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:
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
THE YORK GROUP, INC.
(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] No fee required.
[ ] 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:
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:
THE YORK GROUP, INC.
9430 OLD KATY ROAD, SUITE 300
HOUSTON, TEXAS 77055
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 1997
------------------------
To the Stockholders of
The York Group, Inc.
Notice is hereby given that the Annual Meeting of Stockholders (the
"Annual Meeting") of The York Group, Inc. will be held at the Yorktowne Hotel,
48 East Market Street, York, Pennsylvania 17402 at 4:00 p.m., local time, on
Tuesday, April 29, 1997, for the following purposes:
1. To elect five persons to serve as directors on the Board of
Directors until the 1998 annual meeting of stockholders and until their
successors have been elected and have qualified.
2. To transact such other business as may properly come before the
Annual Meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 12, 1997 will be
entitled to notice of and to vote at the Annual Meeting, or any adjournment or
adjournments thereof. Stockholders are cordially invited to attend the Annual
Meeting in person. Those who will not attend and who wish their shares voted are
requested to sign, date and mail promptly the enclosed proxy for which a return
envelope is provided.
By Order of the Board of Directors
/s/ DAVID F. BECK,
David F. Beck, SECRETARY
Houston, Texas
March 26, 1997
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED
TO SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY. IF YOU ATTEND THE ANNUAL
MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
THE YORK GROUP, INC.
9430 OLD KATY ROAD, SUITE 300
HOUSTON, TEXAS 77055
------------------------------------
PROXY STATEMENT
------------------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The York Group, Inc., a Delaware
corporation ("York" or the "Company"), for use at the annual meeting of
stockholders to be held on Tuesday, April 29, 1997, at the Yorktowne Hotel, 48
East Market Street, York, Pennsylvania 17402 at 4:00 p.m., local time, or at any
adjournment or adjournments thereof (such meeting or adjournment(s) thereof
referred to as the "Annual Meeting"). Copies of the Proxy, Notice and Proxy
Statement are being mailed to stockholders on or about March 26, 1997.
In addition to solicitation by mail, solicitation of proxies may be made by
personal interview, special letter, telephone or telecopy by the officers,
directors and employees of the Company. Brokerage firms will be requested to
forward proxy materials to beneficial owners of shares registered in their names
and will be reimbursed for their expenses. The cost of solicitation of proxies
will be paid by the Company.
A proxy received by the Board of Directors of the Company may be revoked by
the stockholder giving the proxy at any time before it is exercised. A
stockholder may revoke a proxy by notification in writing to the Company at 9430
Old Katy Road, Suite 300, Houston, Texas 77055, Attention: Corporate Secretary.
A proxy may also be revoked by execution of a proxy bearing a later date or by
attendance at the Annual Meeting and voting by ballot. A proxy in the form
accompanying this Proxy Statement, when properly executed and returned, will be
voted in accordance with the instructions contained therein. A proxy received by
management which does not withhold authority to vote or on which no
specification has been indicated will be voted for the nominees for the Board of
Directors of the Company named in Proposal No. 1 of this Proxy Statement. A
majority of the outstanding shares will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
At the date of this Proxy Statement, management of the Company does not
know of any business to be presented at the Annual Meeting other than those
matters which are set forth in the Notice accompanying this Proxy Statement. If
any other business should properly come before the Annual Meeting, it is
intended that the shares represented by proxies will be voted with respect to
such business in accordance with the judgment of the persons named in the proxy.
COMMON STOCK OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Board of Directors (the "Board") has fixed the close of business on
March 12, 1997, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. At that date there were
outstanding 7,999,864 shares of common stock, par value $0.01 per share
("Common Stock"), of the Company and the holders thereof will be entitled to
one vote for each share of Common Stock held of record by them on that date for
each proposition to be presented at the Annual Meeting.
1
The following table sets forth information with respect to the shares of
Common Stock (the only outstanding class of voting securities of the Company)
owned of record and beneficially as of February 14, 1997, unless otherwise
specified, by (i) all persons who own of record or are known by the Company to
own beneficially more than 5% of the outstanding shares of such class of stock,
(ii) each director and Named Executive Officer (as defined herein), and (iii)
all directors and executive officers of the Company as a group:
NAME NUMBER PERCENT
- ---------------------------------------- ----------- -------
Bruce E. Elder(1)....................... 699,600 8.7%
Alan H. Elder
394 Olivewood Court
Rochester, Michigan 48306
Elder Group, Inc........................ 699,600 8.7%
394 Olivewood Court
Rochester, Michigan 48306
Eldon P. Nuss(2)........................ 98,333 1.2%
Bill W. Wilcock(3)...................... 50,000 *
Kirk P. Pendleton(4).................... 30,000 *
Robert T. Rakich(5)..................... 10,000 *
Gerald D. Runnels(6).................... 355,952 4.4%
George L. Foley, Jr.(7)................. 88,000 1.1%
Gerard K. Nichols(8).................... 36,540 *
David F. Beck(9)........................ 42,000 *
All directors and executive officers as
a group (12 persons)(10).............. 1,583,513 19.4%
- ------------
* Less than 1%
(1) Includes 599,600 shares owned directly by Elder Group, Inc., of which Mr.
Bruce Elder is President and Mr. Alan Elder is Chairman of the Board of
Directors, and 100,000 shares owned directly by the Elder Foundation, with
which Mr. Bruce Elder and Mr. Alan Elder are affiliated.
(2) Includes 8,333 shares that may be acquired within the next 60 days upon the
exercise of outstanding employee stock options.
(3) Includes 50,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding options.
(4) Includes 30,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(5) Includes 5,000 shares that may be acquired within the next 60 days upon the
exercise of outstanding stock options.
