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 <section>240.14a-11(c) or
<section>240.14a-12
TRANSACT INTERNATIONAL 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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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 calculate 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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TRANSACT INTERNATIONAL INC. 1996 PROXY STATEMENT
Notes
ADVERSE PARTIES. With respect to all directors and executive
officers of Transact, Transact must disclose in the Proxy Statement any
material proceedings to which any director, officer or affiliate of
Transact is a party adverse to Transact or has a material interest
adverse to Transact. (see Schedule 14A, Item 7(a) and instruction 4 to
Item 103 of Reg S-B.
SIGNIFICANT EMPLOYEES. If there is any person other that an
executive officer who is expected to make a significant contribution to
the business of Transact, Transact should identify such person in Proxy
Statement, list his/her position and offices, describe the person's
business experience during the past 5 years and identify any
directorships held by such person. (See Schedule 14A, Item 7(b) and Reg
S-B Item 104(b).
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS. if, within the past 5
years, any of the directors, nominees, executive officers or the
controller of Transact has, or a business in which he was general
partner or and executive officer has, been subject to a bankruptcy, or
if such person has been convicted in a criminal proceeding or a criminal
proceeding is pending against him (other than traffic violations of
minor offenses) or has been subject to an order, judgment, or decree
(not subsequently overturned) prohibiting or limiting his involvement in
any type of business, securities or banking activities, or has been
found by a court to have violated any federal or state securities laws
(and such finding has not been overturned), THEN, such information must
be disclosed in the Proxy Statement. (See Schedule 14A, Item 7(b) and
Reg S-B Item 104(d).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Other than as
already set forth in the Proxy, if a director, executive officer,
nominee, significant employee or family immediate family member of any
of the foregoing within the last 2 years has had a direct or indirect
interest in any transaction or proposed transaction to which Transact
was or was supposed to be a party, Transact must provide a description
of such transactions in the Proxy Statement. (See Schedule 14A, Item
7(b) and Reg S-B Item 404(a).
RESIGNATION, DECLINATION TO STAND FOR RE-ELECTION. If a
director has resigned or declined to stand for re-election to the Board
of Directors of Transact since the date of the last annual meeting
because of a disagreement with Transact or any matter relating to the
operations, policies or practices of Transact, and if the director has
furnished Transact with a letter describing such disagreement and
requesting that the matter be disclosed, Transact must disclose in the
Proxy Statement the dated of the resignation or declination to stand for
re-election and summarize the director's description of the
disagreement. Transact may also include a brief statement of its views
of the disagreement if it believes that the director's description is
incorrect or inaccurate.
TRANSACT INTERNATIONAL INC.
22 THORNDAL CIRCLE
DARIEN, CT 06820
(203) 656-0777
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 9, 1996
August 28, 1996
TO ALL HOLDERS OF COMMON SHARES:
The Annual Meeting of Stockholders of Transact International Inc., a
Connecticut corporation ("Transact"), will be held at Transact's corporate
offices, 22 Thorndal Circle, Darien, Connecticut 06820, on Wednesday,
October 9, 1996 at 10:00 A.M. Eastern time, for the following purposes:
1. To elect a Board of Directors consisting of four persons, each for a term
of one year; and
2. To transact such other business as may properly come before the meeting, or
any adjournments thereof.
The holders of the outstanding Common Stock, no par value, of Transact
as of the close of business on August 16, 1996, will be entitled to notice of,
and to vote at, the meeting and any adjournment thereof.
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON OR IF YOU WISH TO
VOTE BY PROXY, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD FOR THE
SHARES HELD BY YOU AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
MEETING YOU MAY VOTE IN PERSON OR BY PROXY.
By order of the Board of Directors
/s/ FRANK B. CARDER
FRANK B. CARDER
CHAIRMAN OF THE BOARD
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 9, 1996
INTRODUCTION
GENERAL. This Proxy Statement (the "Proxy Statement") is furnished in
connection with the solicitation of proxies by the Board of Directors of
Transact International Inc. (the "Company") to be used at the Annual Meeting
of Stockholders of the Company to be held on Wednesday, October 9, 1996 at
10:00 A.M. Eastern time and at any adjournments thereof (the "Meeting"), at
the Company's principal executive offices at 22 Thorndal Circle, Darien,
Connecticut 06820.
The approximate date on which this Proxy Statement and the enclosed form of
proxy are first being sent to stockholders is August 28, 1996.
