Travel Ports of America, Inc.
3495 Winton Place, Building C
Rochester, New York 14623
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
October 28, 1997
The Annual Meeting of the Shareholders of Travel Ports of America, Inc., a
New York corporation, will be held at the Gateway Banquet & Conference Center,
4853 West Henrietta Road, Henrietta, New York 14467, on Tuesday, October 28,
1997, at 9:00 a.m. (local time), for the purpose of considering and acting
upon the following:
1. The election of directors;
2. The transaction of such other business as properly may come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on September 12, 1997 are
entitled to notice of and to vote at the meeting.
Shareholders are cordially invited to attend the Annual Meeting. However,
whether or not you plan to attend, you are urged to sign, date and return
promptly the enclosed proxy in the accompanying envelope.
By Order of the Board of Directors
William Burslem III
Secretary
September 29, 1997
TRAVEL PORTS OF AMERICA, INC.
3495 Winton Place, Building C
Rochester, New York 14623
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 28, 1997
This proxy statement is furnished to the shareholders of Travel Ports
of America, Inc. in connection with the solicitation of proxies for use at
the Annual Meeting of Shareholders to be held October 28, 1997, and at all
adjournments thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders.
Whether or not you expect to be personally present at the meeting,
you are requested to fill in, sign, date, and return the enclosed form of
proxy. Any person giving such proxy has the right to revoke it at any time
before it is voted. All shares represented by duly executed proxies in the
accompanying form will be voted unless they are revoked prior to the voting
thereof.
The close of business on September 12, 1997 is the record date for
the determination of shareholders entitled to vote at the Annual Meeting of
the Shareholders. The stock transfer books will not be closed. As of July 15,
1997, there were outstanding and entitled to be voted at such meeting
5,582,765 shares of Common Stock. The holders of the Common Stock are
entitled to one vote for each share of Common Stock held on the record date.
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended April 30, 1997, has been included with this proxy statement and
the accompanying proxy.
The solicitation of the accompanying proxy is made by the Board of
Directors of the Company. The solicitation will be by mail and the expense
thereof will be paid by the Company. In addition, solicitation of proxies
may be made by telephone or telegram by officers or regular employees of the
Company.
ELECTION OF DIRECTORS
Nominees for Election as Directors
Seven directors of the Company are to be elected to hold office until
the next annual election and until their respective successors have been duly
elected and qualified. Certain information with respect to the nominees for
election of directors proposed by the Company is set forth below. Should any
one or more of the persons named be unable or unwilling to serve (which is
not expected), the proxies (except proxies marked to the contrary) will be
voted for such other person or persons as the Board of Directors of the
Company may recommend.
The Board of Directors recommends a Vote FOR the election of all
nominees for director.
Biographical Summaries of Nominees
Served as
Name, Principal Occupation Age Director Since
E. Philip Saunders, Chairman of The Board of Directors
of the Company and Chief Executive Officer 60 1979
John M. Holahan, President of the Company 57 1979
William Burslem III, Vice President, Secretary and
Treasurer of the Company 53 1991
Dante Gullace, Attorney-at-Law * 65 1979
William A. DeNight, Independent Business Consultant 63 1986
John F. Kendall, Chief Operating Officer of Perk
Development Corporation * 54 1988
Wm. Patrick Marchbanks, President of Marchbanks Truck
Service Inc. and Travel Plaza Network, Inc. 42 1997
* Member of the Audit Committee of the Board of Directors
Mr. Saunders has been Chairman of the Board of Directors and Chief
Executive Officer of the Company for more than five years. In addition to
his relationship with the Company, he is the Chief Executive Officer of
Sugar Creek Corporation, which operates, through subsidiaries, convenience
stores and a petroleum distribution business.
Mr. Holahan has been President and Chief Operating Officer of the
Company for more than five years.
Mr. Burslem has been the Vice President, Finance; Secretary; and
Chief Financial Officer of the Company for more than five years. He has been
Treasurer since March 1996.
Mr. Gullace has been a member of the firm of Gullace, Easton & Weld,
the Company's counsel, for more than five years.
Mr. DeNight has acted as an independent business consultant,
primarily in the transportation industry, for more than five years.
Mr. Kendall has been Chief Operating Officer of Perk Development
Corporation, which is engaged in the operation of several Perkins Family
Restaurants, for more than five years.