(6) Includes 6,000 shares owned by the spouse of Mr. Runnels, as to which
shares Mr. Runnels disclaims beneficial ownership.
(7) Includes 8,000 shares that may be acquired within the next 60 days upon the
exercise of outstanding stock options.
(8) Includes 34,000 shares that may be acquired within the next 60 days upon
the exercise of outstanding stock options.
(9) Includes 2,000 shares that may be acquired within the next 60 days upon the
exercise of outstanding stock options.
(10) Includes an aggregate of 143,333 shares that may be acquired within the
next 60 days upon the exercise of outstanding stock options.
2
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
GENERAL
Five directors are to be elected at the Annual Meeting. The Company
recommends voting for the election of each of the nominees for director listed
below. The persons named as proxy holders in the accompanying proxy intend to
vote each properly signed and submitted proxy for the election as a director of
each of the persons named as a nominee below under "Nominees for Director"
unless authority to vote in the election of directors is withheld on such proxy.
If, for any reason, at the time of the election one or more of the nominees
should be unable to serve, the proxy will be voted for a substitute nominee or
nominees selected by the Board. Directors are elected by a plurality of votes
cast at the Annual Meeting.
Unless otherwise specified, all properly executed proxies received by the
Company will be voted for the election of the directors listed below to hold
office until the 1998 annual meeting of stockholders and until each of their
respective successors is elected and qualified.
THE COMPANY RECOMMENDS VOTING "FOR" THE NOMINEES.
NOMINEES FOR DIRECTOR
The following table sets forth the name, age and principal position of each
nominee listed on the enclosed proxy for director to hold office until the 1998
annual meeting of stockholders.
NAME AGE POSITION
- ----------------------- --- -----------------------------------------------
Eldon P. Nuss.......... 63 Chairman of the Board
Bill W. Wilcock........ 53 Chief Executive Officer, President and Director
Bruce E. Elder......... 67 Director
Kirk P. Pendleton...... 57 Director
Robert T. Rakich....... 59 Director
ELDON P. NUSS joined the Company in October 1990 as President and Chief
Executive Officer, and was elected Chairman of the Board in January 1996. He
served as President until March 1996 and as Chief Executive Officer until
October 1996. He has been a director since September 1990. Mr. Nuss was
President, Chief Executive Officer and a director of PMI Industries, Inc., a
Houston-based manufacturer of diverse metal products, from 1975 through June
1990.
BILL W. WILCOCK joined the Company in March 1996 as President and as a
director and became Chief Executive Officer in October 1996. Mr. Wilcock
previously served as President of AlliedSignal Braking Systems Americas from
1991 to 1994 and as Vice President Planning, Automotive Sector, for
AlliedSignal, Inc. from 1995 to February 1996.
BRUCE E. ELDER has been a director of the Company since September 1990. Mr.
Elder has been President of the Elder Group, Inc., since 1972 and is also a
director of Vandor Corporation, a York supplier.
KIRK P. PENDLETON has been a director of the Company since December 1992.
Mr. Pendleton is Chairman and Chief Executive Officer of Cairnwood, Inc., a
private investment firm, and has served in various capacities there since 1983.
He also serves as a director of AMCAP Fund, Inc. , American Variable Annuity
Fund, Europacific Growth Fund, Fundamental Investors, Inc. and New Perspective
Fund.
ROBERT T. RAKICH has been a director of the Company since April 1996. Mr.
Rakich has served as President and Chief Operating Officer of Business Men's
Assurance Co., an insurance and financial services company, since November 1995.
Mr. Rakich was President and Chief Executive Officer of Laurentian Capital
Corporation, an insurance and financial services firm, from 1987 through
November 1995. Mr. Rakich also serves as a director of Business Men's Assurance
Company of America, Jones & Babson and BMA Financial Services, Inc.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board met or acted by written consent eleven times in 1996. The Board
has an Audit Committee, on which Messrs. Elder, Pendleton and Rakich currently
serve, and a Human Resources Committee, on
3
which Messrs. Pendleton and Rakich currently serve. The Audit Committee, which
met two times in 1996, recommends to the Board the engagement of the Company's
independent public accountants and reviews with such accountants the plans for
and the results and scope of their auditing engagement. The Human Resources
Committee, which met one time in 1996, reviews the compensation of executive
officers and other key employees and makes recommendations to the Board with
respect thereto, including the granting of stock options. All directors attended
at least 75% of the meetings of the Board and the meetings of the committees on
which they served in fiscal 1996.
DIRECTOR COMPENSATION
Each director who is not an employee of the Company received an annual
retainer of $5,000 and fees of $1,000 per meeting of the Board or a committee
thereof (other than any committee meeting held in conjunction with a meeting of
the Board). In addition, each director is entitled to reimbursement for
reasonable expenses incurred in attending Board or committee meetings or the
discharge of any special projects assigned to a director by the Board. In
addition, directors who (i) are not, or have not been, employees of the Company,
and (ii) do not receive remuneration, directly or indirectly, from the Company,
will receive automatic grants of nonqualified stock options under the Company's
1996 Independent Director Stock Option Plan. These directors receive an option
to purchase 5,000 shares upon their initial election to the Board and an option
to purchase 2,500 shares upon each reelection to the Board, up to a maximum
aggregate limit of options to purchase 15,000 shares under the Company's 1996
Independent Director Stock Option Plan.
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the persons
who are not nominees for director and who are executive officers of the Company:
NAME AGE POSITION
- ------------------------ --- -----------------------------------------------
George L. Foley, Jr..... 56 Executive Vice President
Gerald D. Runnels....... 56 Vice President -- National Accounts and
International Markets
Gerard K. Nichols....... 55 Vice President -- Manufacturing/Engineering
Kenneth L. Johnson...... 53 Vice President -- Manufacturing/Stamping
Stephen F. Duffy........ 49 Vice President -- Sales and Marketing
David F. Beck........... 44 Vice President -- Finance, Chief Financial
Officer, Secretary and Treasurer
Keith E. Plowman........ 39 Controller, Assistant Secretary and
Assistant Treasurer
GEORGE L. FOLEY, JR. was elected Executive Vice President of the Company in
January 1996. Mr. Foley previously served in executive officer capacities with
the Company since September 1990. Mr. Foley has served as a director of the
Company since September 1990, but will not stand for reelection at the meeting.
GERALD D. RUNNELS has served as President and Chief Executive Officer of
Houston Casket Company, d/b/a York Southwest Casket Company ("Houston
Casket"), a York distributor, since December 1983. In January 1997, York
acquired substantially all of the assets and assumed certain liabilities of
Houston Casket and Mr. Runnels became a Vice President of the Company. Mr.
Runnels has served as a director of the Company since September 1990, but will
not stand for reelection at the meeting.
GERARD K. NICHOLS joined the Company in June 1993 as Director of
Engineering and was elected Vice President -- Manufacturing/Engineering in
February 1995. For more than five years prior to joining the Company, Mr.
Nichols held various manufacturing and procurement positions with Service
Corporation International.
KENNETH L. JOHNSON joined the Company in December 1993 when the Company
acquired the assets of Kenco Manufacturing, Inc. ("Kenco"), for which Mr.
Johnson served as President from January 1970.
4
Mr. Johnson was elected Vice President -- Manufacturing/Stamping in February
1995. Mr. Johnson served as a director of the Company from September 1990 until
January 1996.
STEPHEN F. DUFFY joined the Company in May 1994 as Vice President -- Sales
and Marketing. For more than five years prior to joining the Company, Mr. Duffy
was President of Hamilton Distributing Company, d/b/a United Casket Company
("Hamilton"), one of the Company's distributors. In September 1996, York
acquired substantially all of the assets and assumed certain liabilities of
Hamilton.
DAVID F. BECK joined the Company in October 1990 as Chief Financial Officer
and Vice President -- Finance, was elected Secretary in December 1990 and was
elected Treasurer in January 1996. Prior to joining the Company, Mr. Beck served
in various financial and accounting positions with the Company's predecessors
for six years.
KEITH E. PLOWMAN joined the Company in October 1990 as Assistant Treasurer
and was elected Assistant Secretary in June 1992 and Controller in August 1995.
Prior to joining the Company, Mr. Plowman served in various accounting positions
with the Company's predecessors for ten years.
HUMAN RESOURCES COMMITTEE REPORT1
The Human Resources Committee of the Board (the "Committee") is composed
entirely of outside directors. The Committee is responsible for establishing and
administering the compensation policies applicable to the Company's executive
officers and other key employees.
The Company's compensation objectives include attracting and retaining the
best possible executive talent, motivating executive officers to achieve the
Company's performance objectives, rewarding individual performance and
contributions, and linking executives' and stockholders' interests through
equity based plans.
The Company's executive compensation consists of three key components: base
salary, annual incentive compensation and stock options, each of which is
intended to complement the others and, taken together, to satisfy the Company's
compensation objectives. The Committee's policies with respect to each of the
three components are discussed below.
BASE SALARY. In the early part of each fiscal year, the Committee reviews
the base salary of the Chief Executive Officer ("CEO") and other executive
officers of the Company and approves annual base salaries for each of the
executive officers. The Committee, in determining the appropriate base salaries
of its executive officers, generally considers the level of executive
compensation in similarly sized companies. In addition, the Committee takes into
account (i) the performance of the Company and the roles of the individual
executive officers with respect to such performance, and (ii) the particular
executive officer's specific responsibilities and the performance of such
executive officer in those areas of responsibility. Beginning in fiscal 1997,
the Company has retained the services of Hay Group to formulate and establish a
consistent executive compensation arrangement.
ANNUAL INCENTIVE COMPENSATION. In 1996, the Company maintained a bonus
program which provided direct financial incentives in the form of an annual cash
bonus to executive officers to achieve and exceed the Company's annual goals
which were based on targeted amounts of overall sales and earnings. For 1996,
the bonus amounts were also based on the Committee's review of each executive
officer's specific responsibilities, especially in light of the Company
undertaking its initial public offering during 1996.
STOCK OPTIONS. The Company currently maintains four stock option plans,
three of which are for employee participation, and one of which, the 1996
Employee Stock Option Plan, is currently used for the issuance of stock options.
The primary objective of the stock option program is to link the interests of
the Company's stockholders to the executive officers and other selected
employees of the Company through the
- ------------
1 Notwithstanding filings by the Company with the Securities and Exchange
Commission ("SEC") that have incorporated or may incorporate by reference
other SEC filings (including this proxy statement) in their entirety, this
Human Resources Committee Report shall not be incorporated by reference into
such filings and shall not be deemed to be "filed" with the SEC except as
specifically provided otherwise.
5
grant of stock options. The aggregate number of options recommended by the
Committee is based on practices of comparable companies and each individual's
expected long term contribution to the success of the Company.
NAMED EXECUTIVE OFFICERS. Consistent with the Company's compensation
program outlined above, compensation for each of the Named Executive Officers
consists of a base salary, annual bonus and stock options. The base salaries for
the Named Executive Officers for fiscal 1996 were believed to be at levels
consistent with amounts paid to executives with comparable qualifications,
experience and responsibilities of other similarly sized companies. Cash bonuses
have been paid to all Named Executive Officers of the Company as a result of the
Company achieving its targeted goals for sales and earnings and the guidance and
performance of such officers in assisting the Company to achieve those goals.
