SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1 )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
VITRONICS CORPORATION
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than 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) an 0-11.
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):
---------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided in
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: -----------------
VITRONICS CORPORATION
1 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1997
TO: The Stockholders of Vitronics Corporation:
The Annual Meeting of Stockholders of Vitronics Corporation will be held on
Thursday, May 1, 1997 at 10:00 a.m., local time, at the Company's
headquarters, 1 Forbes Road, Newmarket, New Hampshire, to consider and act
upon the following matters:
1. To elect one Class A director to the Board of Directors to serve until
the Annual Meeting of Stockholders in the year 2000 and thereafter
until his successor is duly elected and qualified.
2. To ratify the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as the Company's independent auditors for the 1997 fiscal year.
3. To transact such other business as may properly be presented at the
meeting or any adjournment thereof.
The Board of Directors has fixed March 21, 1997 as the record date for
determining the stockholders entitled to notice of, and to vote at, the Annual
Meeting.
YOUR VOTE IS IMPORTANT TO THE COMPANY. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE AND DATE THE ENCLOSED PROXY
AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES. IF YOU ATTEND
THE MEETING AND WISH TO VOTE IN PERSON,
YOUR PROXY WILL NOT BE USED.
Order of the Board of Directors,
Lorraine D. Giordano, CLERK
Newmarket, New Hampshire
March 31, 1997
VITRONICS CORPORATION
1 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1997
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Vitronics Corporation, a Massachusetts corporation (the "COMPANY"), for use
at the 1997 Annual Meeting of the Stockholders of the Company to be held on
May 1, 1997, at 10:00 a.m., local time, at the Company's headquarters, 1
Forbes Road, Newmarket, New Hampshire. This Proxy Statement and form of
proxy are being mailed to stockholders on or about March 31, 1997 accompanied
by the 1996 Annual Report to Stockholders.
Proxies in the form enclosed will be voted at the meeting if they are
properly executed, dated and returned to the Company prior to the meeting and
are not revoked prior to the voting. A stockholder of record who grants a
proxy has the power to revoke it at any time before it is exercised (i) by
delivering to the Clerk of the Company an instrument revoking the proxy; (ii)
by delivering to the Company a duly executed proxy bearing a later date, or
(iii) by attending the Annual Meeting and voting in person.
MATTERS TO BE CONSIDERED
The Annual Meeting has been called for the following purposes:
1. To elect one Class A director to the Board of Directors to serve until
the Annual Meeting of Stockholders in the year 2000 and thereafter until
his successor is duly elected and qualified.
2. To ratify the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as the Company's independent auditors for the 1997 fiscal year.
3. To transact such other business as may properly be presented to the
meeting or any adjournment thereof.
If a proxy in the accompanying form is duly executed and returned, the shares
represented thereby will be voted in accordance with the instructions
contained in it. If no instructions are given, the shares will be voted FOR
the Board's nominees, and FOR Proposal 2. As to any other matter that may
properly come before the Annual Meeting, the proxy holders will vote in
accordance with their best judgment, although the Company does not currently
know of any such matters. Each director and officer of the Company has
informed the Company that he or she intends to vote for the approval of the
proposals set forth in the notice of meeting.
OUTSTANDING SHARES, VOTING RIGHTS AND PROCEDURES
At March 21, 1997 (the "RECORD DATE"), there were 9,856,572 shares of Common
Stock outstanding. Holders of record of the shares of the Company's common
stock, par value $.01 per share (the "COMMON STOCK"), outstanding at the
close of business on the Record Date are entitled to notice of, and to vote
at, the meeting or any adjournment thereof. Record holders of Common Stock
are entitled to one vote for each share held on matters properly presented at
the meeting.
