SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Unigene Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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.
Unigene Laboratories, Inc.
110 Little Falls Road
Fairfield, New Jersey 07004
(201) 882-0860
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 20, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Unigene
Laboratories, Inc., a Delaware corporation (the "Company"), will be held at the
offices of the Company, 83 Fulton Street, Boonton, New Jersey 07005 on June 20,
1996 at 11:00 A.M., Eastern Daylight Time, for the following purposes:
1. To elect directors of the Company;
2. To ratify the sale of 10% Convertible Debentures in the aggregate
principal amount of $9.08 million;
3. To ratify the appointment of KPMG Peat Marwick LLP as auditors of
the Company; and
4. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on April 22, 1996 as
the record date for the determination of Stockholders who are entitled to notice
of and to vote at the meeting.
A copy of the Company's Annual Report for the year ended December 31, 1995
is sent to you herewith.
To assure your representation at the meeting, please sign, date and return
your proxy in the enclosed envelope, which requires no postage if mailed in the
United States.
By Order of the Board of Directors
RONALD S. LEVY
Secretary
April 29, 1996
Unigene Laboratories, Inc.
110 Little Falls Road
Fairfield, New Jersey 07004
(201) 882-0860
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS-June 20, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Unigene Laboratories, Inc., a Delaware
corporation (the "Company"), for the Annual Meeting of Stockholders of the
Company to be held at the offices of the Company, 83 Fulton Street, Boonton, New
Jersey 07005, on June 20, 1996 at 11:00 A.M., Eastern Daylight Time.
You are requested to complete, date and sign the accompanying proxy and
return it to the Company in the enclosed envelope. The proxy may be revoked at
any time before it is exercised by written notice to the Company bearing a later
date than the date on the proxy, provided such notice is received by the Company
prior to the start of the meeting. Any Stockholder attending the meeting may
vote in person whether or not he has previously submitted a proxy. Where
instructions are indicated, proxies will be voted in accordance therewith. Where
no instructions are indicated, proxies will be voted in favor of the proposals
set forth in the attached Notice.
The Board of Directors has fixed the close of business on April 22, 1996 as
the record date (the "Record Date") for the determination of Stockholders who
are entitled to notice of and to vote at the meeting. The transfer books of the
Company will not be closed. As of the Record Date, the outstanding shares of the
Company entitled to vote were 24,198,971 shares of common stock, par value $.01
per share ("Common Stock"), the holders of which are entitled to one vote per
share.
A plurality of the votes duly cast is required for the election of
directors. The affirmative vote of a majority of the votes duly cast is required
for the ratification of the sale of the 10% Convertible Debentures and for the
ratification of the appointment of KPMG Peat Marwick LLP as auditors of the
Company and to approve any other matters to be acted upon at the Annual Meeting.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders and Form of Proxy are being mailed to the Company's Stockholders on
or about April 29, 1996. A copy of the Company's Annual Report for the year
ended December 31, 1995 is also enclosed.
PRINCIPAL STOCKHOLDERS
On April 22, 1996, to the knowledge of the Company, the persons listed
below were the only beneficial owners of more than 5 percent of the outstanding
shares of Common Stock. The Company has no other class of voting securities
outstanding.
Name and Address of Amount of Beneficial Percentage of
Beneficial Owner Ownership Outstanding Shares
- --------------------- --------------------- -------------------
Warren P. Levy (1) 1,711,700 7.1%
110 Little Falls Road
Fairfield, NJ 07004
Ronald S. Levy (1) 1,726,700 7.1%
110 Little Falls Road
Fairfield, NJ 07004
Citadel Investment
Management, L.P.(2) 3,094,565 11.3%
225 West Washington, Suite 900
Chicago, IL 60606
(1) Dr. Warren P. Levy and Dr. Ronald S. Levy, together with their father, Mr.
Jay Levy whose shares are set forth in the next table, beneficially own
4,078,350 shares of the Company's Common Stock including shares owned by a trust
in which they have pecuniary interests, or 17% of the outstanding shares. See
also footnotes 1, 2 and 3 to the next table.
(2) Consists of 9.5% Convertible Senior Secured Debentures in the principal
amount of $3,300,000 which are convertible immediately into 2,869,565 shares of
the Company's Common Stock as well as warrants to purchase 225,000 shares of the
Company's Common Stock which are exercisable immediately.
SECURITY OWNERSHIP OF MANAGEMENT
On April 22, 1996, the directors listed below and all officers and
directors as a group beneficially owned the following equity securities of the
Company, including options to purchase shares of Common Stock of the Company.
