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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Sono-Tek Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3
Milton, New York 12547
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
AUGUST 21, 1997
The 1997 Annual Meeting of Shareholders of Sono-Tek Corporation ( the "Company")
will be held in the Oak Room at the Ramada Inn, 1055 Union Avenue, Newburgh, NY
12550 on August 21, 1997 at 9:00 A.M., local time, for the following purposes:
1. To elect two (2) directors of the Company to serve for the term set
forth in the accompanying Proxy Statement and until their
successors are duly elected and qualified.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending February 28, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on July 2, 1997 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting or any adjournments thereof. A list of shareholders
entitled to vote will be available for examination by interested shareholders at
the offices of the Company, 2012 Route 9W, Bldg. 3, Milton, New York 12547
during ordinary business hours until the meeting.
Joy DeNitto, Secretary
Dated: July 11, 1997
YOUR VOTE IS IMPORTANT. EVEN IF YOU DESIRE TO ABSTAIN,
PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE PAID ENVELOPE.
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SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3
Milton, New York 12547
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 1997
The accompanying proxy is solicited by the Board of Directors of SONO-TEK
CORPORATION, a New York corporation (the "Company"), for use at the 1997 Annual
Meeting of Shareholders of the Company to be held on August 21, 1997.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
accordance with the shareholder's instructions contained in such Proxy. In the
absence of contrary instructions, shares represented by such proxy will be voted
(i) FOR approval of the election of each of the individuals nominated as
directors set forth herein, and (ii) FOR the ratification of the appointment of
Deloitte & Touche LLP as the Company's auditors for the fiscal year ending
February 28, 1998. A shareholder may revoke his or her Proxy at any time before
it is exercised by filing with the Secretary of the Company at its offices in
Milton, New York either a written notice of revocation or a duly executed Proxy
bearing a later date, or by appearing in person at the 1997 Annual Meeting and
expressing a desire to vote his or her shares in person. All costs of this
solicitation are to be borne by the Company.
Abstentions will be treated as shares present and entitled to vote for quorum
purposes but as not voted for purposes of determining the approval of any
matters submitted to the shareholders for a vote. Except as otherwise provided
by law or by the Company's certificate of incorporation or bylaws, abstentions
will not be counted in determining whether a matter has received a majority of
votes cast. If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter. Broker non-votes are not counted for quorum purposes.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders, the Proxy, and the 1997 Annual Report to Shareholders are intended
to be mailed on or about July 21, 1997 to shareholders of record at the close of
business on July 2, 1997. At said record date, the Company had 4,374,387
outstanding shares of common stock.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors is divided into two classes. The directors in each class
are to serve for a term of two years, and until their respective successors are
duly elected and qualify. Two (2) directors will be elected at the Annual
Meeting by plurality vote to hold office until the Company's 1999 Annual Meeting
of Shareholders and until their successors shall be duly elected and shall
qualify.
Management intends to vote the accompanying Proxy FOR election as directors of
the Company, the nominees named below, unless the Proxy contains contrary
instructions. Proxies that direct the Proxy holders to withhold voting in the
matter of electing directors will not be voted as set forth above. Proxies
cannot be voted for a greater number of persons than the number of nominees
named in the Proxy Statement. On all matters that may properly come before the
1997 Annual Meeting, each share has one vote. Management has no reason to
believe that any of the nominees will not be a candidate or will be unable to
serve. However, in the event that any of the nominees should become unable or
unwilling to serve as a director, the Proxy will be voted for the election of
such person or persons as shall be designated by the directors.
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NOMINEES FOR DIRECTORS
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The following two persons, each of whom is currently serving as a director, are
nominated for election as directors of the Company to hold office until the
Company's 1999 Annual Meeting of Shareholders.
Dr. Harvey L. Berger, 58, has been a Director of the Company since June 1975. He
was President of the Company from November 1981 to September 1984. He has again
been President of the Company since September 1985. From September 1986 to
September 1988, he also served as Treasurer. He was Vice Chairman of the Company
from March 1981 to September 1985. He holds a Ph. D. in Physics from Rensselaer
Polytechnic Institute and is a member of the Marist College Community Advisory
Board.
Stephen E. Globus, 50, is Chairman and a Director of Globus Growth Group, Inc. a
New York City based venture capital firm. Mr. Globus is on the Board of
Directors of Tinsley Laboratories of Richmond, California. He is also a General
Partner of Tsai Globus Bio Ventures, a venture capital firm specializing in
Health Care Sciences.
DIRECTORS CONTINUING AS DIRECTORS
- ---------------------------------
The persons named below are currently serving as directors of the Company. Their
terms expire at the 1998 Annual Meeting of Shareholders.
Samuel Schwartz, 77, has been a Director of the Company since August 1987 and
Chairman of the Board since February, 1993. From 1959 to 1993 he was the
Chairman and CEO of Krystinel Corporation, a manufacturer of ceramic magnetic
components used in electronic circuitry. He received a B.Ch.E from Rensselaer
Polytechnic Institute in 1941 and a M.Ch.E from New York University in 1948.
J. Duncan Urquhart, 43, has been the Controller of the Company since January
1988 and Treasurer of the Company since September 1988. From 1976 to 1987, Mr.
Urquhart was employed by Standex International Corporation, a multinational
Fortune 600 company. In 1978 Standex acquired James Burn International, a
manufacturer of specialized products and machinery for the bookbinding industry
where Mr. Urquhart served as Chief Accountant, Assistant Controller and, from
1985 through 1987, as Controller. Mr. Urquhart has been a Director of the
Company since September 1988.
James L. Kehoe, 50, has been a Director of the Company since June 1991 and Chief
Executive Officer of the Company since August 1993. Prior to that, he was
President and Chief Executive Officer of Plasmaco, Inc., which he founded in
1987 and remained as President and CEO until July 1993. Plasmaco is involved in
the development and manufacture of AC plasma flat panel displays. From 1965 to
1987 Mr. Kehoe was employed by IBM where he held a variety of engineering and
management positions.
Directors are presently paid no fee for their service as directors. The Board of
Directors held three meetings in the fiscal year ended February 28, 1997. Each
of the Directors attended at least 75% of the aggregate of meetings of the Board
and committee meetings of which he was a member.
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The Board of Directors has a nominating committee to research and determine
candidates for nomination as directors of the Company (the "Nominating
Committee"). The Nominating Committee presently consists of Messrs. Schwartz and
Urquhart. The Nominating Committee held one meeting in the fiscal year ended
February 28, 1997. The Nominating Committee will consider nominees recommended
by shareholders; no special procedure needs to be followed in submitting such
recommendation.
The Company has no audit committee or compensation committee.
EXECUTIVE COMPENSATION
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The following table sets forth the aggregate remuneration paid or accrued by the
Company through February 28, 1997 for the Chief Executive Officer of the
Company. No other executive officer received aggregate remuneration that equaled
or exceeded $100,000 for the fiscal year ended February 28, 1997.
SUMMARY COMPENSATION TABLE
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Annual Compensation Long Term
------------------------------------------ Compensation
Other Annual Awards, Securities
Name and Principal Position Year Salary ($) Bonus ($) Comp. ($) Underlying Options (#)
- ------------------------------------------------------------------------------------------------------------------------
James L. Kehoe 1997 $85,000 $ 0 $0
Chief Executive Officer
1996 $85,000 $5,625 $0 10,000(1)
1995 $85,000 $ 0 $0 60,000
(1) Under the terms of an employment agreement between the Company and Mr. Kehoe
dated August 16, 1993, whereby Mr. Kehoe is entitled to receive options to
purchase 10,000 shares of the Company's Common stock for each year the Company
is profitable. These options were earned in fiscal 1996 and were granted by the
Board of Directors at on June 3, 1996.
EMPLOYMENT ARRANGEMENTS
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Under the terms of an Employment Agreement dated October 14, 1993, Dr. Harvey L.
Berger is eligible to receive an annual salary of $77,500 and incentive
compensation of up to $10,000 based upon the Company's quarterly and annual
profit performance. This annual salary and incentive compensation is to be
reviewed annually. During fiscal 1997 Dr. Berger received an annual salary of
$85,000 and no incentive compensation.
Under the terms of an Employment Agreement dated as of August 16, 1993, James L.
Kehoe is eligible to receive, subject to the performance of the Company,
compensation at specified annual rates for fiscal 1994, 1995 and 1996. Mr.
Kehoe's employment as the CEO of the Company is at the discretion of the
Company's board of directors.
Under the terms of an Employment Agreement dated as of August 27, 1993, J.
Duncan Urquhart is eligible to receive an annual salary of $52,700 and incentive
compensation of up to $7,000 based upon the Company's quarterly and annual
profit performance. This annual salary and incentive compensation is to be
reviewed annually. During fiscal 1997 Mr. Urquhart received a salary of $55,000
and no incentive compensation.
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Stock Option Plan
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On September 19, 1994 the shareholders of the Company adopted the 1993 Stock
Incentive Plan (the "1993 Plan"). An aggregate of 750,000 shares of common Stock
was reserved for issuance pursuant to the 1993 Plan. As of May 19, 1997 there
were outstanding options to purchase an aggregate of 306,000 shares of common
stock at prices ranging from $.33 to $.82 per share.
Shown below is information with respect to individual grants of stock options
made during the last completed fiscal year to the executive officer named in the
Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
Individual Grants Potential realizable value at
assumed annual rates of
stock price appreciation
for option term(1)
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Number of Percent of Exercise
securities total options or Expiration
Name underlying granted base price date 5% ($) 10% ($)
options to employees ($/Sh)
granted (#) in fiscal year
James L. Kehoe 0 N/A N/A N/A N/A N/A
(1) The assumed annual rates of stock price appreciation of 5% and 10% are set
by Securities and Exchange Commission rules, and are not intended as a forecast
of possible future appreciation in stock prices.
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Shown below is information with respect to exercises of stock options during the
last completed fiscal year by the executive officer named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
------------------------------------------------------------------------
Number of
securities Value of
underlying unexercised
unexercised in-the-money
options at options at
fiscal year-end fiscal year-end
(#) ($)
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Shares Value Exercisable/ Exercisable
Name acquired on realized ($) unexercisable unexercisable
James L. Kehoe 0 0 62,500 / 7,500 0/0
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Description of Simplified Employee Pension Plan
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The Company maintains a Simplified Employee Pension Plan including a Salary
Reduction option ("SARSEP") for employees of the Company pursuant to the
Internal Revenue Code. Under the SARSEP plan an eligible employee may elect to
make a salary reduction of up to 15% of his compensation as defined in the plan,
with the Company making a contribution currently equal to 1% of the employee's
compensation. Employee contributions for any calendar year are limited to a
specific dollar amount that is indexed to reflect inflation. For 1996 the
employee contribution limit is $9,500. For fiscal 1997 the Company contributed
$818 for Mr. Kehoe.
Board Report on Executive Compensation
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The compensation of the executive officers of the Company is set by the Board of
Directors upon recommendation of the Chairman, Samuel Schwartz, at levels
competitive with executive officers with comparable qualifications, experience
and responsibilities at other similar businesses. Such individuals receive a
base salary, and incentive compensation based on the achievement of certain
operating objectives.
BOARD OF DIRECTORS:
-------------------
Harvey L. Berger
James L. Kehoe
Stephen E. Globus
Samuel Schwartz
J. Duncan Urquhart
Compensation Committee Interlocks and Insider Participation
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The Board of Directors does not have a compensation committee. Accordingly the
entire Board of Directors determined executive compensation during the fiscal
year ended February 28, 1997. All of the Directors of the Company, including Mr.
Schwartz, except Mr. Globus, were executive officers of the Company.
Performance Graph
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The graph below compares five-year cumulative total return for a shareholder
investing $100 in the Company on February 29, 1992, with the Standard & Poor's
500 Composite Index, a performance indicator of the overall stock market, and
the Standard & Poor's index of Manufacturing Diversified Industrials, an index
of the Company's peer groups, assuming reinvestment of all dividends.
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COMPARISON OF FIVE YEAR CUMULATIVE
RETURN AMONG SONO-TEK CORP S&P 500 INDEX
AND S&P MANUFACTURING DIVERSIFIED INDUSTRIALS INDEX
S&P Manufacturing
Sono-Tek S&P Diversified Industrials
Measurement Period Corporation 500 Index Index
- ------------------ ----------- --------- -----------------------
Measurement Pt-02/29/92 $100 $100 $100
FYE 02/28/93 $ 56 $111 $108
FYE 02/28/94 $ 26 $120 $132
FYE 02/28/95 $ 32 $129 $140
FYE 02/29/96 $ 28 $173 $202
FYE 02/28/97 $ 14 $219 $266
Beneficial Ownership of Shares
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The following information is furnished as of May 19, 1997 to indicate beneficial
ownership of the Company's Common Stock by each director and nominee, by all
directors and executive officers as a group and by each person known to the
Company to be the beneficial owner of more than 5% of the Company's outstanding
Common Stock. Such information has been furnished to the Company by the
indicated owners. Unless otherwise indicated, the named person has sole voting
and investment power.
Name (and address if Amount
more than 5%) of Beneficially
Beneficial owner Owned Percent
---------------- ----- -------
**Harvey L. Berger 361,700(1) 8.2%
**James L. Kehoe 86,300(2) 1.9%
**Samuel Schwartz 307,054(3) 6.9%
**J. Duncan Urquhart 20,000(4) *
Stephen E. Globus None --
All Executive Officers and
Directors as a Group 775,054(5) 17.0%
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Amount
Beneficially
Additional 5% owners: Owned Percent
- --------------------- ----- -------
Carl Levine 317,500(6) 7.3%
54 West 74th Street
New York, NY 10023
Herbert Spiegel 281,271(7) 6.3%
425 East 58th Street
New York, NY 10032
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* Less than 1%
**c/o Sono-Tek Corporation, 2012 Route 9W, #3, Milton, NY 12547.
(1) Includes 4,000 shares in the name of Dr. Berger's wife and includes options
to purchase 40,000 shares under the 1993 Plan
(2) Includes options to purchase 58,000 shares under the 1993 Plan.
(3) Assumes the conversion of a convertible secured subordinated promissory
note in the principal sum of $50,000 into 71,400 shares of Common Stock
but does not assume the exercise of a warrant Mr. Schwartz would receive
upon said conversion, which warrant would be exercisable at $1.50 per share
for an additional 71,400 shares of Common Stock. The note was part of an
aggregate of $530,000 of said notes sold by the Company in November 1993
in a private placement with accredited investors. The notes as amended,
become due August 15, 2000.
(4) Includes options to purchase 20,000 shares under the 1993 Plan.
(5) Assumes the conversion of convertible subordinated promissory notes into
an aggregate of 71,400 shares and includes options to purchase 118,000
shares under the 1993 Plan.
(6) Includes 5,500 shares in the name of Mr. Levine's wife.
(7) Assumes the conversion of a convertible secured subordinated promissory
note in the principal sum of $65,000 into 92,820 shares of Common Stock
as discussed in footnote 3 above.
Certain Transactions
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The Company's Poughkeepsie, New York premises were leased from a partnership
owned by Carl Levine, a significant shareholder, and his brothers. The original
lease, which was scheduled to expire in October 1994, provided for an annual
rental of $64,700, plus real estate tax escalations. In October, 1992, the
payment terms of this lease were modified to provide for reduced monthly payment
of $4,000 per month for the remaining 25 months of the lease in exchange for
36,000 shares of restricted Sono-Tek Common Stock. This stock was valued at
$28,800 and was charged to operations during the year ended February 28, 1994.
Rent expense under this lease was approximately $27,000 and $64,000 for the
years ended February 28, 1994 and 1993, respectively, and $85,000 for the year
ended February 29, 1992. In August of 1993, the Company terminated this lease.
Upon termination of the lease, the Company agreed to a payment of $89,780
(including past due rents) $60,000 to be paid in installments, including
interest, over 36 months beginning in May of 1994. The Company paid the final
installment in February 1997.
In the first quarter of fiscal 1998, the Company entered into an agreement with
the holders of its convertible secured subordinated promissory notes, in the
aggregate principal amount of $530,000. These notes had been sold by the Company
in November 1993 and were to become due on August 15, 1997. The Company was in
default on certain interest payments on the notes. The noteholders agreed to (1)
accept shares of the Company's common stock (valued at $0.40 per share) as
payment for the total amount of past due interest (plus interest on past due
interest) due as of February 15, 1997; (2) waive the default as to nonpayment of
interest until March 1, 1998; (3) extend the due date of the notes from August
15, 1997 until August 15, 2000; and (4) reduce the interest rate from 1/2% below
prime to 1% below prime. The shares issued as payment for interest due as of
February 15, 1997 included 15,988 shares to Samuel Schwartz and 20,784 shares to
Herbert Spiegel.
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ITEM 2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, Certified Public
Accountants, to audit the books of account and other records of the Company for
the fiscal year ending February 28, 1998. Said firm served in this capacity for
the Fiscal Year ended February 28, 1997. In the event of a negative vote, the
Board of Directors will reconsider its election. A representative of Deloitte &
Touche LLP is expected to be present at the Annual Meeting to respond to
appropriate questions from shareholders and to make a statement if they desire
to do so.
The Board of directors of Sono-Tek Corporation voted to dismiss Anchin, Block &
Anchin LLP (the "Former Accountants") as the Company's independent accountants.
On October 30, 1996 the Company formally notified the former accountants of such
dismissal. There were no disagreements between the Company and the former
accountants during the Company's two most recent fiscal years and the subsequent
interim period preceding such dismissal on any matter of accounting principals
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of the former accountants, would have
caused the former accountants to make reference to the matter in their reports.
Additionally, during the aforesaid periods the Company was not advised by the
former accountants of any "reportable events" as defined in paragraph
304(a)(1)(v) of regulation S-K. The former accountants' opinion for the fiscal
year ended February 28, 1995 was qualified with respect to the Company's ability
to continue as a going concern. As required by Item 304 of Regulation 8-K, the
former accountants have furnished to the Company a letter addressed to the SEC
stating that they agree with the statements made by the Company herein. The
Board of Directors of the Company, after dismissing the former accountants as
the Company's independent accountants, voted to retain Deloitte & Touche LLP as
the Company's independent accountants. The Company's Board of Directors formally
notified Deloitte & Touche LLP that they had been retained on October 31, 1996.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP.
ITEM 3. OTHER MATTERS
The Board of Directors is not aware of any business to be presented at the
Annual Meeting except the matters set forth in the Notice and described in this
Proxy Statement. Unless otherwise directed, all shares represented by Board of
Directors' Proxies will be voted in favor of the proposals of the Board of
Directors described in this Proxy Statement. If any other matters come before
the Annual Meeting, the persons named in the accompanying Proxy will vote on
those matters according to their best judgment.
Expenses
- --------
The entire cost of preparing, assembling, printing and mailing this Proxy
Statement, the enclosed Proxy and other materials, and the cost of soliciting
Proxies with respect to the Annual Meeting will be borne by the Company. The
Company will request banks and brokers to solicit their customers who
beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expense of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and facsimile by officers and other regular employees
of the Company but no additional compensation will be paid to such individuals.
FUTURE SHAREHOLDER PROPOSALS
- ----------------------------
The Company must receive at its offices any proposal which a shareholder wishes
to submit to the 1998 annual meeting of shareholders before March 13, 1998, if
the proposal is to be considered by the Board of Directors for inclusion in the
proxy material for that meeting.
July 11, 1997
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FORM OF PROXY CARD
------------------
FOR all nominees WITHHOLD AUTHORITY
listed at right (except to vote for all
as marked) nominees listed at right
Nominees:
1. The election of two (2) Harvey L. Berger
directors of the Company. Stephen E. Globus
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list to the right)
FOR AGAINST ABSTAIN
2. Ratify the appointment of Deloitte & Touche LLP
as the Company's independent auditors.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting. This proxy, when properly executed,
will be voted in the manner directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted FOR Proposals 1 & 2.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
Your signature on this proxy is your acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated July 11, 1997.
SIGNATURE(S): _____________ Date: _____ SIGNATURE(S): ____________ Date: _____
(Signature) (Signature if held jointly)
NOTE: Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give title as such. If stockholder is 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.
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SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3, Milton, New York, 12547
This Proxy is solicited on behalf of the Board of Directors
The undersigned shareholder(s) of Sono-Tek Corporation, a corporation under the
laws of the State of New York, hereby appoints Samuel Schwartz and J. Duncan
Urquhart as my (our) proxies, each with the power to appoint a substitute, and
hereby authorizes them, and each of them individually, to represent and to vote,
as designated on the reverse, all of the shares of Sono-Tek Corporation, which
the undersigned is or may be entitled to vote at the Annual Meeting of
Shareholders to be held in the Oak Room at the Ramada Inn, 1055 Union Avenue,
Newburgh, New York 12550, at 9:00 A.M., New York time, on August 21, 1997, or
any adjournment thereof. The Board of Directors recommends a vote FOR the
following proposals on the reverse side.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
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