The holders of a majority of the shares of the Common Stock entitled to vote
present in person or by proxy will constitute a quorum for the transaction of
business at the meeting, but if a quorum should not be present, the meeting
may be adjourned from time to time until a quorum is obtained. Proposals 1
and 2 require a simple majority of the shares present and voting in person or
by proxy. Abstentions are treated as present, but not voting and therefore
have no effect on the outcome of the voting. A "broker non-vote," by
definition, is not counted in determining whether a matter requiring approval
of a majority of the shares present and voting has been approved. A broker
non-vote relates to shares of Common Stock held in the name of a nominee as
to which (i) the nominee has not received instructions from the beneficial
owner or person entitled to vote and the nominee does not have discretionary
voting power under applicable rules or the instrument under which it serves
as a nominee; or (ii) the record holder has indicated on the proxy or has
executed a proxy and otherwise notified the Company that the nominee does not
have authority to vote such shares on a given matter.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
In accordance with Massachusetts Business Corporation Law, the Company has a
classified Board of Directors consisting of two Class A directorships, the
current term of which expires in 1997, two Class B directorships the current
term of which expires in 1998, and three Class C directorships, the current
term of which expires in 1999. James J. Manfield, Jr., the sole current
Class A director, has been nominated for re-election for a term that expires
in the year 2000.
There is one unfilled vacancy in each class of directorships. The Directors
are seeking individuals to fill the vacant seats, but have not yet identified
any qualified candidates. No nominations have been made and none will be
accepted at the Annual Meeting for the vacant Class A, Class B and Class C
directorships.
Proxies solicited by the Board of Directors hereby may not be voted for more
than one nominee for the Class A directorship. Should James J. Manfield, Jr.
become unable or unwilling to accept nomination or election, it is intended
that the proxy holders will vote for the election of such person as the Board
of Directors may recommend. The Company presently has no reason to believe
that Mr. Manfield will refuse or be unable to serve if elected.
Certain information about the nominee for election and each other person who
will continue as a director after the meeting is set forth below. The
information as to business experience and Common Stock ownership has been
furnished by each director.
Name Age Current Term Expires Director Since Class
James J. Manfield, Jr., 56 1997 1981 A
David R. A. Steadman 59 1998 1987 B
Allen H. Keough 67 1999 1989 C
James R.Kanely 55 1999 1995 C
JAMES J. MANFIELD, JR.: Mr. Manfield has served as Chairman of the Board and
Chief Executive Officer of the Company since September 1983, as Treasurer
since October 1990, as Chief Financial Officer since May 1991, and as a
Director since its organization. He also served as President of the Company
from July 1986 to November 1992 and since the recent resignation of the
former President in February 1997; and as Chief Financial Officer from July
1986 to May 1987 and from March 1988 to July 1988.
DAVID R. A. STEADMAN: Mr. Steadman has served as President of Atlantic
Management Associates Inc., a management services firm, since September 1988.
From 1990 to 1994, Mr. Steadman served as President and Chief Executive
Officer of Integra -- A Hotel and Restaurant Company and from 1987 to
1988 as Chairman and Chief Executive Officer of GCA Corporation, a
manufacturer of automated semiconductor capital equipment. From 1980 to
1987, Mr. Steadman was a Vice President of Raytheon Company, a defense
electronics manufacturer, and served in various management positions, most
recently as President of its venture capital division. Mr. Steadman is
Chairman of the Board of Directors of Technology Service Group, Inc., a
manufacturer of high technology pay telephone components and Wahlco
Environmental Systems, Inc., a manufacturer of environmental conditioning
systems. He is also a director of Aavid Thermal Technologies, Inc., which
manufactures thermal management products and produces computational fluid
dynamics software, and Kurzweil Applied Intelligence, Inc., a voice
recognition software company.
ALLEN H. KEOUGH: Dr. Keough retired in December 1996 as Vice President
- --Research and Development of Metallized Products, Inc., a manufacturer of
electronic device packaging material, a position he had held since April
1994. Prior to that from 1981 to April 1994, he served as its Technical
Director.
JAMES R. KANELY: Mr. Kanely has served as President and Chief Executive
Officer of Road Atlanta, Ltd., an automobile racetrack since June of 1992.
From November of 1993 to October of 1995, Mr. Kanely served as President and
Chief Operating Officer of The Alpine Group, Inc., a telephone cable
manufacturer, and Mr. Kanely presently serves as a director of that company.
Mr. Kanely served as President and Chief Executive Officer of Superior
TeleTec, also a telephone cable manufacturer, from 1984 to 1993.
There are no family relationships between any of the foregoing persons.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has two standing committees, an Audit Committee and a
Compensation Committee. It does not have a standing nominating committee or
a committee performing a similar function. During 1996, the Board held nine
meetings and each Director attended at least 75% of the aggregate number of
those meetings and of meetings of committees on which he served.
THE AUDIT COMMITTEE: The members of the Audit Committee are David R.A.
Steadman (Chairman) and Allen H. Keough. The principal duties of the Audit
Committee are to nominate a firm of independent auditors for appointment by
the Board; to meet with the independent auditors to review and approve the
scope of their audit engagement and the fees related to such work; to meet
with the Company's financial management and independent auditors to review
matters relating to internal accounting controls, the Company's accounting
practices and procedures, and financial condition; and to report to the Board
periodically any conclusions or recommendations the Audit Committee may have
with respect to those matters. The Audit Committee met three times in 1996.
THE COMPENSATION COMMITTEE: The members of the Compensation Committee are
James R. Kanely (Chairman) and David R.A. Steadman. The principal duties of
the Compensation Committee are to review all compensation of the
employee-directors and officers of the Company and to prepare recommendations
and periodic reports to the Board concerning such matters, and to function as
the stock option committee of the Company's 1983, 1983-II, and 1987 Stock
Option Plans and the 1995 Key Employees Stock Option Plan. The Compensation
Committee held two meetings in 1996.
COMPENSATION OF DIRECTORS
Each non-employee Director of the Company receives an annual stipend of $3,000
for serving on the Board and $500 for each Board meeting attended.
PROPOSAL 2 -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Coopers & Lybrand L.L.P., certified public accountants, served as
the Company's independent accountants to audit the Company's financial
statements for the fiscal year ended December 31, 1996 and, subject to
stockholder ratification, has been appointed by the Board of Directors as the
Company's independent accountants to audit the Company's financial statements
for the fiscal year ending December 31, 1997.
A representative of Coopers & Lybrand L.L.P. is expected to be present at the
Annual Meeting to make a statement if he wishes to do so and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P.
EXECUTIVE OFFICERS OF THE COMPANY AND THEIR COMPENSATION
Listed below are the names, ages, and titles of the executive officers of the
Company at March 21, 1997. The Company's executive officers were elected by
the Board to serve until the first meeting of the Board following the next
annual meeting of stockholders and thereafter until their successors are duly
elected and qualified.
NAME AGE POSITION WITH THE COMPANY
James J. Manfield, Jr. 56 Chairman, President, Chief
Executive Officer, Chief Financial
Officer and Treasurer
Albert J. Chanasyk 56 Vice President -- Engineering
Thomas F. Nash 43 Vice President Sales & Marketing
Daniel J. Sullivan 39 Vice President & Controller
For a description of the business experience of Mr. Manfield, see "PROPOSAL 1
- --ELECTION OF DIRECTORS," above.
ALBERT J. CHANASYK has served as Vice President -- Engineering of the Company
since May 1990. From October 1986 to May 1990, Mr. Chanasyk served as an
Engineering Manager for the Ion Beam Implanter division of Eaton Corp. of
Beverly, Massachusetts. From May 1984 to October 1986, Mr. Chanasyk served
as Director of Engineering and Engineering Manager of Factron, a factory
automation division of Schlumberger Industries SA, located in Latham, New
York.
THOMAS F. NASH has been Vice President Sales & Marketing of the Company since
November 1996. Prior to that from January 1994 to November 1996 he was
Director of Marketing for the Emhart Glass Division of Black & Decker
Corporation and from 1989 to January 1994, he was Director of Marketing and
Product Development of the Dynapert Division of Black & Decker.
DANIEL J. SULLIVAN has served as Corporate Controller of the Company since
April 1994 and a Vice President since May 1995. From 1989 through October
1993 he served as Controller of Visual Technology, Inc., of Westboro,
Massachusetts, a manufacturer of computer terminals. From May 1987 through
January 1989 he served as Assistant Controller, and from November 1985
through May 1987 he served as Accounting Manager at Visual Technology.
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation for services rendered in all
capacities to the Company for the fiscal years ended December 31, 1996, 1995
and 1994 allocated or paid on or before December 31, 1996 to the Company's
Chief Executive Officer and to the other most highly compensated executive
officers of the Company whose compensation exceeded $100,000 in 1996 and who
were serving at the end of 1996.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------ ------------------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY* BONUS OPTIONS COMPENSATION
POSITION IN 1996 YEAR ($) ($) (#) ($)
- -------------------------------------------------------------------------------
James J. Manfield, Jr. 1996 152,692 50,000 -0- 2,932(1)
CHAIRMAN AND 1995 138,951 70,000 -0- 3,052
CHIEF EXECUTIVE OFFICER 1994 132,355 26,500 50,000 2,512
Albert J. Chanasyk 1996 119,630 22,000 10,000 2,546(2)
VICE PRESIDENT -- 1995 108,696 32,500 30,000 1,995
ENGINEERING 1994 111,385 5,500 10,000 1,832
- ------------------------------------------------------------------------------
- --------------------
* Includes compensation deferred at the election of the named executive officer
pursuant to the Company's 401(k) Plan.
(1) This amount consists of $2,375 representing the Company's 1996 matching
contribution to Mr. Manfield's 401(k) account based on the amount of
compensation deferred under that plan by Mr. Manfield and $557
representing premiums paid in 1996 by the Company on a group term
life insurance policy for Mr. Manfield.
(2) This amount consists of $2,282 representing the Company's 1996 matching
contribution to Mr. Chanasyk's 401(k) account based on the amount of
compensation deferred under that plan by Mr. Chanasyk and $264
representing premiums paid in 1996 by the Company on a group term life
insurance policy for Mr. Chanasyk.
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OPTION/SAR TABLES
OPTION/SAR GRANTS TABLE
The following table sets forth certain information regarding options granted
during the fiscal year ended December 31, 1996 to the executive officers of
the Company named in the Summary Compensation Table, above. No SARs (stock
appreciation rights) were granted during 1996.
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE EXPIRATION
UNDERLYING EMPLOYEES IN PRICE DATE
OPTIONS FISCAL YEAR
NAME
- -------------------------------------------------------------------------------
James J. Manfield, Jr. -0- -- -- --
Albert J. Chanasyk 10,000* 8% $1.03 December, 2006
- -------------------------------------------------------------------------------
* This option was granted in December 1996 at an exercise price equal to the
market price on the date of grant and becomes exercisable in five equal
installments of 20% of the shares each, on the first five anniversaries of
the grant date.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUE
The following table sets forth certain information based on the fair market
value per share of the Common Stock on December 31, 1996 ($1.0625), the last
day of the Company's 1996 fiscal year, with respect to stock options held at
that date by each of the individuals named in the Summary Compensation Table,
above. The "value" of unexercised in-the-money options is the difference
between the market value of the Common Stock subject to the options at
December 31, 1996 and the exercise price of the option.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END
---------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------
James J. Manfield, Jr. 100,000 25,000 $106,250 $26,562
Albert J. Chanasyk 58,000 40,000 $61,625 $42,500
- -------------------------------------------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS ETC.
In March 1995, the Company renewed its Employment Agreement with Mr. Manfield
for a one-year period. The agreement will automatically be renewed for
additional one-year periods unless terminated by the Company on notice given
ninety days prior to the end of a twelve-month period, in which event the
Company will continue to pay him his then current salary for a period of 12
months. The Company is also obligated to continue to pay Mr. Manfield his
then current salary after termination of his employment under certain other
conditions. If termination of employment is by the Company without cause or
for disability, payment of salary is to continue for a period of 12 months or
for a period of 24 months if the termination occurs after certain changes in
control or if termination is by Mr. Manfield for certain enumerated reasons
subsequent to a change in control. The agreement provides for payment by the
Company of a minimum annual base salary of $140,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at March 1, 1997 with
respect to the beneficial ownership of the Company's Common Stock by each
director and the nominee for director; the Chief Executive Officer; the other
executive officer named in the Summary Compensation Table, above; all
directors and executive officers as a group; and, at December 31, 1996 as to
each person believed to be a beneficial owner of 5% or more of the Common
Stock. All information with respect to ownership has been furnished by the
respective directors, officers and 5% owners.
The numbers and percentages assume for each person or group listed, the
exercise of all stock options, warrants or conversion privileges held by such
person or group that are exercisable within 60 days of March 1, 1997 in
accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, but
not the exercise thereof by any other person listed.
NUMBER OF SHARES
NAME (1) BENEFICIALLY OWNED PERCENT OF CLASS
James J. Manfield, Jr. 540,244 (2) 5.4%
David R. A. Steadman 102,500 (3) *
Allen H. Keough 30,909 (4) *
James R. Kanely 4,000 (5) *
Albert J. Chanasyk 58,000 (5) *
All directors and executive
officers as a group (7 persons) 753,153 (6) 7.5%
- -----------
* Denotes less than 1% of class.
(1) Mr. Manfield's address is the address of the Company set forth on the first
page of this Proxy Statement.
(2) Of these shares, 207,518 are owned by members of Mr. Manfield's family and
100,000 are purchasable within 60 days of March 1, 1997 under outstanding
stock options.
(3) Of these shares, 51,500 are purchasable within 60 days of March 1, 1997
under outstanding stock options.
(4) Of these shares, 19,000 are purchasable within 60 days of March 1, 1997
under outstanding stock options.
(5) These shares are purchasable within 60 days of March 1, 1997 under
outstanding stock options.
(6) Of these shares, 250,000 are purchasable within 60 days of March 1, 1997
under outstanding stock options.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities ("INSIDERS") to file reports of
ownership and certain changes in ownership with the Securities and Exchange
Commission and the American Stock Exchange and to furnish the Company with
copies of those reports.
Based solely on a review of those reports and amendments thereto furnished to
the Company during its most recent fiscal year or written representations
that no Forms 5 were required, the Company believes that during the fiscal
year ended December 31, 1996, all Section 16(a) filing requirements
applicable to the Company's Insiders were satisfied.
SOLICITATION OF PROXIES
The cost of preparing and mailing the enclosed material will be borne by the
Company. In addition to the solicitation of proxies by mail, it is possible
that at the Company's expense, officers, directors and employees of the
Company may solicit proxies on behalf of the Board of Directors by telephone,
facsimile, telex, telegraph and in person. No additional compensation will
be received by any officer, director or employee of the Company in connection
with any such proxy solicitation. Upon request, the Company will reimburse
brokers, dealers, banks and trustees, or their nominees, for reasonable
expenses incurred by them in forwarding proxy material to beneficial owners
of shares of Common Stock.
STOCKHOLDER PROPOSALS
A proposal submitted by a stockholder for action at the Company's 1998 Annual
Meeting of Stockholders must be received at the Company's headquarters, 1
Forbes Road, Newmarket, New Hampshire, 03857-2099, no later than December 1,
1997 in order to be included in the Company's Proxy Statement for that
meeting. Any such proposal must comply with the rules and regulations of the
Securities and Exchange Commission.
By Order of the Board of Directors,
Lorraine D. Giordano, CLERK
Newmarket, New Hampshire
March 31, 1997
VITRONICS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (i) revokes previous proxies given with respect to the
shares of the common stock of Vitronics Corporation (the "COMPANY") noted
hereon and registered in the name of the undersigned (the "SHARES"); (ii)
acknowledges receipt of the Notice of Annual Meeting of Stockholders and the
Proxy Statement dated March 31, 1997 in connection with the Annual Meeting of
Stockholders of the Company to be held on May 1, 1997 at 10:00 a.m. at the
Company's headquarters, 1 Forbes Road, Newmarket, New Hampshire or any
adjournment thereof; and (iii) appoints James J. Manfield, Jr., David R. A.
Steadman and Lorraine D. Giordano or any one of them, each with full power to
act alone, the attorneys and proxies of the undersigned with power of
substitution to each, to vote all of the Shares that the undersigned is
entitled to vote at the 1997 Annual Meeting of Stockholders of the Company,
and at any adjournment thereof, with all the powers the undersigned would
have had if personally present at said meeting. Without limiting the
generality of the authorization hereby given, said proxies are, and each of
them is, instructed to vote or act as follows on the matters to be voted upon
set forth in said Proxy Statement:
Election of one director (or if the nominee is not available for election,
such substitute as the Board of Directors may designate).
NOMINEE: James J. Manfield, Jr.
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS, YOU NEED ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE -- YOU
NEED NOT MARK ANY BOXES.
CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE
SEE REVERSE SIDE
[REVERSE SIDE]
Please mark
votes as in /X/
this example
ITEM 1. ITEM 2. FOR AGAINST ABSTAIN
Election of Directors: Ratification of the / / / / / /
Appointment of Coopers
& Lybrand L.L.P.
NOMINEE: James J. Manfield, Jr.
For the Nominee / /
Withhold From the Nominee / /
Signature(s)-----------------------------------------------------------------
Date:----------1997
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing in a representative capacity, please give full title. Corporations
should sign in the corporate name by an authorized officer; partnerships in
the partnership name by an authorized person.