -
* Based on the $0.875 per share closing bid price of the Common Stock on the
Nasdaq Stock Exchange on April 29, 1994
Effective November 24, 1981 and approved at the annual stockholders'
meeting in 1982, the 1981 Incentive Stock Option Plan (ISOP) was adopted. An
amendment to the ISOP was adopted on December 11, 1989. This amendment increased
the number of incentive stock options that can be granted from 150,000 shares to
600,000 shares. The ISOP provides for the granting to key employees and officers
of incentive stock options, as defined under current tax laws. The stock options
are exercisable at a price equal to or greater than the market value on the date
of the grant.
No stock options were granted during the fiscal year ended April 30, 1995.
Effective September 15, 1994 and approved at the annual stockholders
meeting in 1994, the 1994 Non-Employee Director Stock Option Plan (the
`Director Plan'') was adopted and 200,000 shares of the Company's Common Stock
reserved for issuance under the Director Plan. The Director Plan provides for
the automatic grant of non-transferable options to purchase Common Stock to non-
employee directors of the Company; on the date immediately preceding the date of
each annual meeting of stockholders in which an election of directors is
concluded, each non-employee director then in office will receive options
exercisable for 5,000 shares (or a pro rata share of the total number of shares
still available under the Director Plan). No option may be granted under the
Director Plan after the date of the 1998 annual meeting of stockholders.
Options issued pursuant to the Director Plan are exercisable at an exercise
price equal to not less than 100% of the fair market value (as defined in the
Director Plan) of shares of Common Stock on the day immediately preceding the
date of the grant. Options are vested and fully exercisable as of the date of
the grant. Unexercised options expire on the earlier of (i) the date that is
ten (10) years from the date on which they were granted, (ii) the date which is
three calendar months from the date of the termination of the optionee's
directorship for any reason other than death or disability (as defined in the
Director Plan), or (iii) one year from the date of the optionee's disability or
death while serving as a director.
The Director Plan became effective immediately following the 1994 annual
meeting of shareholders; accordingly, no options have been issued pursuant to
the Director Plan to date. Each non-employee director in office on the date
immediately preceding the date of this year's annual meeting will receive
options exercisable for 5,000 shares of Common Stock.
During fiscal 1995, 35,000 Director Options were granted to non-employee
Directors.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Report that follows shall not be deemed incorporated by reference by
any general statement incorporating the Proxy Statement by reference into any
filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, and shall not be deemed filed or to constitute
soliciting material under such Acts except to the extent that the Company
specifically incorporates this information by reference.
Except for key employees in its Household subsidiary, the Company does not
have any formal annual incentive program, cash or otherwise, nor does it
make annual grants of stock options. Cash bonuses and stock options,
including bonuses and options paid to executive officers, have generally
been awarded based upon individual performance, business unit performance
and corporate performance, in terms of cash flow, growth and net income as
well as meeting budgetary, strategic and business plan goals.
The Company is committed to providing a compensation program that helps
attract and retain the best people for the business. The Company endeavors
to achieve a symmetry of compensation paid to a particular employee or
executive and the compensation paid to other employees or executives both
inside the Company and at comparable companies.
The remuneration package of the Chief Executive Officer includes a
percentage bonus based on the Company's profitable performance. The
performance bonus had not been paid in years prior to fiscal 1994 because
goals and objectives had not been achieved.
COMPENSATION COMMITTEE
Michael Silverman Michael J. Sherman
Ronald J. Kramer
PERFORMANCE GRAPH
The following stock performance graph shall not be deemed incorporated by
reference by any general statement incorporating the Proxy Statement by
reference into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, and shall not be deemed filed
or to constitute soliciting material under such Acts except to the extent that
the Company specifically incorporates this information by reference.
The following line graph compares the yearly change in cumulative total
return on the Company's common stock for the past five years with the cumulative
total return of (i) the NASDAQ Stock Market for US companies (MARKET INDEX), and
(ii) NASDAQ Non-Financial Stocks (PEER INDEX).
[PICTORIAL GRAPH OF: Comparison of Five-Year Cumulative Returns]
04/30/90 04/30/91 04/30/92 04/30/93 04/29/94 04/30/95
Jayark Corporation 100.0 94.4 72.2 38.9 66.7 77.8
CRSP Index for NASDAQ
Stock Market (US Companies) 100.0 118.8 144.1 165.7 184.4 214.4
CRSP Index for NASDAQ
Non Financial Stocks 100.0 110.6 151.2 202.0 224.2 249.0
The graph assumes $100 was invested on April 30, 1990, in each of the
following: the Company's common stock, the NASDAQ Stock Market Index, and the
NASDAQ sub index for Non-Financial Stocks. The Company's common stock
performance shown is not necessarily indicative of future performance.
PROPOSAL NUMBER 2
INDEPENDENT ACCOUNTANTS
KMPG Peat Marwick has been the Company's independent public accountants for
the past several years. The Board of Directors recommends that the stockholders
approve the appointment of KPMG Peat Marwick as the Company's independent public
accountants for the fiscal year ending April 30, 1996. Unless otherwise
indicated, all properly executed proxies received by the Company will be voted
in favor of the appointment of KPMG Peat Marwick. An adverse vote will be
considered as a direction to the Company to select other independent accountants
in the following year.
It is expected that a representative of KPMG Peat Marwick will be present
at the Annual Meeting, with the opportunity to make a statement if he desires to
do so, and will be available to respond to appropriate questions.
OTHER INFORMATION
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During August 1995, the Company, LCL International Traders, Inc.(`LCL'')
and Rosalco, Inc.(`Rosalco''), each a wholly-owned subsidiary of the Company,
entered into a Reimbursement Agreement with: i)Ben Arnold Company, a corporation
beneficially owned by several members of the of Burton I. Koffman and Richard E.
Koffman families (including David L. Koffman, who is the president and a
director of the Company, and Joseph B. Koffman, a nominee for director) and
Karen Cohen, the wife of Arthur C. Cohen, a director of the Company, who
disclaims any beneficial interest in Ben Arnold Company), ii)Ruthanne Koffman
(the mother of David L. Koffman and the wife of Burton I. Koffman),
iii)Whitehorn Associates, a New York corporation, and iv)Joel Margolin (the Vice
President of LCL) pursuant to which each of Rosalco, Inc., Ben Arnold Company,
Ruthanne Koffman, Whitehorn Associates, and Joel Margolin agreed to provide to
The CIT Group/Commercial Services, Inc. (``CIT''), the primary lender to LCL
International Traders, Inc., irrevocable standby letters of credit and cash in
the aggregate amount of $1,700,000 to serve as additional collateral against
which CIT would lend additional working capital to LCL pursuant to CIT's lending
arrangements with LCL. Each of Rosalco, Inc. and Joel Margolin provided
$500,000 in cash and letters of credit, each of Ruthanne Koffman and the Ben
Arnold Company provided $250,000 in irrevocable standby letters of credit, and
Whitehorn Associates provided a $200,000 irrevocable standby letter of credit.
The arrangement with CIT for the additional financing secured by the
additional collateral expires on February 28, 1996. On that date, in the event
that CIT shall have applied any of the additional collateral to LCL's
obligations to CIT, LCL will reimburse the parties for the collateral so applied
by CIT, such reimbursement to be made in the ordinary course of business or in
the event LCL refinances its indebtedness. Alternatively, the parties may at
any time after February 28, 1996 receive shares of the Company's Common Stock as
reimbursement for the collateral applied by CIT to LCL's obligations by CIT.
Each party would receive that number of shares that has a value equal to the
amount of such party's collateral that is applied by CIT; for purposes of the
agreement, the Company's Common Stock will be deemed to have a value of $1.25
per share.
In consideration for providing the additional collateral, on February 28,
1996 the parties will receive a total of 400,000 shares of Common Stock of the
Company in proportion to the amount of additional collateral initially provided
by them, as follows: each of Rosalco, Inc. and Joel Margolin will be issued
117,600 shares; each of Ruthanne Koffman and the Ben Arnold Company will be
issued 58,800 shares; and Whitehorn Associates will be issued 47,200 shares.
OTHER MATTERS
The Board of Directors is not aware of any other matters that are to be
presented to stockholders for formal action at the meeting. However, if any
other matter properly comes before the meeting or any adjournments thereof, it
is the intention of the persons named in the enclosed form of proxy to vote
those proxies in accordance with their judgment on the matter.
STOCKHOLDER PROPOSALS TO THE 1996 ANNUAL MEETING
Proposals of stockholders to be included in the Company's proxy materials
for the 1996 annual meeting must be received in writing by the Company at its
executive offices not later than May 24, 1996, in order to be included in the
Company's proxy materials relating to that meeting.
REPORT ON FORM 10-K
The Annual Report on Form 10-K, in a separate report filed with the
Securities and Exchange Commission, provides more detailed information on the
Company. A copy may be obtained, without charge, by a written request directed
to Investor Relations Department, Attn: Clayton W. Whitehead, Corporate
Secretary, Jayark Corporation, P.O. Box 741528, Houston, Texas 77274. The
Company will also furnish any exhibits described in the list accompanying the
Form 10-K, upon written request and payment of reasonable fees relating to the
Company's furnishing such exhibits.
INQUIRIES
Stockholder inquiries regarding changes of address, transfer of
certificates and lost certificates should be directed to the Company's transfer
agent: American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New
York, New York, 10005.
BY ORDER OF THE BOARD OF DIRECTORS
Clayton W. Whitehead, SECRETARY