REVOCABILITY OF PROXY. A stockholder may revoke an executed proxy at any
time prior to its exercise by delivering to the Company a written notice of
revocation or by receipt by the Company of a later dated proxy, or by
attending the Meeting and voting in person. Unless revoked, the shares of the
Company's Common Stock, no par value (the "Common Stock"), represented by
proxies will be voted in accordance with the directions given therein. If no
direction is given, the shares of the Common Stock represented by a proxy will
be voted FOR the proposals set forth in this Proxy Statement.
SOLICITATION OF PROXIES. The Company will bear the cost of the solicitation
of proxies by the Board of Directors for use in connection with the Meeting.
In addition to the use of the mails, proxies may be solicited by officers and
regular employees of the Company, personally, by telephone or telegraph, and
the Company may reimburse persons holding shares in their names or those of
their nominees for any expenses incurred in connection with the transmittal of
solicitation material to their principals. The Company has retained the
Registrar and Transfer Company to assist it in the solicitation of proxies for
a fee not to exceed $8,000.00, which fee includes the expenses and
disbursements of that firm.
VOTING SECURITIES. The Board of Directors has set the close of business on
August 16, 1996 as the record date for determining the stockholders to whom
this Proxy Statement and the enclosed form of proxy shall be sent, and for
determining the stockholders permitted to vote at the Meeting. On the record
date, 6,123,235 shares of the Common Stock were outstanding. Each share of
the Company's Common Stock entitles the holder thereof to one vote on each
proposal and no votes may be cumulated. The enclosed form of proxy provides
stockholders with an opportunity to direct the proxies named thereon to vote
in connection with the proposals described in this Proxy Statement. Unless
otherwise noted in this Proxy Statement, all matters to come before the
meeting that are listed on the Notice of Annual Meeting require the
affirmative vote of a majority of those shares, present in person or by proxy
and voting at the Annual Meeting, to be adopted, assuming that a quorum is
present. A majority of the outstanding shares entitled to vote must be
present in person or represented by proxy at the Annual Meeting to constitute
a quorum. Abstentions and broker non-votes will be treated as shares which
are present and entitled to vote for purposes of determining a quorum but
those shares will not be treated as having been voted for purposes of
determining the approval of any matter submitted to stockholders for a vote.
ITEM 1: ELECTION OF DIRECTORS
NOMINEES. The Company's Board of Directors consists of four persons, each
of whom is elected at the Annual Meeting of Stockholders for a one-year term
and until his successor has been duly elected and has qualified or until his
earlier death, resignation or removal. Each of the following nominees
currently serves as a director of the Company:
Messrs. Frank B. Carder John E. McConnaughy, Jr.
Bruno S. Frassetto Randall W. Sweeney
It is not anticipated that any of the foregoing nominees will be
unavailable to serve as a director of the Company. In the event that any
nominee should become unavailable to serve for any reason, however, the
persons named in the enclosed form of proxy reserve the right to substitute
another of their choice as nominee in his place or to vote for such lesser
number of directors as may be prescribed by the Board of Directors in
accordance with the Company's Certificate of Incorporation and By-Laws.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
FOREGOING NOMINEES, AND UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE
ENCLOSED FORM OF PROXY TO THE CONTRARY, PROPERLY EXECUTED PROXIES WILL BE
VOTED FOR THE FOREGOING NOMINEES.
1
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
The information and figures provided below are provided on the basis of
information furnished to the Company by the named individuals. Said
individuals owned the shares set forth beneficially and of record and had sole
voting and investment power with respect to such shares. The figures exclude
an aggregate of 9,000 shares held by members of the immediate families of the
directors and executive officers, as to which such directors and officers
disclaim beneficial ownership.
NOMINEES FOR ELECTION FOR THE TERM ENDING 1997
FRANK B. CARDER Director Since 1980
Chairman of the Board Age 72
Transact International Inc.
Mr. Carder has served as Chairman of the Board of the Company since
April 21, 1995. From November 7, 1980 to April 20, 1995 he was President
of the Company.
Shares of Common Stock owned as of July 19, 1996: 1,034,299
Percent of Class: 16.9%
BRUNO S. FRASSETTO Director Since 1980
President Age 70
Transact International Inc.
Mr. Frassetto has served as President of the Company since April 21,
1995. From November 7, 1980 to April 20, 1995 he was Executive Vice
President and Secretary of the Company.