Mr. Marchbanks has been President of Marchbanks Truck Service, Inc.,
a truck stop doing business as Bear Mountain Travel Stop in Bakersfield,
California, for more than five years. Since January 1995, Mr. Marchbanks has
also been President of Travel Plaza Network, Inc. which publishes a
recreational vehicle travel guide to America's finest travel plazas.
PRINCIPAL SHAREHOLDERS
Under the regulations of the Securities and Exchange Commission,
persons who have power to vote or dispose of shares of the Company, either
alone or jointly with others, are deemed to be beneficial owners of such
shares.
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of August 8, 1997 by (i) each person
known by the Company to own, beneficially, more than 5% of its outstanding
Common Stock, (ii) each director of the Company other than the directors
named under (i) below, and (iii) all officers and directors of the Company
as a group:
Number of Shares
Name (1) Beneficially Owned % of Class
(i) E. Philip Saunders 1,696,000(2) 30.38%
Phoenix Associates II 680,308 12.19%
John M. Holahan 535,300(3) 9.59%
(ii) William A. DeNight 106 less than 1%
John F. Kendall 500 less than 1%
Wm. Patrick Marchbanks 6,466 less than 1%
William Burslem III 530(4) less than 1%
(iii) All Officers and Directors as a group,
including those named above 2,238,902(2,3,4) 40.10%
(1) Unless otherwise noted, the shareholders referred to above have sole
voting and investment power with respect to the Common Stock which
they own.
(2) Does not include (a) 106,007 shares into which Convertible Debentures
held by Mr. Saunders may be converted or (b) 1,060 shares available
if Mr. Saunders exercises warrants that he holds.
(3) Does not include (a) options to purchase 407,400 shares, granted to
Mr. Holahan under the Company's Incentive Stock Option Plans,
discussed below or (b) 17,668 shares into which Convertible
Debentures held by Mr. Holahan may be converted.
(4) Does not include options to purchase 58,913 shares, granted to Mr.
Burslem under the Company's Incentive Stock Option Plans, discussed
below.
CERTAIN BUSINESS RELATIONSHIPS
In March 1984, the Company entered into a 20-year sublease with
Maybrook Realty, Inc., a corporation owned by Mr. Saunders and another
individual, for its Maybrook, New York travel plaza. The lease expires in
March 2004 and provides for the Company to pay rent at the rate of $37,500
per month, plus all utilities, taxes, and other charges and expenses related
to the property. The future minimum rental commitment for the non-cancelable
lease amounts to $262,500 during the balance of fiscal 1997/98, $450,000 in
fiscal 1998/99, $450,000 in fiscal 1999/00, and $1,762,500 for the remaining
term of the lease. The Company has three five-year-renewal options at
monthly rentals of $41,250 (during the first renewal term), $45,375 (during
the second renewal term), and $49,912 (during the third renewal term). The
Company also has an option to purchase the travel plaza for $3,500,000 at
the end of the original term or any renewal term. On the basis of its
experience with other truck stops, the Company believes that the terms of
this lease are at least as favorable as terms that could have been obtained
for a similar facility from a disinterested landlord in arms' length
negotiations.
On May 1, 1986, the Company purchased its Belmont, New York facility
from a corporation owned by Mr. Saunders and another individual. The
facility was purchased for $450,000 cash, with an additional agreement by
the Company to pay $150,000 more out of future earnings of the facility. To
date, the Company has paid $123,127 of the additional price. On the basis of
its experience with other truck stops, the Company believes the acquisition
terms are at least as favorable as terms that could have been obtained for a
similar facility from a disinterested seller in arms' length negotiations.
In January 1996, the Company entered into a 10-year agreement with
Griffith Oil Co., Inc. ("Griffith Oil"), a subsidiary of Sugar Creek
Corporation (a corporation owned by Mr. Saunders), pursuant to which
Griffith Oil supplies diesel fuel to the Company's facilities in Dansville,
Binghamton, and Belmont, New York. These three locations represent
approximately 11% of the Company's total requirements for diesel fuel. The
agreement provides for the Company to purchase diesel fuel for Griffith
Oil's cost, plus trucking, plus a fixed margin equal to $.01 per gallon. The
Company may purchase diesel fuel for other locations from Griffith Oil on
the same basis. In addition, the Company purchases diesel fuel at its
Berwick, Pennsylvania bulk fuel facility from Griffith Oil pursuant to an
agreement that can be canceled at any time. Under this agreement, the
Company purchases product for Griffith Oil's cost plus $.0025 per gallon.
During the fiscal year ended April 30, 1997, the Company purchased
approximately $32,440,000 in petroleum products from Griffith Oil pursuant
to these arrangements and through other open market purchases. On the basis
of its experience in purchasing from other suppliers and its continuous
review of the markets, the Company believes that the terms of these
agreements are as favorable to the Company as the terms available from any
other supplier of petroleum products.
The Company retained Mr. Gullace's law firm as its general counsel
in fiscal year 1996/97 and continues to retain them in 1997/98.
Board of Directors and Committees
There were three meetings of the Board of Directors during the
fiscal year ended April 30, 1997. All directors attended each meeting except
John O. Eldredge who resigned prior to the March 1997 meeting. Wm. Patrick
Marchbanks was appointed to the Board of Directors at the March 1997 meeting
to replace Mr. Eldredge. Each non-employee director is currently paid $1,000
plus his expenses for attendance at each Board and committee meeting. The
Board has only one committee, the Audit Committee. Except as described
below, all of the remaining functions of the Board are performed by the full
Board. All Directors filed the necessary forms with the Securities and
Exchange Commission on time.
The functions of the Audit Committee are to review the Company's
reports to the shareholders with management and the independent auditors to
assure that appropriate disclosure is made; to recommend the firm of
independent auditors for appointment to perform the annual audit; to review
and approve the scope of the independent auditors' work; to review the
effectiveness of the Company's internal controls; and related matters. The
Committee met with the Company's chief financial officer two times and met
with the Company's independent auditors once during the fiscal year ended
April 30, 1997.
Executive Compensation
The following table sets forth information concerning the cash
compensation paid or accrued by the Company for the Chief Executive Officer
and each executive officer who received total compensation in excess of
$100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual
Position Year Salary ($) Bonus($) Compensation
($)
E. Philip Saunders 1997 None 79,830 123,800
CEO (1) 1996 None 79,641 123,800
1995 None 81,016 123,800
John M. Holahan 1997 200,000 167,528 None
President and COO 1996 194,029 166,534 None
1995 187,720 173,771 None
William Burslem III 1997 108,404 47,000 None
Vice President, CFO, 1996 103,396 46,900 None
Secretary and Treasurer 1995 102,012 48,864 None
(1) See Report of the Board of Directors on Executive Compensation
There was no Long Term Compensation or Other Compensation of any
kind paid or accrued. The Option/SAR Grants in the last fiscal year are
detailed in the schedule below. There were no Aggregated Option/SAR
Exercises in the last fiscal year. There were no Long-term Incentive Plans -
Awards in the last fiscal year. The Company has no Pension Plan. There were
no Ten-year Option/SAR Repricings in the last fiscal year. There were no
other New Plan Benefits in the last fiscal Year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Individual Grants Annual Rates of
%of Total Options/SARs Stock Price
Options/SARs Granted to Employees Exercise Expiration
Name Granted in Fiscal Year Price Date 5% 10%
E. Philip
Saunders None None None N/A N/A N/A
John M.
Holahan 95,400 55% $2.59 06/27/06 $141,200 $371,100
William
Burslem
III 6,283 4% $2.59 06/27/06 $ 9,300 $24,400
William
Burslem
III 5,300 3% $2.36 03/25/07 $ 9,100 $21,800
Options granted and exercise price have been adjusted for 6% stock dividend
issued April 28, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND APRIL 30, 1997 OPTION/SAR VALUES
Value of
Number of Unexercised
Shares Acquired Value Options/SARs Options/SARs
Name on Exercise Realized at April 30, 1997 at April 30, 1997
E. Philip
Saunders None N/A None N/A
John M.
Holahan None N/A 307,400 $53,000
William
Burslem
III 9,300 $17,650 43,913 $26,595
Options granted and exercise price have been adjusted for 6% stock dividend
issued April 28, 1997.
Performance Chart (1)
The following chart compares the five-year cumulative total returns
of Travel Ports of America, Inc. (2) to the CRSP Index for NASDAQ Stock
Market (US Companies) and the CRSP Index for NASDAQ Trucking &
Transportation Stocks. Travel Ports of America, Inc. does not have a peer
group that publishes information that could be used for a comparison. The
NASDAQ Trucking & Transportation Stock was used for our peer comparison.
The Chart inserted in the Proxy Statement at this point reflects a
graph comparing Travel Ports of America, Inc. to the NASDAQ Stock Market
(US Companies) and NASDAQ Trucking & Transportation Stocks.
(1) Pursuant to Proxy Rules, this section of the Proxy Statement in not
deemed filed with the SEC and is not incorporated by reference to the
Company's Report on Form 10-K.
(2) Assumes the value of the investment in the Company's common stock and
each index was $100.00 on April 30, 1992 and that any dividends were
reinvested.
Report of the Board of Directors on Executive Compensation
There is no Compensation Committee as the total Board acts on
matters of compensation. The Board reviews annually the compensation of the
Officers. This review takes into account the performance of the Company over
the past year and three year periods and a projection for future performance
over the next three years.
The CEO does not receive a salary from the Company. His compensation
is based upon a consulting agreement. This agreement provides a monthly
payment of $10,316.67 and a bonus based upon the earnings of the Company.
The bonus section of the agreement ties a significant portion of his
compensation to the earnings of the Company.
The following are members of the Board: E. Philip Saunders, John M.
Holahan, William Burslem III, Dante Gullace, William A. DeNight, John F.
Kendall and Wm. Patrick Marchbanks.
Incentive Stock Option Plans
On July 7, 1986, the Company adopted the Incentive Stock Option Plan
(the "ISO Plan") applicable to officers and key employees of the Company.
The ISO Plan authorizes the issuance of options to purchase an aggregate of
180,000 shares of the Company's Common Stock. Options granted pursuant to
the ISO Plan are intended to constitute incentive stock options under the
Internal Revenue code of 1954, as amended. Under the ISO Plan, options may
be granted at not less than 100% (110% in the case of 10% shareholders) of
the fair market value of the Company's Common Stock on the date of grant,
and the value of the options exercised by any one employee may not exceed
$100,000 per year, plus certain carryovers from prior years. Options may not
be granted more than ten years from the ISO Plan date. Options granted under
the ISO Plan must be exercised, if at all, within ten years from the date of
grant. The Shares of Common Stock acquired through exercise of an option may
not be sold for at least two years from the date of the grant of the option,
or one year after the transfer of the shares to the optionee, which ever is
later. Further, the optionee may not transfer any option except by will or
by the laws of descent and distribution. Options granted under the ISO Plan
must be exercised, if at all, within three months after termination of
employment for any reason other than death or disability and within one year
after termination of employment due to death or disability. The Board of
Directors of the Company has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
As of August 8, 1997, options are outstanding as follows: Mr.
Burslem -- 31,732 shares; all executive officers as a group - 31,732 shares;
and all other employees as a group -- 113,685. During the fiscal year ended
April 30, 1997, 9,436 options were granted, 6,500 options were exercised and
2,000 options were terminated. This Plan terminated on July 7, 1996. Options
can be exercised or terminated under this Plan but no further options can be
granted. Additional shares amounting to 8,131 were added to outstanding
options as a result of the 6% stock dividend distributed on April 28, 1997.
On October 29, 1991, the Company adopted the 1991 Incentive Stock
Option Plan (the "1991 ISO Plan") applicable to officers and key employees
of the Company. The 1991 ISO Plan authorizes the issuance of options to
purchase an aggregate of 100,000 shares of the Company's Common Stock.
Options granted pursuant to the 1991 ISO Plan are intended to constitute
incentive stock options under the Internal Revenue code of 1986, as amended.
Under the 1991 ISO Plan, options may be granted at not less than 100% (110%
in the case of 10% shareholders) of the fair market value of the Company's
Common Stock on the date of grant, and the value of the options exercised by
any one employee may not exceed $100,000 per year, plus certain carryovers
from prior years. Options may not be granted more than ten years from the
1991 ISO Plan date. Options granted under the 1991 ISO Plan must be
exercised, if at all, within ten years from the date of grant. The Shares of
Common Stock acquired through exercise of an option may not be sold for at
least two years from the date of the grant of the option, or one year after
the transfer of the shares to the optionee, which ever is later. Further,
the optionee may not transfer any option except by will or by the laws of
descent and distribution. Options granted under the 1991 ISO Plan must be
exercised, if at all, within three months after termination of employment
for any reason other than death or disability and within one year after
termination of employment due to death or disability. The Board of Directors
of the Company has the power to impose additional limitations, conditions
and restrictions in connection with the grant of any option.