Common Stock of the Company
-----------------------------------
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership(1) Class
- ---------------- ----------------------- ----------
Warren P. Levy 1,711,700 (2) 7.1%
Ronald S. Levy 1,726,700 (2) 7.1%
Jay Levy 439,950 (2) 1.8%
Robert G. Ruark 20,000 (3) 0.1%
George M. Weimer 30,000 (4) 0.1%
Officers and Directors
as a Group (5 persons) 3,928,350 (2)(5) 16.2%
(1) Unless otherwise noted, all officers, directors and principal stockholders
have sole voting and investment power with respect to securities beneficially
owned by them.
(2) In addition, 200,000 shares of Common Stock, representing approximately 1%
of the total outstanding, is held by a trust. Jay Levy and members of his
immediate family, including his two sons, Warren P. Levy and Ronald S. Levy,
have pecuniary interests in the trust. As a result, each of such persons may be
deemed to be the beneficial owner of shares held by the trust. Warren P. Levy,
his wife and Ronald S. Levy are co-trustees of the trust.
(3) Consists solely of shares of Common Stock which Mr. Ruark has the right to
acquire pursuant to stock options which are exercisable immediately.
(4) Consists solely of shares of Common Stock which Mr. Weimer has the right to
acquire pursuant to stock options which are exercisable immediately.
(5) Includes an aggregate of 50,000 shares of Common Stock which such persons
have the right to acquire pursuant to stock options which are exercisable
immediately.
PROPOSAL 1
ELECTION OF DIRECTORS
Five directors of the Company are to be elected at the meeting. The
directors will serve until the Annual Meeting of Stockholders to be held in 1997
and until their respective successors shall have been elected and qualified.
It is the intention of the individuals named in the enclosed Proxy to vote
such Proxy for the election as directors of the persons named below. Each of the
persons named below is currently a director of the Company and was elected to
such position at the Company's Annual Meeting of Stockholders in 1995. The term
of office of each such director of the Company will expire on the date of the
Company's Annual Meeting of Stockholders in 1996 and upon the election and
qualification of each such director's successor. The Board of Directors of the
Company has no reason to believe that any of the nominees for the office of
director will be unavailable for election as a director. However, should any of
them become unwilling or unable to accept nomination for election, it is
intended that the individuals named in the enclosed proxy may vote for the
election of such other persons as the Board of Directors of the Company may
recommend.
The following table sets forth information with respect to the five nominees for
election as directors:
Served
Continuously
Name Age as Director Since
- ---- --- -----------------
Warren P. Levy (1)(2) 44 1980
Ronald S. Levy (1)(3) 47 1980
Jay Levy (1)(4) 72 1980
Robert G. Ruark (5) 54 1993
George M. Weimer (6) 77 1984
(1) Dr. Warren P. Levy and Dr. Ronald S. Levy are brothers and are the sons of
Mr. Jay Levy. Drs. Levy and Mr. Levy are the Company's only executive officers.
(2) Dr. Warren P. Levy, a founder of the Company, has served as President, Chief
Executive Officer and Director of the Company since its formation in November
1980. Dr. Levy holds a Ph.D. in biochemistry and molecular biology from
Northwestern University and a bachelor's degree in chemistry from the
Massachusetts Institute of Technology.
(3) Dr. Ronald S. Levy, a founder of the Company, has served as Vice President
and Director of the Company since its formation in November 1980 and as
Secretary since May 1986. Dr. Levy holds a Ph.D. in bioinorganic chemistry from
Pennsylvania State University and a bachelor's degree in chemistry from Rutgers
University.
(4) Mr. Jay Levy, a founder of the Company, has served as Chairman of the Board
of Directors and Treasurer of the Company since its formation in November 1980.
Mr. Levy is a part time employee of the Company and devotes approximately 15% of
his time to the Company. From 1985 through February 1991, he served as the
principal financial advisor to the Estate of Nathan Cummings and its principal
beneficiary, The Nathan Cummings Foundation, Inc., a large charitable
foundation. For the seventeen years prior thereto, he performed similar services
for the late Nathan Cummings, a noted industrialist and philanthropist.
(5) Mr. Robert G. Ruark has been an independent consultant since June 1993.
Prior thereto, he had been employed by Merck and Co., Inc., an international
pharmaceutical company, for 25 years in legal and administrative capacities. Mr.
Ruark, an attorney, has extensive experience in international licensing and
business development. When he retired in 1993, Mr. Ruark was Vice President of
the Merck Human Health Division.