Shares of Common Stock owned as of July 19, 1996: 960,000
Percent of Class: 15.7%
JOHN E. McCONNAUGHY, JR. Director since 1978
Retired Chairman of the Board, Chief Executive Officer Age 67
GEO International Corporation
Mr. McConnaughy retired as Chairman of the Board and Chief Executive
Officer of GEO International Corporation ("GEO") on October 1, 1992. Prior
to his retirement, he had been Chairman and CEO of GEO since 1981. He is a
director of GEO, Mego Corporation, Pantipec Corporation, DeVlieg Bullard
Corp., Riddell Sports Inc., Disease Protection International Inc., Enviropur
Waste Refining and Technology Inc. and Oxigene Inc.
Shares of Common Stock owned as of July 19, 1996: 11,000
Percent of Class: less than 1%
RANDALL W. SWEENEY Director Since 1993
President Age 47
R.W. Sweeney & Associates, Inc.
Mr. Sweeney has served as President of R.W. Sweeney & Associates, Inc.,
a consulting firm for government contractors, since 1981 and has served as
a member of the Ohio Board of Tax Appeals since 1984. In addition, Mr.
Sweeney is Vice President of Marketing and Contract Administration for
Ferrotherm Company, a Cleveland-based manufacturer of turbine engine parts
and components.
Shares of Common Stock owned as of July 19, 1996: 10,000
Percent of Class: less than 1%
2
EXECUTIVE OFFICERS. The executive officers of, and their ages and
respective positions with, the Company are as set forth below:
NAME POSITION AGE
Frank B. Carder Chairman of the Board 72
and Director
Bruno S. Frassetto President and Director 70
Axel Coelln Executive Vice 51
President
OTHER INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS. As of
July 19, 1996, all of the Company's directors and executive officers as a
group (5 persons) beneficially owned 2,026,299 shares, or approximately 33.1%
of the outstanding Common Stock, including shares which such directors and
officers may acquire within 60 days upon the exercise of options. Each
director and officer has sole voting and investment power over the shares
reported. The shares reported exclude an aggregate of 9,000 shares held by
members of the immediate families of the directors and officers as to which
beneficial ownership is disclaimed.
No director, executive officer or nominee has any family relationship to
any other director, executive officer or nominee.
Officers of the Company are elected by the Board of Directors generally
at the meeting of said Board immediately following each Annual Meeting of
Stockholders of the Company. Each officer serves until the meeting of the
Board of Directors following the next Annual Meeting of Stockholders, subject
to his earlier resignation, removal or death, and until his successor has
been duly elected and has qualified.
Each Director who is not an employee of the Company receives an annual fee
of $7,000 for attending meetings of, and serving on, the Board of Directors.
No additional amounts are payable for committee participation or special
assignments.
In addition, Mr. Sweeney was paid $19,421.58, for consulting services
performed for the Company in the fiscal year ended April 30, 1996.
During fiscal 1995 Bruno S. Frassetto, President and a director of the
Company received two interest free advances from the Company aggregating
$45,000. During fiscal 1996 Mr. Frassetto repaid $35,000 of these advances
and is to pay the remaining $10,000 during fiscal 1997.
COMMITTEES OF THE BOARD OF DIRECTORS. The Audit Committee of the Board of
Directors is comprised of Messrs. Sweeney and McConnaughy. The principal
functions of this Committee are to recommend to the Board of Directors the
independent public accounting firm that will conduct the annual audit of the
Company's accounts, to review the nature and scope of the audit, and to
review the financial organization and accounting practices of the Company.
The Audit Committee held one meeting during the fiscal year ended April 30,
1996.
The Board of Directors has no nominating or compensation committee.
During the fiscal year ended April 30, 1996, the Board of Directors held
2 meetings. All directors attended at least 75% of the total number of
meetings of the Board of Directors and of committees on which they served.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. To the
best knowledge of the Company based on a review of information filed with
the Securities and Exchange Commission and the Company's stock records, the
following table presents information as of July 19, 1996 with respect to
the beneficial ownership of the Common Stock of: (i) all persons known to
the Company to be the beneficial owner of more than 5% of any class of such
securities; (ii) the directors and nominees of the Company; (iii) the
executive officers named in the Summary Compensation Table; and (iv) all
directors and executive officers of the Company as a group.