CHIEF EXECUTIVE OFFICER. Mr. Wilcock was employed by the Company as of
March 1996 for a two-year term at a base salary of $260,000 per year. He was
also granted options to purchase 250,000 shares of Common Stock at the initial
public offering price, vesting over five years. The Committee believes the base
salary of the CEO to be comparable with chief executive officers of other
similarly sized companies with comparable qualifications, experience and
responsibilities.
Human Resources Committee: Kirk P. Pendleton and Robert T. Rakich
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Committee was, during fiscal 1996, an officer or employee
of the Company or any of its subsidiaries, or was formerly an officer of the
Company or any of its subsidiaries.
No executive officer of the Company served as (i) a member of the
compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Committee, (ii) a director of another entity, one of whose executive officers
served on the Committee, or (iii) a member of the compensation committee (or
other board committee performing equivalent functions) of another entity, one of
whose executive officers served as a director of the Company.
6
COMPENSATION TABLES
The following tables set forth compensation information for the chief
executive officer and the four most highly compensated executive officers of the
Company during the Company's fiscal years 1996 and 1995, for services rendered
during such years to the Company or any of its subsidiaries.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL -------------
COMPENSATION SECURITIES ALL
FISCAL -------------------- UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
------ --------- --------- ------------- ----------------
($) ($) (#) ($)
Eldon P. Nuss .......................... 1996 247,470 85,000 25,000 3,876
Chairman of the Board 1995 237,952 84,000 -- 3,492
Bill W. Wilcock ........................ 1996 216,000 150,000 250,000 118,579
President and Chief Executive Officer 1995 -- -- -- --
George L. Foley, Jr. ................... 1996 168,730 52,500 10,000 2,100
Executive Vice President 1995 162,240 52,500 -- 1,200
Gerard K. Nichols....................... 1996 135,200 20,000 10,000 2,616
Vice President- 1995 130,000 21,000 -- 1,259
Manufacturing/Engineering
David F. Beck........................... 1996 122,100 36,000 10,000 1,056
Vice President-Finance, Chief 1995 116,283 24,675 -- 852
Financial Officer, Secretary and
Treasurer
- ------------
(1) For 1996, includes (i) the Company's matching contribution of $750 pursuant
to The York Group, Inc. 401(k) Plan and Trust for Messrs. Nuss, Foley,
Nichols and Beck, (ii) group term life insurance premiums paid by the
Company for Messrs. Nuss, Wilcock, Foley, Nichols and Beck in the amount of
$3,126, $648, $1,350, $1,866 and $306, respectively, and (iii) $117,931 in
relocation expenses reimbursed to Mr. Wilcock.
OPTION GRANTS
POTENTIAL REALIZABLE VALUE
AT
PERCENTAGE ASSUMED RATES OF STOCK
NUMBER OF OF TOTAL PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEES PRICE EXPIRATION --------------------------
NAME GRANTED IN 1996 PER SHARE DATE 5% 10%
- ---------------------------------------- ---------- ----------- --------- ---------- ------------ ------------
Eldon P. Nuss........................... 25,000 5.9% $ 13.00 2/28/06 $ 204,390 $ 517,968
Bill W. Wilcock......................... 250,000 58.6 13.00 2/28/06 2,043,900 5,179,675
George L. Foley, Jr..................... 10,000 2.3 13.00 2/28/06 81,756 207,187
Gerard K. Nichols....................... 10,000 2.3 13.00 2/28/06 81,756 207,187
David F. Beck........................... 10,000 2.3 13.00 2/28/06 81,756 207,187
7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS AT
UNDERLYING UNEXERCISED FISCAL YEAR
SHARES OPTIONS AT FISCAL YEAR END END(2)
ACQUIRED VALUE ---------------------------- -----------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE
- ---------------------------------------- ----------- ----------- ----------- ------------- -----------
Eldon P. Nuss........................... 64,000 $672,000 8,333 16,667 $ 54,165
Bill W. Wilcock......................... -- -- -- 250,000 --
George L. Foley, Jr..................... -- -- 6,000 14,000 78,000
Gerard K. Nichols....................... -- -- 32,000 18,000 416,000
David F. Beck........................... -- -- -- 10,000 --
VALUE OF
UNEXERCISED
IN-THE-MONEY
OPTIONS AT
FISCAL YEAR
END(2)
-----------
NAME UNEXERCISABLE
- ---------------------------------------- -------------
Eldon P. Nuss........................... $ 108,335
Bill W. Wilcock......................... 1,625,000
George L. Foley, Jr. ................... 117,000
Gerard K. Nichols....................... 169,000
David F. Beck........................... 65,000
- ------------
(1) There was no public trading market for the Common Stock at the date of
exercise. Accordingly, this value has been calculated on the basis of the
initial public offering price of $13.00 per share, less the applicable
exercise price.
(2) Value is based upon a closing price of $19.50 per share at December 31,
1996.
