SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use
the Commission Only
[ ] Definitive Proxy Statement (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Great Bay Power Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 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
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
GREAT BAY POWER CORPORATION
20 Ladd Street
Portsmouth, New Hampshire 03801-4080
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on January 18, 1996
To the Stockholders:
A Special Meeting of Stockholders of Great Bay Power
Corporation (the "Company") will be held at the offices of Hale
and Dorr, 60 State Street, Boston, Massachusetts 02109 in the
____________Room, on Thursday, January 18, 1996 at 10:00 a.m.,
local time, to consider and act upon the following matters:
1. To approve an amendment to the Company's Restated
Articles of Incorporation which increases the number of
authorized shares of Common Stock from 8,000,000 to
20,000,000 shares.
2. To approve an amendment to the Company's Restated
Articles of Incorporation to authorize the issuance of up to
5,000,000 shares of undesignated Preferred Stock, the terms
and rights of which may be designated from time to time by
the Board of Directors.
3. To approve an amendment to the Company's Restated
Articles of Incorporation to delete Section 1 of Article
SEVENTH, which requires the affirmative vote of the holders
of at least 75% of the shares of capital stock issued and
outstanding to amend, repeal or adopt any provision
inconsistent with the Articles of Incorporation.
4. To approve an amendment to the Company's Restated
Articles of Incorporation to add to Article SEVENTH a
provision eliminating any preemptive rights of the Company's
stockholders to acquire shares issued by the Company.
5. To transact such other business as may properly come
before the Meeting or any adjournment or adjournments
thereof.
Stockholders of record at the close of business on December
18, 1995 will be entitled to notice of and to vote at the
Meeting. The stock transfer books of the Company will remain
open for the purchase and sale of the Company's Common Stock.
All stockholders are cordially invited to attend the
Meeting.
By order of the Board of Directors
Frank W. Getman, Jr., Secretary
Portsmouth, New Hampshire
December 22, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY
MAIL IT IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED
BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
GREAT BAY POWER CORPORATION
20 Ladd Street
Portsmouth, New Hampshire 03801-4080
Proxy Statement for Special Meeting of Stockholders
January 18, 1996
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Great Bay
Power Corporation (the "Company") for use at a Special Meeting
of Stockholders to be held on January 18, 1996 and at any
adjournment of that meeting (the "Meeting"). All proxies will
be voted in accordance with the instructions contained therein,
and if no choice is specified, the proxies will be voted in
favor of the proposals set forth in the Notice of Meeting. Any
proxy may be revoked by a stockholder at any time before it is
exercised by giving written notice to that effect to the
Secretary of the Company.
On December 18, 1995, the record date for the determination
of stockholders entitled to notice of and to vote at the
meeting, there were outstanding and entitled to vote an
aggregate of 7,999,998 shares of Common Stock of the Company,
$.01 par value per share ("Common Stock"). Stockholders are
entitled to one vote per share.
Voting Securities and Votes Required
The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock entitled to
vote at the meeting shall be necessary to constitute a quorum
for the transaction of business. Abstentions and broker
non-votes will be considered as present for quorum purposes but
will not be counted as votes cast.
The affirmative vote of the holders of 75% of the issued
and outstanding shares of Common Stock of the Company is
required for the approval of the proposed amendments to the
Company's Restated Articles of Incorporation to (i) increase the
number of authorized shares of Common Stock, (ii) authorize the
undesignated shares of Preferred Stock, (iii) delete the
requirement for a 75% vote to amend, repeal or adopt any
provision inconsistent with the Restated Articles of
Incorporation and (iv) eliminate the preemptive rights of the
Company's stockholders.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, as of December
18, 1995, regarding the ownership of the Company's Common Stock
by (i) the only persons known by the Company to own more than
five percent of the outstanding shares, (ii) each director and
executive officer of the Company and (iii) all directors and
executive officers of the Company as a group:
Shares of
Common Stock Percentage of
Name and Address Beneficially Common Stock
of Beneficial Owner Owned(1) Outstanding(2)
5% Stockholders
Elliott Associates, L.P. 1,720,530 (3) 21.5%
712 Fifth Avenue
36th Floor
New York, NY 10019
Omega Capital 1,031,760 (4) 12.9%
Partners, L.P.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Siegler, Collery & Co. 896,000 11.2%
712 Fifth Avenue
New York, NY 10019
Omega Institutional
Partners, L.P. 883,720 (4) 11.1%
Wall Street Plaza
88 Pine Street
New York, NY 10005
Omega Advisors, Inc. 795,020 (4)(5) 9.9%
Wall Street Plaza
88 Pine Street
New York, NY 10005
Directors and Executive Officers:
Kenneth A. Buckfire 1,000 *
Walter H. Goodenough 1,000 *
Andrew J. Kurtz 1,720,530 (6) 21.5%
John A. Tillinghast 1,000 *
Frank W. Getman, Jr. 0 0
All directors and
executive officer
as a group
(5 individuals) 1,723,530 (6) 21.5%
* Percentage is less than 1% of the total number of
outstanding shares of Common Stock of the Company.
(1) The number of shares of Common Stock beneficially owned by
each person or entity is determined under rules promulgated
by the Securities and Exchange Commission (the "Commission").
Under such rules, beneficial ownership includes any shares as
to which the person or entity has sole or shared voting power
or investment power, and also includes any shares which the
person or entity has the right to acquire within 60 days
after December 18, 1995. Unless otherwise indicated, each
person or entity referred to above has sole voting and
investment power with respect to the shares listed. The
inclusion herein of any shares deemed beneficially owned does
not constitute an admission of beneficial ownership of such
shares.
(2) Number of shares deemed outstanding includes 7,999,998
shares outstanding as of December 18, 1995, plus any shares
subject to options held by the person or entity in question
that are currently exercisable or exercisable within 60 days
after December 18, 1995.
(3) Includes shares of Common Stock held by Westgate
International, L.P. (287,212 shares) and by Manchester
Securities Corp. (222,157 shares), both of which are
affiliated with Elliott Associates, L.P.
(4) These stockholders may be deemed to be a group for
purposes of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended.
(5) Consists of shares of Common Stock held by the following
entities: Omega Overseas Partners, L.P. (382,460 shares),
The Common Fund (224,120 shares), Goldman Sachs & Co. Profit
Sharing Master Trust (78,400 shares), Omega Overseas Partners
II, Ltd. (57,380 shares) and Haussman Holdings, N.V. (52,660
shares). Omega Advisors, Inc. has sole power to vote and
sole power to dispose of all shares of Common Stock of the
Company held by Omega Overseas Partners, Ltd. and Omega
Overseas Partners II, Ltd. Omega Advisors, Inc. has shared
power to vote and to dispose with respect to all shares of
Common Stock held by each of The Common Fund, Haussman
Holdings, N.V. and Goldman Sachs & Co. Profit Sharing Master
Trust.
(6) Represents shares held by Elliott Associates, L.P.
(1,211,161 shares), Westgate International, L.P.
(287,212 shares) and Manchester Securities Corp.
(222,157 shares), stockholders of the Company. Mr.
Kurtz is a director of Elliott Associates, L.P., shares
voting and investment power with respect to the shares
of Common Stock held by Elliott Associates, L.P.,
Westgate International, L.P. and Manchester Securities
Corp., and disclaims beneficial ownership of all shares
owned by each of such stockholders.
Delinquent Filing of Forms 4
Based solely on its review of copies of reports filed by
reporting persons of the Company pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or written representations from certain reporting persons
that no Form 5 filing was required for such person, the Company
believes that all filings required to be made by reporting
persons of the Company were timely made in accordance with the
requirements of the Exchange Act.
APPROVAL OF CERTAIN AMENDMENTS TO THE
COMPANY'S RESTATED ARTICLES OF INCORPORATION
On November 1, 1995, the Board of Directors unanimously
voted to recommend to the stockholders that the Company's
Restated Articles of Incorporation be amended in order to effect
the following four amendments:
1. Increase the Number of Authorized Shares of Common StockFrom
8,000,000 Shares to 20,000,000 Shares.
The Board of Directors has recommended that Article FOURTH
of the Company's Restated Articles of Incorporation be amended
to increase the number of authorized shares of Common Stock
from 8,000,000 to 20,000,000 shares. The authorized shares of
Common Stock of the Company currently consist of 8,000,000
shares, $.01 par value per share, of which 7,999,998 shares were
issued and outstanding as of December 18, 1995. The Board of
Directors believes that the increase in the number of authorized
shares of Common Stock is needed to provide sufficient shares
for management incentive plans (including the 1995 Stock Option
Plan, which was approved by the Board of Directors on November
1, 1995 and will be considered by the stockholders at the 1996
Annual Meeting of Stockholders), potential financings (including
the PECO Warrant (as defined below)) and general corporate
purposes.
If the proposed amendment to Article FOURTH of the
Company's Restated Articles of Incorporation is adopted by the
stockholders, the additional shares of Common Stock would be
available for issuance in the future for corporate purposes,
including, without limitation, financings, acquisitions, joint
ventures, stock splits, stock dividends and management incentive
and employee benefit plans, as the Board of Directors may deem
advisable, without the necessity of further stockholder action.
Any issuance of additional shares of Common Stock, while
providing desired flexibility in connection with possible
acquisitions and other corporate purposes, would have the effect
of diluting the Company's current stockholders and could have
the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from attempting to
acquire, control of the Company.
On November 3, 1995, the Company and PECO Energy Company
("PECO") simultaneously entered into a Services Agreement and
Warrant Purchase Agreement pursuant to which the Company
appointed PECO as its exclusive agent to market the Company's
uncommitted portion of electricity generated by the Seabrook
Nuclear Power Station ("Seabrook") and PECO agreed to purchase
from the Company a warrant (the "PECO Warrant") to purchase
420,000 shares of the Company's Common Stock (the "Warrant
Shares").
The exercise price for the Warrant Shares is the greater of
$9.75 per share or the highest price at which a share of the
Company's common stock has traded on the National Association of
Securities Dealers National Market from the date on which an
amendment to the Company's Certificate of Incorporation is filed
with the New Hampshire Secretary of State which increases the
number of the Company's authorized shares of common stock to a
number sufficient to permit the Company to reserve shares for
issuance pursuant to the PECO Warrant through the date on which
PECO exercises the PECO Warrant. PECO has agreed to pay a
purchase price of $1,000,000 for the PECO Warrant.
If PECO purchases the Warrant Shares, the $1,000,000
purchase price for the PECO Warrant will be credited toward the
purchase price of the Warrant Shares. If PECO does not purchase
the Warrant Shares, the purchase price for the PECO Warrant is
wholly or partially refundable only if the Company terminates
the Services Agreement under certain limited circumstances
provided for in the Services Agreement.
The PECO Warrant expires upon the earliest to occur of:
(1) September 30, 1996, if the Seabrook capacity factor for the
period from the date PECO begins to provide services under the
Services Agreement (the "Service Commencement Date") through
September 15, 1995 is equal to or greater than 60%; (2) December
31, 1996, if the Seabrook capacity factor for the period from
the Service Commencement Date through December 15, 1996 is equal
to or greater than 60%; (3) two business days following the
first date after December 31, 1996, the Seabrook capacity factor
for the immediately preceding 12 months is equal to or greater
than 60%; or (4) December 31, 1997.
The conditions to closing the Warrant Purchase Agreement
are not yet satisfied. Issuance of the PECO Warrant requires
approval of the New Hampshire Public Utilities Commission (the
"PUC") and stockholder approval of this proposal to increase the
number of authorized shares of Common Stock. The Company has
requested New Hampshire PUC approval. The Company is also
requesting stockholders to approve an amendment at the Meeting
eliminating the stockholders' preemptive rights pursuant to
Section 15 of Chapter 369 of the New Hampshire Revised Statutes
Annotated, as described in proposal 4 below. The Warrant
Purchase Agreement was amended on November 27, 1995 to include
stockholder approval of the increase of authorized shares of
Common Stock and waiver of preemptive rights as a condition to
the sale of the PECO Warrant.
Other than in connection with existing management incentive
and employee benefit plans, the proposed 1995 Stock Option Plan
and the PECO Warrant, there are no existing plans,
understandings or agreements for the issuance of any shares of
Common Stock. If proposal 4 below (relating to the elimination
of preemptive rights pursuant to Section 15 of Chapter 369 of
the New Hampshire Revised Statutes Annotated) is approved,
holders of Common Stock will have no preemptive rights with
respect to any shares which may be issued in the future.
The Company is not aware of any attempts on the part of a
third party to effect a change of control of the Company and the
increase in the number of shares of Common Stock has been
proposed for the reasons stated above and not for any possible
anti-takeover effects that it may have.
Board Recommendation
The Board of Directors believes the adoption of this
amendment is in the best interests of the Company and its
stockholders and recommends a vote FOR the adoption of this
proposed amendment.
2. Authorize the issuance of up to 5,000,000 shares of
undesignated Preferred Stock, the terms and rights of which may
be designated from time to time by the Board of Directors.
The Board of Directors has recommended that Article FOURTH
of the Company's Restated Articles of Incorporation be amended
to provide for the issuance of up to 5,000,000 shares of
undesignated Preferred Stock. If the proposed amendment is
adopted by the stockholders, as is the case with shares of
Common Stock described above, the shares of undesignated
Preferred Stock would be available for issuance in the future
for corporate purposes, including, without limitation,
financings, acquisitions, joint ventures, stock splits, stock
dividends and management incentive and employee benefit plans,
as the Board of Directors may deem advisable, without the
necessity of further stockholder action. Any issuance of
additional shares of Preferred Stock, while providing desired
flexibility in connection with possible acquisitions and other
corporate purposes, would have the effect of diluting the
Company's current stockholders and could have the effect of
making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control
of the Company. There is no existing plan, understanding or
agreement for the issuance of any shares of Preferred Stock.
The Company is not aware of any attempts on the part of a
third party to effect a change of control of the Company and the
authorization of the undesignated shares of Preferred Stock has
been proposed for the reasons stated above and not for any
possible anti-takeover effects that it may have.
Board Recommendation
The Board of Directors believes the adoption of this
amendment is in the best interests of the Company and its
stockholders and recommends a vote FOR the adoption of this
proposed amendment.
3. To Delete Section 1 of Article SEVENTH, Which Requires the
Affirmative Vote of the Holders of at Least 75% of the Shares of
Capital Stock Issued and Outstanding to Amend, Repeal or Adopt
any Provision Inconsistent with the Articles of Incorporation.
The Board of Directors has recommended that Article SEVENTH
of the Company's Restated Articles of Incorporation be amended
by deleting Section 1 thereof, which requires the affirmative
vote of the holders of at least 75% of the shares of capital
stock issued and outstanding to amend, repeal or adopt any
provision inconsistent with the Articles of Incorporation. The
proposed amendment to the Restated Articles of Incorporation
would eliminate a supermajority voting provision which currently
requires the affirmative vote of the holders of at least 75% of
the outstanding shares of capital stock of the Company in order
to amend or repeal, or to adopt any provision inconsistent with,
(i) the Restated Articles of Incorporation, and (ii) certain
specified portions of the By-laws of the Company. Current
Sections 2 and 3 of Article SEVENTH would be renumbered as 1 and
2, respectively. The supermajority provision was included in
the Restated Articles of Incorporation in connection with the
approval of the Company's Chapter 11 Plan of Reorganization and
its emergence from bankruptcy in November 1994. The Company's
Plan of Reorganization provided for the sale of 60% of the
reorganized company's outstanding shares. At the time the
supermajority voting provision was first included in the then
proposed Restated Articles of Incorporation, it was possible
that a single institutional investor would purchase the entire
60%. The supermajority voting provision was intended to prevent
an institutional stockholder from effectively controlling the
Company.