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner(1) of Class
-------------------- ------------------- --------
Frank B. Carder 1,034,299 shares 16.9%
28 Hamilton Lane
Darien, Connecticut 06820
Bruno S. Frassetto
386 June Road 960,000 shares 15.7%
Stamford, Connecticut 06903
Donald G. Stiles
5540 North Ocean Drive 667,000 shares 10.9%
Apt. 11A
Rivera Beach, Florida 33404
Axel Coelln
105 Harbor Drive #139 11,000 shares(2) less than 1%
Stamford, Connecticut 06905
John E. McConnaughy, Jr.
JEMC Corp. 11,000 shares less than 1%
1011 High Ridge Road
Stamford, CT 06905
Randall W. Sweeney
R. W. Sweeney & Associates, Inc. 10,000 shares less than 1%
1057 Woodglen Road
Westerville, Ohio 43081
All directors and executive
officers as a group (five) 2,026,299 shares(3) 33.1%
- -------------
(1) Each of the named individuals owned the shares included in the table
beneficially and of record and had sole voting and investment power with
respect to such shares. The figures shown in the table exclude an aggregate
of 9,000 shares held by members of the immediate families of the directors
and executive officers. The directors and executive officers disclaim
beneficial ownership of such shares.
(2) The 11,000 shares shown for Mr. Coelln may be acquired within 60 days
of July 19, 1996 upon his exercise of the stock options granted to him by the
Company.
(3) Includes all shares listed above, including the 11,000 shares subject
to options which are exercisable within 60 days of July 19, 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. During the fiscal year
ended April 30, 1996, the Company engaged Webb-Stiles Company ("WSC") to
perform certain manufacturing for the Company. Donald G. Stiles, a holder of
10.9% of the Company's issued and outstanding Common Stock, is a principal
shareholder of WSC. The Company paid WSC $148,702 during the 1996 fiscal
year, and expects to pay WSC an additional $568,000 for manufacturing
contracted to be completed during the 1997 fiscal year. WSC has also
guaranteed a letter of credit in the amount of $156,894 issued for the
account of the Company in connection with a project being performed by the
Company in India. The WSC guarantee is collateralized by the assignment of
certain accounts receivable of the Company.
4
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table summarizes all
compensation paid to the Company's Chairman of the Board and to all of the
Company's executive officers other than the Chairman of the Board for
services rendered in all capacities to the Company for fiscal years ended
April 30, 1996, 1995, and 1994, respectively. Perquisites, personal benefits
and other compensation paid to each named officer are not disclosed below as
they aggregate less than the minimum disclosure levels.
Annual Compensation
-----------------------------
Name and All Other
Principal Position Fiscal Year Salary Compensation*
-------------------- ----------- -------- ------------
Frank B. Carder 1996 $145,850 2,275.50
Director, Chairman 1995 $ 84,100 7,959.00
of the Board 1994 $131,218 7,128.48
Bruno S. Frassetto 1996 $201,600 6,048.00
Director, President 1995 $108,850 11,151.00
1994 $153,218 5,808.48
Axel Coelln 1996 $154,032 4,620.96
Executive Vice 1995 $160,311 9,507.48
President 1994 $170,730 9,846.88
* Amounts represent Company's accrued contributions to Transact's Money
Purchase Pension Plan.
STOCK OPTIONS. During the fiscal year ended April 30, 1996 no stock
options were granted to any of the executive officers named in the Summary
Compensation Table and no stock options were exercised during this period.
The following table sets forth information regarding the total number of
unexercised stock options and the value of unexercised options at April 30,
1996 for Mr. Coelln. Mr. Coelln is the only executive officer named in the
Summary Compensation Table to whom stock options have been granted and remain
outstanding and exercisable under the Company's 1978 Employees' Stock Option
Plan.
Number of Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year-End Fiscal Year-End
Name Exercisable Unexercisable Exercisable
Axel Coelln 11,000 - $0.00
EXECUTIVE EMPLOYMENT CONTRACTS. The three executive officers of the
Company named in the Summary Compensation Table, Frank B. Carder, Bruno S.
Frassetto and Axel Coelln, have employment contracts with the Company. The
following table summarizes the terms and conditions of these contracts:
Commencement
Executive Date Annual Special Benefit
of Contract Length of Contract Salary** Benefits Value
---------- ------------ ------------------ ------ -------- -------
Frank B. Carder August 1, 1991 Three years, automatically $165,000 Death $165,000
extended for additional benefit
one year periods during
term
Bruno S. Frassetto August 1, 1991 Three years, automatically $165,000 Death $165,000
extended for additional benefit
one year periods during
term
Axel Coelln June 24, 1991 Four years, automatically $157,830 - -
extended for additional
one year periods
** The annual salary is reviewed each year and may be modified as the
Company and the executive may agree.