8
PERFORMANCE GRAPH
The following performance graph provided by Media General Financial
Services, Inc. compares the performance of the Common Stock since April 2, 1996,
the first day of public trading of the Common Stock, to the Russell 2000 Index
and a peer group index consisting of two companies: Hillenbrand Industries, Inc.
and Matthews International Corporation. Most of the Company's peers are
subsidiaries or divisions of larger public companies or privately held
companies. As a result, the above two companies, which each have a substantial
portion of their business in manufacturing for the death care industry, are the
only two companies to which the Company may realistically compare itself.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
THE NEW YORK GROUP INC PEER GROUP RUSSELL 2000
BASE 100.00 100.00 100.00
4/30/1996 109.70 102.21 105.35
5/31/1996 104.71 100.98 109.50
6/28/1996 103.22 100.23 105.00
7/31/1996 98.73 91.46 95.83
8/30/1996 98.97 89.46 101.40
9/30/1996 95.97 99.05 105.36
10/31/1996 100.47 101.11 103.73
11/29/1996 111.51 100.49 108.01
12/31/1996 117.54 98.85 110.84
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock List
THE BROAD MARKET INDEX CHOSEN WAS:
RUSSELL 2000 INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
HILLENBRAND INDUSTRIES
MATTHEWS INTERNAT CP CLA
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6097
9
EMPLOYMENT ARRANGEMENTS
The Company employed Mr. Wilcock as of March 1, 1996, for a two-year term
at a base salary of $260,000 per year. He was also granted options to purchase
250,000 shares at the initial public offering price of $13.00 per share, vesting
over five years. Pursuant to such arrangement, upon a change of control, Mr.
Wilcock shall be entitled to a two-year salary continuation package if
employment is terminated by the Company without cause or by Mr. Wilcock under
certain circumstances.
1996 EMPLOYEE STOCK OPTION PLAN
The Company maintains a 1996 Employee Stock Option Plan (the "Employee
Plan"). The purpose of the Employee Plan is to secure for the Company and its
stockholders the benefits arising from stock ownership by selected executive
employees and other key employees of the Company or its subsidiaries as the
Committee of the Board may from time to time determine. The Company believes
that the possibility of participation in the Employee Plan through receipt of
incentive stock options ("Incentive Options") or nonqualified options
("Nonqualified Options") will provide selected executive and other key
employees an incentive to perform more efficiently and will assist the Company
in obtaining and retaining people of outstanding training and ability.
TERM. The Employee Plan was adopted by the Board effective January 24,
1996, and approved by the stockholders on the same date. No stock option shall
be granted more than 10 years after the effective date of the Employee Plan.
ADMINISTRATION. The Employee Plan is administered by the Committee, which
is comprised of not less than two members of the Board, all of which members
shall be "disinterested persons" as defined by the Employee Plan. All
questions of interpretation and application of the Employee Plan shall be
determined by the Committee.
PARTICIPATION. All executive employees and other key employees of the
Company or of any subsidiary corporation are eligible to participate in the
Employee Plan; provided, however, that no member of the Committee shall be
entitled to receive a stock option under the Employee Plan while serving as a
member of the Committee. Directors of the Company who are not regular employees
of the Company are not eligible to participate in the Employee Plan. During the
lifetime of the option holder, stock options shall be exercisable only by the
recipient, the recipient's guardian or legal representative, and will be
transferable only by will or operation of the laws of descent and distribution,
pursuant to a qualified domestic relations order, or if established by the
Committee, pursuant to intra-family transfers without payment of consideration.
SHARES OF STOCK AVAILABLE FOR OPTIONS. A total of 500,000 shares of Common
Stock are available for issuance under the Employee Plan. Shares subject to
stock options under the Employee Plan may be either authorized or unissued
shares or issued shares that have been acquired by the Company and held in
treasury. When stock options have been granted under the Employee Plan and have
lapsed unexercised or partially unexercised or have been surrendered for
cancellation by the option holder, the unexercised shares may be reoptioned
under the Employee Plan.
The Employee Plan provides for an appropriate adjustment of shares
available under the Employee Plan and of shares subject to outstanding stock
options in the event of any changes in the outstanding Common Stock by reason of
any recapitalization, reclassification, stock dividend, stock split, reverse
stock split or any other similar transaction.
STOCK OPTIONS. The Committee may designate a stock option as an Incentive
Option or as a Nonqualified Option. The terms of each stock option shall be set
out in a written stock option agreement setting forth the terms and conditions
of the stock option, which incorporates the terms of the Employee Plan.
10
The option price shall be determined by the Committee, but shall not in any
event be less than the par value of the Common Stock. In the case of an
Incentive Option, the option price shall not be less than 100% of the fair
market value of the Common Stock at the time the stock option is granted. In the
case of an Incentive Option issued to a 10% stockholder of the Company (i) the
option price may not be less than 110% of the fair market value of the Common
Stock on the date of grant, and (ii) the period over which the Incentive Option
is exercisable may not exceed 5 years.
Stock options may be exercised by written notice of exercise and payment of
the stock option price in cash, by check or by certified or cashier's check or
in any other manner that the Committee may approve. Special rules apply which
limit the time and exercise of a stock option following an employee's
termination of employment.
AMENDMENT OF EMPLOYEE PLAN. The Board or the Committee may at any time and
from time to time amend, rescind, suspend or terminate the Employee Plan, as it
shall deem advisable, provided that the Employee Plan may not be amended in any
manner which would cause the Employee Plan to no longer comply with tax or other
regulatory requirements applicable to Incentive Options. Furthermore, no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement. No change may be
made in, and no amendment, rescission, suspension or termination of the Employee
Plan shall have an effect on, stock options previously granted under the
Employee Plan which may impair or alter the rights or obligations of the holder
thereof. Changes may be made in stock options previously granted with the
consent of the option holder.
MERGER, CONSOLIDATION OR SALE OF ASSETS. If the Company shall engage in a
merger, consolidation, reorganization or recapitalization, each outstanding
stock option (or if such transaction involves less than all of the shares of the
Common Stock, then a number of stock options proportionate to the number of such
involved shares), shall become exercisable for the securities and other
consideration to which a holder of the number of shares of the Common Stock
subject to each such stock option would have been entitled to receive pursuant
to the terms of such merger, consolidation, reorganization or recapitalization.
In the event of (i) a potential merger or consolidation involving the Company,
regardless of whether the Company is a surviving entity of such merger or
consolidation, (ii) a potential liquidation or dissolution of the Company, (iii)
a potential sale or other disposition by the Company of all or substantially all
of its assets, or (iv) a potential sale or other disposition by the stockholders
of the Company of all or substantially all of the outstanding Common Stock to
one purchaser (any such merger, consolidation, liquidation, dissolution or sale
being referred to as a "Significant Event"), then the Company, upon obtaining
approval of the Board, may waive any and all vesting restrictions on outstanding
options. In consideration of any such waiver of vesting restrictions, the
Company shall have the option to require all option holders to exercise or have
terminated their vested but unexercised stock options upon the occurrence of the
Significant Event by providing written notice to all option holders at least 15
days before the occurrence of the Significant Event.
COMPENSATION DEDUCTION LIMITATION. Section 162(m) of the Code generally
limits to $1 million per year per employee the tax deduction available to
publicly traded companies for certain compensation paid to named executive
officers. There is an exception (Section 162(m)(4)(C)) from this deduction
limitation, for certain "performance-based compensation" if specified
requirements are satisfied. The grants of Incentive Options and Nonqualified
Options at fair market value on the date of grant are designed to satisfy the
statutory requirements of Section 162(m)(4)(C).
11
FEDERAL TAX CONSEQUENCES. The grant of Incentive Options to an employee
does not result in any income tax consequences. The exercise of an Incentive
Option generally does not result in any income tax consequences to the employee
if the Incentive Option is exercised by the employee during his employment with
the Company or a subsidiary, or within a specified period after termination of
employment. However, the excess of the fair market value of the shares of Common
Stock as of the date of exercise over the Incentive Option price is a tax
preference item for purposes of determining an employee's alternative minimum
tax, if applicable. An employee who sells shares acquired pursuant to the
exercise of an Incentive Option after the expiration of (i) two years from the
date of grant of the Incentive Option, and (ii) one year after the transfer of
the shares to him (the "Waiting Period") will generally recognize a long term
capital gain or loss on the sale.
An employee who disposes of his Incentive Option shares prior to the
expiration of the Waiting Period (an "Early Disposition") generally will
recognize ordinary income in the year of sale in an amount equal to the excess,
if any, of (a) the lesser of (i) the fair market value of the shares as of the
date of exercise or (ii) the amount realized on the sale, over (b) the Incentive
Option price. Any additional amount realized on an Early Disposition should be
treated as capital gain to the employee, short or long term, depending on the
employee's holding period for the shares. If the shares are sold for less than
the option price, the employee will not recognize any ordinary income but will
recognize a capital loss, short or long term, depending on the holding period.
The Company will not be entitled to a deduction as a result of the grant of
an Incentive Option, the exercise of an Incentive Option, or the sale of
Incentive Option shares after the Waiting Period. If an employee disposes of
Incentive Option shares in an Early Disposition, the Company would be entitled
to deduct the amount of ordinary income recognized by the employee.
The grant of Nonqualified Options under the Incentive Plan will not result
in the recognition of any taxable income by the employee. An employee will
recognize ordinary income on the date of exercise of the Nonqualified Option
equal to the excess, if any, of the fair market value of the shares acquired as
of the exercise date over the exercise price. The tax basis of these shares for
purposes of a subsequent sale includes the Nonqualified Option price paid and
the ordinary income reported on exercise of the Nonqualified Option. The income
reportable on exercise of a Nonqualified Option is subject to federal income and
employment tax withholding. Generally, the Company will be entitled to a
deduction in the amount reportable as income by the employee on the exercise of
a Nonqualified Option.
1996 INDEPENDENT DIRECTOR STOCK OPTION PLAN
The Company maintains a 1996 Independent Director Stock Option Plan (the
"Independent Director Plan"). The purpose of the Independent Director Plan is
to provide the independent directors with additional compensation and incentive
for their service as directors. The Company is dependent on the incentive,
effort and judgment of its directors for the successful conduct of its business.
TERM. The Independent Director Plan was adopted by the Board effective
January 24, 1996, and approved by the stockholders on the same date. The
Independent Director Plan expires on the earlier of (i) the date 10 years from
the effective date of the Independent Director Plan, or (ii) the date on which
there have been granted to eligible directors, pursuant to the Independent
Director Plan, stock options to purchase an aggregate of 50,000 shares of Common
Stock.
ADMINISTRATION. The Independent Director Plan is administered by the
Board. All questions of interpretation and application of the Independent
Director Plan shall be determined by the Board.
PARTICIPATION. All independent directors are eligible to participate in
the Independent Director Plan. Stock options to purchase 5,000 shares of Common
Stock are automatically granted upon each eligible director's initial election
to the Board, and stock options to purchase 2,500 shares are automatically
granted upon each eligible director's reelection to the Board. During the
lifetime of the option holder, stock options shall be exercisable only by the
recipient, the recipient's guardian or legal representative, and will be
transferable only by will or operation of the laws of descent and distribution,
pursuant to a qualified
12
domestic relations order, or if permitted by the Board, pursuant to intra-family
transfers without payment of consideration.
SHARES OF STOCK AVAILABLE FOR OPTIONS. A total of 50,000 shares of Common
Stock are available for issuance under the Independent Director Plan. Shares
subject to stock options under the Independent Director Plan may be either
authorized and unissued shares or issued shares that have been acquired by the
Company and held in treasury. When stock options have been granted under the
Independent Director Plan and have lapsed unexercised or partially unexercised
or have been surrendered for cancellation by the option holder, the unexercised
shares may be reoptioned under the Independent Director Plan.
The Independent Director Plan provides for an appropriate adjustment of
shares available under the Independent Director Plan and of shares subject to
outstanding stock options in the event of any changes in the outstanding Common
Stock by reason of any recapitalization, reclassification, stock dividend, stock
split, reverse stock split or any other similar transaction.