Although it was ultimately two institutional investors that
purchased the shares which were sold to finance the plan of
reorganization, the supermajority voting provision remained in
the Restated Articles of Incorporation. Following the Company's
emergence from bankruptcy, one of the institutional stockholders
has sold shares of Common Stock representing approximately 11.2%
of the Company's issued and outstanding shares as of December
18, 1995. As a result, no single stockholder owns more than 34%
of the Company's issued and outstanding shares. The
supermajority voting provision is no longer required to prevent
a single stockholder from controlling the Company. The
elimination of the supermajority voting provision will
facilitate the amendment or repeal of the Restated Articles of
Incorporation and certain provisions of the By-laws and may make
it easier for a third party to acquire sufficient shares to
control the Company. The Company is not aware of any existing
plan, understanding or agreement by or among existing
stockholders of the Company to acquire sufficient shares to
control the Company.
Board Recommendation
The Board of Directors believes the adoption of this
amendment is in the best interests of the Company and its
stockholders and recommends a vote FOR the adoption of this
proposed amendment.
4. To add to Article SEVENTH a provision eliminating any
preemptive rights of the Company's stockholders to acquire
shares issued by the Company.
The Board of Directors has recommended that a new section
be added at the end of Article SEVENTH of the Company's Restated
Articles of Incorporation that expressly eliminates the
preemptive rights of the Company's stockholders to acquire
shares issued by the Company. Section 15 of Chapter 369 of the
New Hampshire Revised Statutes Annotated provides stockholders
of a public utility, such as the Company, with preemptive rights
with respect to the issuance of additional shares or securities
convertible into shares of such capital stock, unless the
Articles of Incorporation have limited or eliminated such
rights. The Board of Directors believes it is in the best
interests of the Company and its stockholders that the Company
have the flexibility to issue additional shares of Common Stock,
Preferred Stock or other securities in connection with
financings, acquisitions, management incentive and employee
benefit plans and other such circumstances without incurring the
significant delay and expense of seeking waivers from the
stockholders of the Company of their preemptive rights to
purchase shares in such issuances. The Board believes that such
a delay would adversely affect the Company's ability to
consummate such transactions in a timely manner and on favorable
terms to the Company.
The text of such amendment is attached as Exhibit A to this
Proxy Statement.
Board Recommendation
The Board of Directors believes the adoption of this
amendment is in the best interests of the Company and its
stockholders and recommends a vote FOR the adoption of this
proposed amendment.
OTHER MATTERS
The Board of Directors does not know of any other matters
which may come before the meeting. However, if any other
matters are properly presented to the meeting, it is the
intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on
such matters.
All costs of solicitation of proxies will be borne by the
Company. In addition to solicitations by mail, the Company's
directors, officers and regular employees, without additional
remuneration, may solicit proxies by telephone, telegraph and
personal interviews. Brokers, custodians and fiduciaries will
be requested to forward proxy soliciting material to the owners
of stock held in their names. The Company will reimburse banks
and brokers for their reasonable out-of-pocket expenses incurred
in connection with the distribution of proxy materials.
Deadline for Submission of Stockholder Proposals for the
1996 Annual Meeting
Proposals of stockholders intended to be presented at the
1996 Annual Meeting of Stockholders must be received by the
Company at its principal office in Portsmouth, New Hampshire not
later than January 12, 1996 for inclusion in the proxy statement
for that meeting.
By Order of the Board of Directors,
Frank W. Getman, Jr., Secretary
December 22, 1995
THE MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION
WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY
VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR
PROXIES.
EXHIBIT A
Text of Amendment to Article SEVENTH of
the Restated Articles of Incorporation
Eliminating Preemptive Rights
Article SEVENTH of the Restated Articles of Incorporation
is hereby amended by the addition of the following:
4. No Preemptive Rights. Shareholders shall have no
preemptive rights to acquire unissued or treasury shares, or
securities convertible into such shares or carrying a right
to subscribe to or acquire shares.
GREAT BAY POWER CORPORATION
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
To be held January 18, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE COMPANY AND SHOULD BE
RETURNED AS SOON AS POSSIBLE TO BOSTON
FINANCIAL DATA SERVICES, INC.
The undersigned, having received notice of the meeting and
management's proxy statement therefor, and revoking all prior
proxies, hereby appoint(s) John A. Tillinghast and Frank W.
Getman, Jr., and each of them, attorneys or attorney of the
undersigned (with full power of substitution in them and each of
them) for and in the name(s) of the undersigned to attend the
Special Meeting of Stockholders of GREAT BAY POWER CORPORATION
(the "Company") to be held at the Offices of Hale and Dorr, 60
State Street, Boston, MA 02109, in the__________Room, on
Thursday, January 18, 1996, at 10:00 a.m., Eastern Standard Time,
and any adjourned sessions thereof, and there to vote and act
upon the following matters in respect of all shares of stock of
the Company which the undersigned will be entitled to vote or act
upon, with all the powers the undersigned would possess if
personally present.
In their discretion, the proxies are authorized to
vote upon such other matters as may properly come before
the meeting or any adjournment thereof.
The proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. The Shares
represented by this Proxy will be voted as directed by the
undersigned. If no direction is given with respect to any
proposal, this proxy will be voted for such proposal.
Attendance of the undersigned at the meeting or a any adjournment
thereof will not be deemed to revoke this proxy unless the
undersigned shall revoke this proxy in writing.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
1. To approve an amendment to the Company's Restated Articles
of Incorporation which increases the number of authorized
shares of Common Stock from 8,000,000 to 20,000,000 shares,
all as set forth in more detail in the accompanying Proxy
Statement.
+---+ +---+ +---+
| | FOR | | AGAINST | | ABSTAIN
+---+ +---+ +---+
2. To approve an amendment to the Company's Restated Articles
of Incorporation to authorize the issuance of up to
5,000,000 shares of undesignated Preferred Stock, the terms
and rights of which may be designated from time to time by
the Board of Directors, all as set forth in more detail in
the accompanying Proxy Statement.
+---+ +---+ +---+
| | FOR | | AGAINST | | ABSTAIN
+---+ +---+ +---+
3. To approve an amendment to the Company's Restated Articles
of Incorporation to delete Section 1 of Article SEVENTH,
which requires the affirmative vote of the holders of at
least 75% of the shares of capital stock issued and
outstanding to amend, repeal or adopt any provision
inconsistent with the Articles of Incorporation, all as set
forth in more detail in the accompanying Proxy Statement.
+---+ +---+ +---+
| | FOR | | AGAINST | | ABSTAIN
+---+ +---+ +---+
4. To approve an amendment to the Company's Restated Articles
of Incorporation to add to Article SEVENTH a provision
eliminating any preemptive rights of the Company's
stockholders to acquire shares issued by the Company, all as
set forth in more detail in the accompanying Proxy Statement.
+---+ +---+ +---+
| | FOR | | AGAINST | | ABSTAIN
+---+ +---+ +---+
5. To transact such other business as may properly come before
the meeting or any adjournment thereof.
+---+ +---+ +---+
| | FOR | | AGAINST | | ABSTAIN
+---+ +---+ +---+
MARK HERE MARK HERE
FOR ADDRESS +---+ IF YOU PLAN +---+
CHANGE AND | | TO ATTEND | |
NOTE AT LEFT +---+ THE MEETING +---+
Dated: ______________________, 1996
__________________________________
Signature
__________________________________
Signature if held jointly
PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. WHEN SHARES ARE
HELD BY JOINT OWNERS, BOTH SHOULD
SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME
BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.