(6) Mr. George M. Weimer has been an independent general partner and director of
Westford Technology Ventures L.P., a venture capital investment company, since
May 1988. For more than 40 years prior thereto, Mr. Weimer worked in various
administrative capacities for divisions and subsidiaries of Merck & Co., Inc.
and E.R. Squibb & Sons, both of which are major international pharmaceutical
companies. When he retired in 1984, Mr. Weimer was Senior Vice
President-Administration for Merck Sharp & Dohme International Pharmaceuticals,
Inc., a position he had held since 1981. Since 1984, he has served as a
pharmaceutical consultant for the Company and, from time to time, for other
corporations.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company does not have standing nominating or
compensation committees. The members of the Audit Committee are Jay Levy, Robert
G. Ruark and George M. Weimer. The Audit Committee consults with the independent
certified public accountants and reviews the reports submitted by such auditors.
During 1995, there were four meetings of the Board of Directors and one
meeting of the Audit Committee.
Directors who are neither employees nor consultants on retainer receive a
fee of $1,000 for each Board meeting attended. Mr. Robert G. Ruark is the only
director who qualified for such fees. Audit Committee members do not earn
additional compensation. Mr. George M. Weimer receives a $1,000 per month
retainer for consulting services. Mr. Weimer is also entitled to receive
commissions ranging from 1% to 3% on revenues procured by him for the Company.
No such commissions have been earned to date. The Company believes that the fee
and commission arrangements with Mr. Weimer are no more favorable than would be
paid to unaffiliated third parties.
Notwithstanding anything to the contrary set forth in any of the
Company's filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings by reference, including this Proxy Statement, in whole or in part, the
following Report of the Compensation and Employee Benefits Committee on
Executive Compensation and the Performance Graph shall not be incorporated by
reference into any such filings.
REPORT OF THE BOARD OF DIRECTORS ON 1995 EXECUTIVE COMPENSATION
The entire Board of Directors was responsible for determining the 1995
compensation of the three executive officers of the Company. This Report
describes the policies and other considerations used by the Board in
establishing such compensation.
The Board has familiarized itself with various forms and types of
remuneration from reports of other public corporations and their own business
experience.
The Board has determined that, because the Company was still in a
research and preproduction phase in 1995, compensation for 1995 for executive
officers could not be related primarily to the performance of the Company's
stock or to the annual profit performance of the Company. A primary
consideration for the compensation of an executive officer of the Company is his
leadership effort in the development of proprietary products and processes, and
in planning for future growth and profitability. Other significant factors
considered by the Board of Directors in determining executive officers'
compensation were salaries paid by other public companies in the health-care
related biotechnology field to comparable officers, the duties and
responsibilities of the executive officers in the past and as projected, their
past performance and commitment to the Company, and incentives for future
performance. The executive officers were also consulted with respect to their
compensation and their plans for compensation for other personnel in order to
coordinate all compensation policies of the Company.
The Board of Directors determined that no bonuses or salary increases
should be paid to executive officers in 1995, primarily on the basis of the
Company's losses and the projected expenses and cash flow required for the
development of the calcitonin pill and the validation of the Company's new
plant.
The Board also determined that no stock options be awarded to executive
officers for 1995, at the request of such executive officers.
The compensation for the Chief Executive Officer for 1995 was based on
the same policies and considerations set forth above for executive officers
generally.
Warren P. Levy
Ronald S. Levy
Jay Levy
Robert G. Ruark
George M. Weimer
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Executive compensation for 1995 was determined by the Board of Directors of
the Company consisting of Messrs. Warren P. Levy, Ronald S. Levy, Jay Levy,
Robert G. Ruark, and George M. Weimer.
Three of the members of the five member Board of Directors, Warren P. Levy,
Ronald S. Levy and Jay Levy, are executive officers of the Company. Jay is the
father of Warren and Ronald Levy. The other directors were outside directors
unrelated to the executive officers.
During 1995, Warren P. Levy, Ronald S. Levy, and Jay Levy, officers and
directors of the Company, and a member of their family loaned a total of
$1,905,000 to the Company of which $1,850,000 is secured by liens on the
Fairfield plant and equipment and the Boonton plant equipment. The notes bear
interest at the Merrill Lynch Margin Loan Rate (approximately 8.5% at April 17,
1996. During 1995, the Company borrowed $3,300,000 from unrelated third parties
on a short-term basis secured by most of the assets of the Company. In
connection with those loans, the members of the Levy family agreed to
subordinate their security interests in the Fairfield plant and equipment and
the equipment at the Boonton plant to secured lenders. In March 1996, the
Company sold $9.08 million of 10% Convertible Debentures due n 1999 in a private
placement to unrelated third parties. Under the terms of those Debentures,
$1,250,000 of the Levy family loans is payable over time based upon the
achievement of certain corporate benchmarks.