As of August 8, 1997, options are outstanding as follows: Mr.
Burslem - 1,062 shares; all executive officers as a group - 1,062; and all
other employees as a group - 69,360. During the fiscal year ended April 30,
1997, 1,062 options were granted, 12,800 options were exercised and no
options were terminated. Additional shares amounting to 3,360 were added to
outstanding options as a result of the 6% stock dividend distributed on
April 28, 1997.
On October 26, 1993, the Company adopted the 1993 Incentive Stock
Option Plan (the "1993 ISO Plan") applicable to officers and key employees
of the Company. The 1993 ISO Plan authorizes the issuance of options to
purchase an aggregate of 200,000 shares of the Company's Common Stock.
Options granted pursuant to the 1993 ISO Plan are intended to constitute
incentive stock options under the Internal Revenue code of 1986, as amended.
Under the 1993 ISO Plan, options may be granted at not less than 100% (110%
in the case of 10% shareholders) of the fair market value of the Company's
Common Stock on the date of grant, and the value of the options exercised by
any one employee may not exceed $100,000 per year, plus certain carryovers
from prior years. Options may not be granted more than ten years from the
1993 ISO Plan date. Options granted under the 1993 ISO Plan must be
exercised, if at all, within ten years from the date of grant. The Shares of
Common Stock acquired through exercise of an option may not be sold for at
least two years from the date of the grant of the option, or one year after
the transfer of the shares to the optionee, which ever is later. Further,
the optionee may not transfer any option except by will or by the laws of
descent and distribution. Options granted under the 1993 ISO Plan must be
exercised, if at all, within three months after termination of employment
for any reason other than death or disability and within one year after
termination of employment due to death or disability. The Board of Directors
of the Company has the power to impose additional limitations, conditions
and restrictions in connection with the grant of any option.
As of August 8, 1997, options are outstanding as follows: Mr.
Burslem -- 5,819 shares, Mr. Holahan -- 106,000 shares; all executive
officers as a group -- 111,819; and all other employees as a group --
97,520. During the fiscal year ended April 30, 1997, 15,490 options were
granted, 1,000 options were exercised and 1,500 options were terminated.
Additional shares amounting to 11,849 were added to outstanding options as a
result of the 6% stock dividend distributed on April 28, 1997.
On October 24, 1995, the Company adopted the 1995 Incentive Stock
Option Plan (the "1995 ISO Plan") applicable to officers and key employees
of the Company. The 1995 ISO Plan authorizes the issuance of options to
purchase an aggregate of 200,000 shares of the Company's Common Stock.
Options granted pursuant to the 1995 ISO Plan are intended to constitute
incentive stock options under the Internal Revenue code of 1986, as amended.
Under the 1995 ISO Plan, options may be granted at not less than 100% (110%
in the case of 10% shareholders) of the fair market value of the Company's
Common Stock on the date of grant, and the value of the options exercised by
any one employee may not exceed $100,000 per year, plus certain carryovers
from prior years. Options may not be granted more than ten years from the
1995 ISO Plan date. Options granted under the 1995 ISO Plan must be
exercised, if at all, within ten years from the date of grant. The Shares of
Common Stock acquired through exercise of an option may not be so ld for at
least two years from the date of the grant of the option, or one year after
the transfer of the shares to the optionee, which ever is later. Further,
the optionee may not transfer any option except by will or by the laws of
descent and distribution. Options granted under the 1995 ISO Plan must be
exercised, if at all, within three months after termination of employment
for any reason other than death or disability and within one year after
termination of employment due to death or disability. The Board of Directors
of the Company has the power to impose additional limitations, conditions
and restrictions in connection with the grant of any option.
As of August 8, 1997, options are outstanding as follows: Mr.
Holahan -- 201,400 shares; all executive officers as a group -- 201,400; and
all other employees as a group -- 10,600. During the fiscal year ended April
30, 1997, 100,000 options were granted, no options were exercised and no
options were terminated. Additional shares amounting to 12,000 were added to
outstanding options as a result of the 6% stock dividend distributed on
April 28, 1997.
On October 22, 1996, the Company adopted the 1996 Incentive Stock
Option Plan (the "1996 ISO Plan") applicable to officers and key employees
of the Company. The 1996 ISO Plan authorizes the issuance of options to
purchase an aggregate of 500,000 shares of the Company's Common Stock.
Options granted pursuant to the 1996 ISO Plan are intended to constitute
incentive stock options under the Internal Revenue code of 1986, as amended.
Under the 1996 ISO Plan, options may be granted at not less than 100%
(110% in the case of 10% shareholders) of the fair market value of the
Company's Common Stock on the date of grant, and the value of the options
exercised by any one employee may not exceed $100,000 per year, plus certain
carryovers from prior years. Options may not be granted more than ten years
from the 1996 ISO Plan date. Options granted under the 1996 ISO Plan must be
exercised, if at all, within ten years from the date of grant. The Shares of
Common Stock acquired through exercise of an option may not be sold for at
least two years from the date of the grant of the option, or one year after
the transfer of the shares to the optionee, which ever is later. Further,
the optionee may not transfer any option except by will or by the laws of
descent and distribution. Options granted under the 1996 ISO Plan must be
exercised, if at all, within three months after termination of employment
for any reason other than death or disability and within one year after
termination of employment due to death or disability. The Board of Directors
of the Company has the power to impose additional limitations, conditions
and restrictions in connection with the grant of any option.
As of August 8, 1997, options are outstanding as follows: Mr.
Burslem - 20,300, Mr. Holahan -- 100,000 shares; all executive officers as a
group -- 120,300; and all other employees as a group - 97,950. During the
fiscal year ended April 30, 1997, 37,500 options were granted, no options
were exercised and no options were terminated. Additional shares amounting
to 2,250 were added to outstanding options as a result of the 6% stock
dividend distributed on April 28, 1997.
401(k) Plan
The Company maintains a tax-qualified, defined contribution plan
that meets the requirements of Section 401(k) of the Internal Revenue Code
(The "401(k) Plan"). All employees with one (1) year or more of service may
elect to have a portion of their salaries contributed on their behalf to the
401(k) Plan. Although any amounts contributed to the 401(k) Plan for the
benefits of the participants are immediately and unconditionally vested,
such contributions are not currently taxable income to the participants and
are generally not available to them until termination of employment. The
amount ultimately received by a participant or by a participant's
beneficiary may be more or less than the amount contributed by the
participant to the 401(k) Plan, depending upon the investment experience of
the fund chosen by the participant, and the amount of any Company
contributions made on behalf of the participant. Amounts accrued for the
Company's contributions for the 401(k) Plan at April 30, 1997 for executive
officers were $4,500.00 for Mr. Holahan and $3,560.78 for Mr. Burslem.
INDEPENDENT AUDITORS
The Board of Directors has selected the accounting firm of Price
Waterhouse to serve as independent auditors for the Company for the fiscal
year ending April 30, 1998. The firm has served as independent accountants
for the Company since 1986.
A representative of Price Waterhouse will be present at the meeting
with the opportunity to make a statement, and will also be available to
respond to appropriate questions from shareholders.
OTHER MATTERS
The Board of Directors is not aware of any other matters that may
properly be presented for action at the meeting. If any other matters should
come before the meeting requiring the vote of shareholders, the person named
in the enclosed proxy will have discretionary authority to vote proxies in
accordance with their judgment.
ADDITIONAL INFORMATION
A copy of the Annual Report, Form 10-K, filed with the Securities
and Exchange Commission, may be obtained by writing the Company at its
executive offices, 3495 Winton Place, Building C, Rochester, New York 14623,
Attention: Secretary.
SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
Shareholder proposals intended to be presented at the 1998 Annual
Meeting must be submitted in writing to the Corporate Secretary of the
Company at its principal executive offices located at 3495 Winton Place,
Building C, Rochester, New York 14623 by May 18, 1998.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED.
By order of the Board of Directors
William Burslem III
Secretary
Rochester, New York
September 29, 1997