In addition, pursuant to the terms of their respective employment
agreements each of Messrs. Carder, Frassetto and Coelln will receive one
year's salary upon termination of employment by the Company.
As a result of the Company's operating conditions, Messr. Carder deferred
$70,000 of his annual compensation for the fiscal year ended April 30, 1996
and agreed to be paid less than the salary specified in his employment
contract. Such deferral has been accrued at April 30, 1996 and when the
payment(s) will be made has not been determined. In addition, Messrs. Carder
and Frassetto have agreed to be paid less than the salary specified in their
respective employment agreements for the fiscal years ended April 30, 1996,
1995 and 1994.
5
ITEM 2: INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has audited the financial statements of the Company
since fiscal 1991. For the fiscal year ended April 30, 1997 the Board of
Directors has not yet selected their auditors because the audit committee has
not yet made a decision. A representative of Deloitte & Touche LLP is
expected to be present at the Meeting and will have the opportunity to make a
statement if desired and to answer any appropriate questions.
ITEM 3: OTHER BUSINESS
The Company's Board of Directors does not intend to present, and has no
knowledge that others intend to present, any matter of business at the
Meeting other than that set forth in this Proxy Statement and the
accompanying Notice of Annual Meeting of Stockholders. In the event that
other matters are properly raised at the Meeting, however, it is the
intention of the persons named in the enclosed form of proxy to vote any
proxies in accordance with their best judgment.
1997 PROPOSALS OF STOCKHOLDERS
Any eligible shareholder of the Company intending to present a proposal at
the 1997 Annual Meeting of Stockholders must submit proposals to the Company
at its principal office 22 Thorndal Circle, Darien, Connecticut 06820 by
April 30, 1997 to be eligible for inclusion in the Company's Proxy Statement
and form of proxy relating to such Annual Meeting.
ANNUAL REPORT AND 10-K
A copy of the Company's 1996 Annual Report to Stockholders ("Annual
Report") is attached hereto. The Annual Report contains audited financial
statements of the Company and complies with all of the disclosure
requirements of the Company's Annual Report on Form 10-KSB as filed with the
Securities and Exchange Commission. Copies of said Annual Report do not
include the exhibits thereto, but do include a list describing the exhibits
not included, copies of which will be available at a cost of one dollar per
copy.
Such copies may be requested in writing to Bonnie W. Halpin, Manager of
Administration, Transact International Inc., 22 Thorndal Circle, Darien, CT
06820.
6
PROXY
TRANSACT INTERNATIONAL INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRANSACT
INTERNATIONAL INC.
Bonnie Halpin and Deborah McCarthy, or either of them with power of
substitution, are hereby authorized to represent the undersigned and to vote
all shares of the Common Stock of Transact International Inc. ("Transact")
held by the undersigned at the Annual Meeting of Stockholders to be held at
the corporate offices of Transact on October 9, 1996 and at any adjournments
thereof.
A Vote FOR is Recommended by the Board of Directors
(1) Election of a Board of Directors of Transact consisting of the following
four persons:
FRANK B. CARDER BRUNO S. FRASSETTO
JOHN E. MCCONNAUGHY, JR. RANDALL W. SWEENEY
[ ] FOR ALL NOMINEES LISTED ABOVE [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
LISTED ABOVE
[ ] WITHHOLD AUTHORITY FOR INDIVIDUAL
NOMINEE(S)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CHECK BOX ABOVE AND WRITE THAT NOMINEES NAME ON THE SPACE PROVIDED BELOW.)
A Vote FOR is Recommended by the Board of Directors
(CONTINUED ON OTHER SIDE)
(2) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY, IF PROPERLY SIGNED, WILL BE VOTED
AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS MADE BY THE UNDERSIGNED,
THIS PROXY WILL BE VOTED FOR ITEMS (1) AND (2).
The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement.
Dated: -----------------------, 1996
-----------------------------------
-----------------------------------
SIGNATURE(S) OF STOCKHOLDER(S)
(THIS PROXY SHOULD BE SIGNED EXACTLY AS
YOUR NAME APPEARS HEREON. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN OR OFFICER OF A
CORPORATION, GIVE YOUR FULL TITLE AS
SUCH. IN THE CASE OF JOINT OWNERSHIP,
EACH JOINT OWNER SHOULD SIGN.)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE