SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule
14a-12
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
___________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:___________________________________________________________
2) Aggregate number of securities to which 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:
__________________________________________________________________
Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] 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: ____________________________________________
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KEVIN B. HALTER and KEVIN B.
HALTER, JR. and each of them as proxies with power of substitution
to vote all shares of Digital Communications Technology Corporation
(the "Company") which the undersigned is entitled to vote at an
Annual Meeting of Stockholders on December 5, 1995, at the
Company's offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas
at 2:00 p.m., or any adjournment thereof, with all the powers the
undersigned would have if personally present as specified,
respecting the following matters described in the accompanying
Proxy Statement and, in their discretion, on other matters which
come before the meeting.
1. To elect four directors to hold office until the next
annual election of directors by stockholders or until their
respective successors have been duly elected and qualified.
A. [ ] FOR the nominees listed below
B. [ ] WITHHOLD AUTHORITY to vote for all nominees
listed below
C. [ ] FOR ALL NOMINEES EXCEPT:
Instructions: To withhold authority to vote for (an) any
individual(s), choose C and write in the name of the nominee(s) on
this line _______________________________________________________.
Nominees: Kevin B. Halter, Kevin B. Halter, Jr., Gary C. Evans and
James Smith
2. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent auditors to examine the accounts of the Company for the
fiscal year ending June 30, 1996.
FOR AGAINST ABSTAIN
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors recommends a vote FOR the above proposals.
This proxy will be voted in accordance with stockholder
specifications. Unless directed to the contrary, this proxy will
be voted FOR Items 1 and 2. A majority (or if only one, then that
one) of the proxies or substitutes acting at the meeting may
exercise the powers conferred herein. Receipt of accompanying
Notice of Meeting and Proxy Statement is hereby acknowledged.
Date: November 14, 1995
_________________________________
(Signature)
_________________________________
_________________________________
(Please print your name)
(Please sign name as fully and exactly as it appears opposite.
When signing in a fiduciary or representative capacity, please give
full title as such. When more than one owner, each owner should
sign. Proxies executed by a corporation should be signed in full
corporate name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY AT THE ADDRESS
STATED ABOVE.
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
The Annual Meeting of Stockholders of Digital Communications
Technology Corporation (the "Company") will be held at the
Company's offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas
75248, on December 5, 1995 at 2:00 p.m., local time, for the
following purposes:
1. To elect four directors to hold office until the next
annual election of directors by stockholders or until their
respective successors have been duly elected and qualified;
2. To ratify the appointment of independent auditors to
examine the accounts of the Company for the fiscal year ended June
30, 1996; and
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record at the close of business on November 2,
1995 are entitled to notice of and to vote at this Annual Meeting
of Stockholders or any adjournment thereof. The stock transfer
books of the Company will remain open.
We hope that you attend the Annual Meeting in person, but in
any event you are urged to mark, date, sign and return your proxy
in the enclosed self-addressed envelope as soon as possible so that
your shares may be voted in accordance with your wishes. Any proxy
given by a stockholder may be revoked by that stockholder at any
time prior to the voting of the proxy.
By Order of the Board of Directors,
/s/ Kevin B. Halter, Jr.
Kevin B. Halter, Jr.
Secretary
Dallas, Texas
November 14, 1995
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN
FAVOR OF THE PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND MAIL IT PROMPTLY.
DIGITAL COMMUNICATIONS TECHNOLOGY CORPORATION
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 5, 1995
This proxy statement and the accompanying form of proxy are
being furnished to the stockholders of Digital Communications
Technology Corporation (the "Company") on or about November 14,
1995 in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on December 5, 1995
at 2:00 p.m., local time, at the Company's offices at 16910 Dallas
Parkway, Suite 100, Dallas, Texas 75248, and any adjournment
thereof.
The matters to be considered and acted upon at the Annual
Meeting are described in the foregoing notice of the Annual Meeting
and this Proxy Statement. This Proxy Statement and the related
form of proxy are being mailed on or about November 14, 1995 to all
stockholders of record on November 2, 1995. Shares of the
Company's common stock, par value $.0002 (the "Common Stock"),
represented by proxies will be voted as described in this Proxy
Statement or as otherwise specified by a stockholder. As to the
election of directors, a stockholder may, by checking the
appropriate box on the proxy: (i) vote for all director nominees as
a group; (ii) withhold authority to vote for all director nominees
as a group; or (iii) vote for all director nominees as a group
except those nominees identified by the stockholder in the
appropriate area. See "Proposal One: Election of Directors" below.
With respect to the other proposal, a stockholder may, by checking
the appropriate box on the proxy: (i) vote "FOR" the proposal; (ii)
vote "AGAINST" the proposal; or (iii) "ABSTAIN" from voting on the
proposal.
THE PRINCIPAL STOCKHOLDER OF THE COMPANY, S.O.I. INDUSTRIES,
INC., AS OF SEPTEMBER 29, 1995, BENEFICIALLY OWNED APPROXIMATELY
46% OF THE ISSUED AND OUTSTANDING COMMON STOCK AND HAS ADVISED THE
COMPANY OF ITS INTENTION TO VOTE SUCH SHARES IN FAVOR OF PROPOSALS
ONE AND TWO.
Any stockholder who executes and delivers a proxy may revoke
it at any time prior to its use by (i) giving written notice of
revocation to the Secretary of the Company; (ii) executing and
delivering a proxy bearing a later date; or (iii) appearing at the
Annual Meeting and voting in person.
The Company will bear the expense of preparing, printing, and
mailing the proxy solicitation material and the form of proxy.
Brokerage houses, nominees, custodians and fiduciaries will be
requested to forward material to beneficial owners of stock held of
record by them, and the Company will reimburse such persons for
their reasonable expenses in doing so. In addition, directors,
officers and employees of the Company and its subsidiaries may
solicit proxies by telephone, telegram or in person.
If the proxy in the accompanying form is properly executed and
not revoked, the shares represented by the proxy will be voted in
accordance with the instructions thereon. If no instructions are
given on the matters to be acted upon, the shares represented by
the proxy will be voted: (i) for the election of directors
nominated herein; (ii) for the ratification of the appointment of
independent auditors named herein; and (iii) in the discretion of
the proxyholders on any business as may properly come before the
meeting or any adjournment thereof.
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN
FAVOR OF THE PROPOSALS DESCRIBED HEREIN.
VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock
of the Company at the close of business on November 2, 1995 are
entitled to one vote for each share held on all matters coming
before the Annual Meeting. There were approximately 5,961,188
shares of Common Stock outstanding and entitled to vote on November
2, 1995.
METHOD OF VOTING
To be elected, each director must receive the affirmative vote
of the holders of a plurality of the issued and outstanding shares
of Common Stock represented in person or by proxy at the Annual
Meeting. Approval of Proposal Two will require the affirmative
vote of the holders of the majority of the shares of Common Stock
entitled to vote and represented at the Annual Meeting in person or
by proxy. Abstentions will have the effect of a vote against the
proposal. Non-votes (as defined below) will have no effect on the
voting of any of the proposals. A "non-vote" occurs when a nominee
holding shares for a beneficial owner has voted on certain matters
at the Annual Meeting pursuant to discretionary authority or
instructions from the beneficial owner but may not have received
instructions or exercised discretionary voting power with respect
to other matters.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of September 29,
1995 with regard to the beneficial ownership of the Common Stock by (i) each
person known to the Company to be the beneficial owner of 5% or more of its
outstanding Common Stock, (ii) by the officers, directors and key employees of
the Company individually and (iii) by the officers and directors as a group.
Number of Shares
Beneficially Owned Percent
S.O.I. Industries, Inc.
16910 Dallas Parkway #100
Dallas, Texas 75248 2,730,870 46%
Jack D. Brown, Jr. 68,850 1%
Jim N. Weinberg 65,503 1%
Sanford M. Whitman 12,404 <F1>
All directors and officers
as a group (6 persons) 146,757 2.5%
<FN>
<F1> less than 1%
PROPOSAL ONE: ELECTION OF DIRECTORS
Each of the persons set forth below (see " -- Nominees for
Election as Directors") has been nominated for election to the
Board of Directors, to serve for a term of one year until the next
Annual Meeting of Stockholders or until his or her successor is
elected and qualified. The shares represented by proxies will be
voted as specified by the stockholder. If a stockholder does not
specify his or her choice, the shares will be voted in favor of the
election of the nominees listed on the proxy except that, in the
event any nominee should not continue to be available for election,
such proxies will be voted for the election of such other person as
the Board of Directors may recommend. The Company does not
presently contemplate that any of the nominees will become
unavailable for election for any reason.
Nominees for Election as Directors
The following sets forth certain information regarding the
nominees for election to the Company's Board of Directors and the
Company's executive officers:
Name Age Position
- ---- --- --------
Jack D. Brown, Jr. 38 President
Kevin B. Halter 60 Chief Executive
Officer and
Chairman of the Board
Jim N. Weinberg 39 Executive Vice
President
Sanford M. Whitman 61 Vice President, Chief
Financial Officer,
Treasurer and
Assistant Secretary
Kevin B. Halter, Jr. 35 Vice President,
Secretary and Director
Gary C. Evans 38 Director
James Smith 58 Director
Set forth below is a description of the backgrounds of the
executive officers and directors of the Company.
Jack D. Brown, Jr. has served as President and a Director of
the Company since its inception in 1987. From 1981 to 1987, he was
employed as Creative Director for Slides and Video Services, Inc.,
a production and duplication film company.
Kevin B. Halter has served as Chief Executive Officer and
Chairman of the Board of DCT since January 1994 and as President,
Chief Executive Officer and Chairman of the Board of SOI since June
28, 1994. Mr. Halter also served as Vice Chairman of the Board of
SOI from January 1994 to June 28, 1994. Mr. Halter also serves as
Chairman of the Board of Directors of American Quality
Manufacturing Corporation, a subsidiary of SOI ("AQM"). In
addition, Mr. Halter has served as Chairman of the Board and Chief
Executive Officer of Halter Capital Corporation ("HCC"), a
privately-held investment and consulting company, since 1987. From
1987 until October 1992, Mr. Halter was a director and officer of
Halter Venture Corporation, a publicly-held company based in
Dallas, Texas. Mr. Halter is the father of Kevin B. Halter, Jr.
Jim N. Weinberg has served as Executive Vice President and a
Director of the Company since its incorporation in 1987. From 1978
to 1987, he was the owner of Television Production Services, Inc.,
a video production company specializing in national television
commercials and sporting events.
Sanford M. Whitman has served as Chief Financial Officer of
the Company since 1992 and as Vice President, Treasurer and
Assistant Secretary since January 1994. Mr. Whitman has also
served as Chief Financial Officer of SOI since 1992 and has served
as Vice President, Treasurer and Assistant Secretary of SOI since
January, 1994. Mr. Whitman has also held these offices in American
Quality Manufacturing Corporation since March 1995. Mr. Whitman
served as Controller of U.S. Brass Corporation from 1979 to 1988
and as Chief Financial Officer of the Roberts Group from 1990
through 1992. Mr. Whitman was an independent consultant from 1989
through 1990.
Kevin B. Halter, Jr. has served as Vice President, Secretary
and director of the Company since January 1994. Mr. Halter has
also served as Secretary, Treasurer and director of SOI and AQM
since February 1994. He is also the President of Securities
Transfer Corporation, a registered stock transfer company, a
position he has held since 1987. Mr. Halter is also Vice President
and Secretary of HCC. Mr. Halter also served as a director and
officer of Ceetac Corporation, a publicly-held company, from the
Spring of 1991 until September 1991. Mr. Halter is the son of
Kevin B. Halter.
Gary C. Evans currently serves as a director of the Company.
Mr. Evans has served as President and Chief Executive Officer of
Magnum Petroleum, Inc., an American Stock Exchange company, since
July of 1995. Mr. Evans has served as Chairman of the Board,
President and Chief Executive Officer of Hunter Resources, Inc.
(formerly Intramerican Corporation) since September 1992, prior to
it being acquired by Magnum Petroleum, Inc. Mr. Evans also served
as President, Chief Operating Officer and director of Hunter
Resources, Inc. from December 1990 to September 1992. He was
President and Chief Executive Officer of Sunbelt Energy, Inc. (the
predecessor to Hunter Resources, Inc.) and its subsidiaries from
1985 to December 1990. Mr. Evans is President and Chief Executive
Officer of Gruy Petroleum Management Co., Magnum Hunter Production,
Inc. and Hunter Gas Gathering, Inc., wholly-owned subsidiaries of
Magnum Petroleum, Inc. Mr. Evans was Vice President and Manager of
the Southwestern region of the Energy division of Mercantile Bank
of Canada for four years prior to forming Sunbelt Energy, Inc.
James Smith has served as a director of the Company since
March 1995. Mr. Smith has served as President of Pension Analysis
Bureau, Inc., a consulting firm specializing in the administration
of company retirement and profit sharing plans, since 1993. Mr.
Smith also served as Vice President of Pension Analysis Bureau,
Inc. from 1988 to 1992.
All directors of the Company hold office until the next annual
meeting of stockholders or until their successors have been elected
and qualified. Executive officers are elected by the Company's
Board of Directors to hold office until their respective successors
are elected and qualified.
The full Board of Directors met or unanimously voted on
resolutions six times during fiscal year 1995. Each of the
directors attended or acted upon at least seventy-five percent of
the aggregate number of Board of Director meetings, consents, and
Board of Director Committee meetings or consents held or acted upon
during fiscal year 1994.
The Company's Bylaws provide that directors may be paid their
expenses, if any, and may be paid a fixed sum for attendance of
each Board of Directors meeting.
Committees of the Board of Directors
The Board of Directors has two committees, an Audit Committee
and a Compensation Committee, each composed of at least two
independent directors. The Audit Committee, composed of Kevin B.
Halter, Gary C. Evans and James Smith, recommends the annual
appointment of the Company's auditors, with whom the Audit
Committee will review the scope of audit and non-audit assignments
and related fees, accounting principals used by the Company in
financial reporting, internal auditing procedures and the adequacy
of the Company's internal control procedures. The Compensation
Committee, composed of Kevin B. Halter, Gary C. Evans and James
Smith, will administer the Company's ESOP and 1988 Employee Stock
Option Plan and make recommendations to the Board of Directors
regarding compensation for the Company's executive officers.
Executive Compensation
The following table sets forth the cash and non-cash
compensation paid by the Company to its President for the fiscal
year ended June 30, 1995, 1994 and 1993. None of the Company's
other executive officers and directors received cash or non-cash
compensation in excess of $100,000 for the fiscal year ended June
30, 1995.
Long Term Compensation
Awards Payouts
Annual Compensation
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other
and Annual Restricted
Principal Compen- Stock Options/ LTIP All Other
Position Year Salary Bonus sation Awards SARs(#) Payouts Compensation
__________________________________________________________________________________________________
Jack D. Brown 1995 $85,000 - - - - - -
President 1994 $64,667 $50,000 $15,217 - - - -
1993 $60,008 $52,940 - - - - -
In 1990 and 1993, the Company granted Mr. Brown options to
purchase up to 50,000 and 50,000 shares of Common Stock,
respectively. The stock options are presently fully vested. The
1990 stock options were exercised at an exercise price of $1.50 per
share. Based on the last reported sales price of the Common Stock
on September 29, 1995, the aggregate dollar value of the remaining
option is $25,000.
Value of
Number of unexercise
unexercised in-the-money
options/SARS options/SARS
at fiscal at fiscal
Shares year end (#) year end (#)
acquired on Value exercisable/ exercisable/
Name exercise realized unexercisable unexercisable
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------
Jack D. Brown 50,000 $43,750 50,000/ -0- $31,250/ -0-
Outside directors each received compensation for attending
Board meetings during the fiscal year ended June 30, 1995 in the
amount of $3000. Such compensation was payable in common stock of
the Company.
Employment Agreements
The Company has an employment agreement with Jack D. Brown,
Jr. The agreement with Mr. Brown is for a term of 3 years
commencing July 1, 1994 and provides for a salary of $85,000 per
annum. In addition, Mr. Brown receives the same benefits as other
employees of the Company and reimbursement for expenses incurred on
behalf of the Company. The employment agreement also contains,
among other things, covenants by Mr. Brown that in the event of
termination for cause, he will not associate with a business that
competes with the Company for a period of one year after cessation
of employment. The employment agreement also provides for a bonus
arrangement based on the following formula: a bonus not to exceed
3.5% of the net operating profits before taxes and any income/loss
arising from investments or extraordinary items.
1990 Employee Stock Option Plan
On January 25, 1990, the Company's Board of Directors adopted
the 1990 Employee Stock Option Plan (the "Plan").
The administration of the Plan rests with the Compensation
Committee (the "Committee"). Subject to the express provisions of
the Plan and the Board of Directors, the Committee shall have
complete authority in its discretion to determine those employees
to whom, and the price at which options shall be granted, the
option periods and the number of shares of Common Stock to be
subject to each option. The Committee shall also have the
authority in its discretion to prescribe the time or times at which
the options may be exercised and limitations upon the exercise of
options (including limitations effective upon the death or
termination of employment of the optionee), and the restrictions,
if any, to be imposed upon the transferability of shares acquired
upon exercise of options. In making such determinations, the
Committee may take into account the nature of the services rendered
by respective employees, their present and potential contributions
to the success of the Company or its subsidiaries, and such other
factors as the Committee in its discretion shall deem relevant.
An option may be granted under the Plan only to an employee of
the Company or its subsidiaries. The Plan made available for
option 800,000 shares (as adjusted for a one for eight reverse
split) of the Company's Common Stock.
If an optionee ceases to be employed by the Company or any of
its subsidiaries, his or her options shall terminate immediately;
provided, however, that if an optionee's cessation of employment
with the Company and its subsidiaries is due to his death or
retirement with the consent of the Company or any of its
subsidiaries, the optionee may, at any time within twelve months in
the event of death, or three months after such cessation of
employment, exercise his options to the extent that he was entitled
to exercise them on the date of cessation of employment, but in no
event shall any option be exercisable more than five years from the
date it was granted.
The term of each option granted under the Plan will be for
such period not exceeding five years as the Committee shall
determine. Each option granted under the Plan will be exercisable
on such date or dates and during such period and for such number of
shares as shall be determined pursuant to the provisions of the
option agreement evidencing such option. Subject to the express
provisions of the Plan, the Committee shall have complete
authority, in its discretion, to determine the extent, if any, and
the conditions under which an option may be exercised in the event
of the death of the optionee or in the event the optionee leaves
the employ of the Company or has his employment terminated by the
Company. The purchase price for shares of Common Stock under each
option shall be determined by the Committee at the time of the
option's issuance and may be less than the fair market value of
such shares on the date on which the options are granted. The
agreements evidencing the grant of options may contain other terms
and conditions, consistent with the Plan, that the Committee may
approve.
S.O.I. Industries, Inc. Employee Stock Ownership Plan
The Company participates in the SOI Employee Stock Ownership
Plan ("ESOP"). The ESOP provides retirement benefits to
substantially all employees. The ESOP is a qualified employee
benefit plan exempt from taxation under the Internal Revenue Code
of 1986, as amended. There are 800,000 shares of SOI common stock
in the ESOP.
On January 7, 1991, the Employee Stock Ownership Trust (the
"ESOT") purchased the 800,000 shares of SOI common stock from an
officer and director of SOI, Mr. Donald Courtney. The ESOT is
entitled to vote on all matters presented to holders of common
stock, voting together as a class.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS
The Board of Directors of the Company has appointed the
accounting firm of Coopers & Lybrand L.L.P. as independent auditors
of the Company for its fiscal year ended June 30, 1996, and is
submitting such selection to the Company's stockholders for their
ratification. The Board of Directors recommends that such
appointment be approved by the stockholders. If the foregoing
proposal is not approved, or if Coopers & Lybrand L.L.P. declines
to act or otherwise becomes incapable of performing, or if its
appointment is otherwise discontinued, the Board of Directors will
appoint other independent accountants whose appointment for any
period subsequent to fiscal year 1996 will be subject to approval
by the stockholders at the 1996 Annual Meeting of Stockholders.
Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the annual meeting and such representatives will have an
opportunity to make a statement if they so desire. The
representatives will also be expected to be available to answer
appropriate questions.
The Board of Directors recommends a vote FOR this proposal.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those
stated above which are to be brought before the meeting. However,
if any such other matters should be presented for consideration and
voting, it is the intention of the persons named in the proxy to
vote thereon in accordance with their judgment.
ANNUAL REPORT AND DATE OF RECEIPT OF PROPOSALS
The Annual Report for the Company's fiscal year ended June 30,
1995, including financial statements, are being furnished with
this Proxy Statement to stockholders of record as of November 2,
1995 and is incorporated herein by reference.
Any stockholder who intends to present a proposal for
consideration at the Company's next Annual Meeting of Stockholders
and wishes to have the proposal included in the Company's Proxy
Statement for that meeting must submit the proposal to the
Secretary of the Company no later than June 30, 1996. All such
proposals should be in compliance with applicable Securities and
Exchange Commission regulations.
By Order of the Board of Directors, November 14, 1995
Kevin B. Halter, Jr.
Secretary