STOCK OPTIONS. Each stock option granted under the Independent Director
Plan is evidenced by a stock option agreement containing terms and conditions
not inconsistent with the provisions of the Independent Director Plan. The sale
of shares issued upon exercise of a stock option shall not be allowed until at
least six months after the grant of the stock option. The purchase price payable
upon the exercise of a stock option is equal to the fair market value of the
Common Stock on the date of grant of the stock option.
AMENDMENT OF INDEPENDENT DIRECTOR PLAN. The Board may at any time and from
time to time amend the Independent Director Plan, as it shall deem advisable,
provided that the Independent Director Plan may not be amended more than once
every six months, other than to comport with changes in any tax or other
regulatory requirements. If the Board determines on advice of counsel that it is
necessary or desirable to obtain stockholder approval of any amendment to the
Independent Director Plan, in order to comply with Rule 16b-3 of the Exchange
Act or any successor rule, the effectiveness of any such amendment may be
conditioned upon its approval by the stockholders of the Company. No change may
be made in, and no amendment, rescission, suspension or termination of the
Independent Director Plan shall have an effect on, stock options previously
granted under the Independent Director Plan which may impair or alter the rights
or obligations of the holders thereof. Changes may be made in stock options
previously granted with the consent of the option holder.
MERGER, CONSOLIDATION OR SALE OF ASSETS. If the Company shall engage in a
merger, consolidation, reorganization or recapitalization, each outstanding
stock option (or if such transaction involves less than all of the shares of the
Common Stock, then a number of stock options proportionate to the number of such
involved shares), shall become exercisable for the securities and other
consideration to which a holder of the number of shares of the Common Stock
subject to each such stock option would have been entitled to receive pursuant
to the terms of such merger, consolidation, reorganization or recapitalization.
In the event of (i) a potential merger or consolidation involving the Company,
regardless of whether the Company is a surviving entity of such merger or
consolidation, (ii) a potential liquidation or dissolution of the Company, (iii)
a potential sale or other disposition by the Company of all or substantially all
of its assets, or (iv) a potential sale or other disposition by the stockholders
of the Company of all or substantially all of the outstanding Common Stock to
one purchaser, then the Company shall have the option of terminating all
outstanding stock options upon the actual occurrence of such event by notice to
all option holders at least 15 days prior to such occurrence.
FEDERAL TAX CONSEQUENCES. The grant of a stock option under the
Independent Director Plan does not result in the recognition of any taxable
income by the director. A director will recognize ordinary income on the date of
exercise of the option equal to the excess, if any, of the fair market value of
the shares acquired as of the exercise date over the exercise price. The tax
basis of the shares for purposes of a subsequent sale include the exercise price
paid and the ordinary income reported on exercise of the option. The income
reportable on exercise of an option is subject to federal income and employment
tax withholding. Generally, the Company will be entitled to a deduction in the
amount reportable as income by a director on exercise of an option.
13
CERTAIN TRANSACTIONS
Yorktowne Caskets, Inc. ("Yorktowne"), a York distributor of which George
L. Foley, Jr., Executive Vice President, is a significant stockholder, has an
outstanding note payable to the Company bearing interest at prime plus 1.5% and
due February 1, 1999, the principal balance of which was $325,000 at December
31, 1996. The note relates to the sale of distribution centers to Yorktowne in
1988. The note was entered into in February 1994 simultaneously with the
repayment of a prior note by Yorktowne which bore interest at prime plus 1.5%,
the principal balance of which was $2,025,000 prior to repayment. Since January
1996, the largest amount of indebtedness outstanding on the note was $475,000 on
January 1, 1996.
On September 30, 1996, the Company acquired substantially all of the assets
and assumed the liabilities of Hamilton, of which Stephen F. Duffy, Vice
President -- Sales and Marketing, is a 61% stockholder. The purchase price paid
to Hamilton was $625,000, which included forgiveness of an outstanding note
receivable from Hamilton of $588,000.
On January 17, 1997, the Company acquired substantially all of the assets
of Houston Casket, a corporation of which Gerald D. Runnels, Vice
President -- National Accounts and International Markets, is a 50% stockholder,
and North Texas Casket Company ("NTCC"), a wholly-owned subsidiary of Houston
Casket. The aggregate purchase price paid to Houston Casket and NTCC was
approximately $9.1 million, which was paid by a combination of cash, promissory
notes, subordinated convertible promissory notes and the assumption of certain
liabilities of Houston Casket and NTCC. In connection with the acquisition, Mr.
Runnels executed a non-competition agreement pursuant to which the Company will
pay to Mr. Runnels $50,000 annually for a period of five years.
The Company sells finished caskets and casket components in the ordinary
course of business to various companies and organizations with which some of the
Company's directors, executive officers and stockholders are affiliated. The
following table set forth the gross sales for 1996 of York products to companies
affiliated with directors, executive officers and greater than 5% stockholders.
NAME OF PURCHASER (NAME OF DIRECTOR, YEAR ENDED
EXECUTIVE OFFICER OR 5% STOCKHOLDER) DECEMBER 31, 1996
- ---------------------------------------- -----------------
Houston Casket Company (Gerald D.
Runnels)(1)........................... $14,234,000
Yorktowne Caskets, Inc. (George L.
Foley, Jr.)........................... 12,550,000
Hamilton Distributing Company (Stephen
F. Duffy)(2).......................... 4,201,000
Elder Davis, Inc. (Bruce E. Elder)(3)... 656,000
Vandor Corporation (Bruce E.
Elder)(4)............................. 159,000
- ------------
(1) As discussed above, York acquired Houston Casket in January 1997.
(2) As discussed above, York acquired Hamilton in September 1996.
(3) Two of Mr. Elder's sons hold a majority interest in this entity.
(4) Mr. Elder serves as a director of this entity.
The Company also purchases goods and services from companies affiliated
with directors and/or stockholders in the ordinary course of business at the
sellers' normal prices. The following table sets forth the purchases for 1996 by
York from companies affiliated with directors, executive officers and greater
than 5% stockholders.
NAME OF SELLER (NAME OF DIRECTOR, YEAR ENDED
EXECUTIVE OFFICER OR 5% STOCKHOLDER) DECEMBER 31, 1996
- ---------------------------------------- -----------------
Vandor Corporation (Bruce E.
Elder)(1)............................. $ 2,039,000
Elder Davis, Inc. (Bruce E. Elder)(2)... 391,000
Elderlite Express, Inc. (Bruce E.
Elder)(2)............................. 352,000
- ------------
(1) Mr. Elder serves as a director of this entity.
(2) Two of Mr. Elder's sons hold a majority interest in this entity.
14
Under a management agreement, Vandor Corporation, of which Bruce E. Elder
is a director, provides manufacturing/warehouse space, utilities, direct and
supervisory labor, consultation and marketing services to the Company. Pursuant
to this agreement, the Company paid to Vandor Corporation $426,000 in 1996.
Kenneth L. Johnson, Vice President -- Manufacturing/Stamping, was President
of Kenco when it was acquired by the Company in 1993. The Company paid Kenco
approximately $1 million, and pursuant to a covenant not to compete executed at
the time of the acquisition, the Company has paid to Mr. Johnson $138,000
annually since 1993 and will continue to pay such amount annually to Mr. Johnson
through 2002.
The Company believes that the terms of the transactions described above
were at least as favorable to the Company as could have been obtained with
unaffiliated third parties, and the Company intends to maintain this policy on
similar transactions in the future.
AUDITORS
Arthur Andersen LLP, a certified public accounting firm, has served as the
independent auditor of the Company for seven years. While management anticipates
that this relationship will continue to be maintained during 1997, no formal
action is proposed to be taken at the Annual Meeting with respect to the
continued employment of Arthur Andersen LLP inasmuch as no such action is
legally required. A representative of Arthur Andersen LLP plans to attend the
Annual Meeting and will be available to answer appropriate questions. The
representative also will have an opportunity to make a statement at the meeting
if he so desires, although it is not expected that any statement will be made.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from reporting persons that no Form 5
was required, the Company believes that all Section 16 reporting requirements
were met in 1996.
OTHER MATTERS
The Board knows of no other matters than those described above which are
likely to come before the Annual Meeting. If any other matters properly come
before the meeting, persons named in the accompanying form of proxy intend to
vote such proxy in accordance with their best judgment on such matters.
15
PROPOSALS AND NOMINATIONS FOR NEXT ANNUAL MEETING
Any proposals of holders of Common Stock intended to be presented at the
Annual Meeting of Stockholders of the Company to be held in 1998 must be
received by the Company, addressed to the Secretary of the Company, 9430 Old
Katy Road, Houston, Texas 77055, no later than November 26, 1997, to be included
in the proxy statement relating to that meeting.
By Order of the Board of Directors
/s/ DAVID F. BECK
David F. Beck, SECRETARY
March 26, 1997
THE COMPANY WILL FURNISH WITHOUT CHARGE ADDITIONAL COPIES OF ITS ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 TO INTERESTED
SECURITY HOLDERS ON REQUEST. THE COMPANY WILL FURNISH TO ANY SUCH PERSON ANY
EXHIBITS DESCRIBED IN THE LIST ACCOMPANYING SUCH REPORT UPON PAYMENT OF
REASONABLE FEES RELATING TO THE COMPANY'S FURNISHING SUCH EXHIBITS. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE SECRETARY AT THE COMPANY'S ADDRESS PREVIOUSLY
SET FORTH.
16
FRONT SIDE OF PROXY
- --------------------------------------------------------------------------------
PROXY THE YORK GROUP, INC. PROXY
9430 OLD KATY ROAD, SUITE 300
HOUSTON, TEXAS 77055
ANNUAL MEETING OF STOCKHOLDERS APRIL 29, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) of The York Group, Inc. (the "Company")
hereby appoint Bill W. Wilcock and David F. Beck, and each of them,
attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to vote in respect of the undersigned's shares of the Company's
Common Stock at the Annual Meeting of Stockholders of the Company to be held on
April 29, 1997, at 4:00 p.m., local time, at the Yorktowne Hotel, 48 East Market
Street, York, Pennsylvania 17402 and at any adjournment(s) thereof, the number
of shares the undersigned would be entitled to cast if personally present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES SET FORTH
BELOW.
PROPOSAL 1: ELECTION OF DIRECTORS
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for the nominees listed below
contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Eldon P. Nuss Bruce E. Elder Robert T. Rakich
Bill W. Wilcock Kirk P. Pendleton
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
BACK SIDE OF PROXY
2. In their discretion, on such other matters as may properly come before the
1997 Annual Meeting of Stockholders or any adjournment(s) thereof; all as
more particularly described in the Proxy Statement, receipt of which is
hereby acknowledged.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE DIRECTOR NOMINEES SET FORTH ON THE REVERSE SIDE. All
prior proxies are hereby revoked.
______________________________________
______________________________________
Signature(s)
Dated ________________________ , 1997
(Please sign exactly as your name
appears hereon. When signing as
attorney, executor, administrator,
trustee, guardian, etc., give full
title as such. For joint accounts,
each joint owner should sign.)
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD USING THE
ENCLOSED ENVELOPE.