EXECUTIVE COMPENSATION
The following table sets forth for the years 1993, 1994 and 1995
compensation paid or awarded to the Chief Executive Officer of the Company and
to each other executive officer whose remuneration from the Company exceeded
$100,000 during 1995 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
All Other
Annual Compensation Long Term Compensation Compensation
------------------------------ --------------------------- ------------
Awards (1) Payouts
------------------ -------
Restricted
Name and Stock Options/ LTIP
Principal Position Year Salary Bonus Other Award SARs Payouts(2)
- ------------------- ------ -------- ------- ------ --------- -------- --------
Warren P. Levy, 1995 $145,394 $-0 $ -0- $ -0- $ -0- $ -0- 13,811(3)
President, Chief 1994 145,344 -0- -0- -0- -0- -0- 12,942(3)
Executive Officer 1993 145,514 -0- -0- -0- -0- -0- 14,436
and Director
Dr. Ronald S. Levy, 1995 140,829 -0- -0- -0- -0- -0- 16,616(3)
Vice President and 1994 140,716 -0- -0- -0- -0- -0- 13,914(3)
Director 1993 139,956 -0- -0- -0- -0- -0- 16,899
(1) Warren P. Levy and Ronald S. Levy have received no stock awards, options or
SARs and do not own any restricted stock.
(2) Long Term Incentive Plans (LTIP).
(3) Represents premium on executive split-dollar life insurance.
The Company has installed a split-dollar life insurance program in the
amount of $1,000,000 on the lives of each of Dr. Warren P. Levy and Dr. Ronald
S. Levy. If all actuarial assumptions are correct, there will be no termination
costs to the Company. Should there be a premature death, there may be a gain
realized by the Company.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative total return of the NASDAQ Market Index and of a peer group index
determined by Standard Industrial Classification (SIC) code.
[GRAPHIC -- GRAPH PLOTTED TO POINTS IN CHART BELOW]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
UNIGENE LABS INC 100 253.85 257.69 153.85 146.15 80.77
INDUSTRY INDEX 100 233.02 192.66 159.93 107.34 208.38
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
PROPOSAL 2
RATIFICATION OF THE SALE OF 10% CONVERTIBLE DEBENTURES
On March 13, 1996, the Company completed the sale of 10% Convertible
Debentures due March 4, 1999, in the aggregate principal amount of $9.08 million
(the "Debentures") to a total of 22 purchasers. Each Debenture is convertible,
at the option of the holder, for up to one-third of the principal amount on each
of April 27, 1996, May 27, 1996 and June 26, 1996 into a number of shares of
Common Stock determined by dividing the principal amount of the Debenture, plus
the accrued interest through the date of conversion, by the lower of (i) $2.00
or (ii) 85% of the average closing bid price of the Common Stock as reported on
NASDAQ for the 10 trading days immediately preceding the date of conversion (the
"Market Price"). All Debentures outstanding on the date of maturity
automatically will be converted into Common Stock at the applicable conversion
rate. Interest on the Debentures is not payable on a current basis in cash, and
instead will be accounted for at the time of conversion by the issuance of
additional shares of Common Stock. The Company intends to use the net proceeds
from the sale of approximately $8.2 million to accelerate its osteoporosis pill
development program, expedite the preparation of required regulatory filings,
complete its production plant validation activities, pay outstanding payables
and for working capital. In addition, the agreements pursuant to which the
Debentures were sold permit the Company to use up to $1.25 million of the
proceeds to repay a portion of the Levy family loans (see "Compensation
Committee Interlocks and Insider Participation") in installments upon the
achievement by the Company of certain operating goals. These goals include
validation of the Company's production plant, completion of certain regulatory
filings relating to the Company's calcitonin products and entry into a contract
with a strategic marketing partner. If such goals are achieved, the Company may
use a portion of the proceeds from the sale of the Debentures to repay
approximately two-thirds of the Levy family loans.
The Company has reserved for issuance upon the conversion of the
Debentures a total of 4.8 million shares of Common Stock, which represents
slightly less than 20% of the shares of Common Stock outstanding on the date of
issuance of the Debentures. Although not required as a matter of corporate law,
the Company is seeking stockholder ratification of the sale of the Debentures in
order to permit the Company to issue upon conversion of the Debentures in excess
of 4.8 million shares. The conversion of all of the Debentures would require the
issuance of more than 4.8 million shares of Common Stock only if the average
Market Price of the Common Stock were below $2.23. It is the Company's
understanding that the rules of the National Association of Securities Dealers,
Inc. (the "NASD"), applicable to a company listed on the NASDAQ Stock Market,
require the company to obtain stockholder approval prior to the issuance of
securities that are convertible into in excess of 20% of the shares of the
company's common stock outstanding on the date of issuance if such shares are
issuable at less than the market price. Although NASD rules ordinarily
contemplate obtaining stockholder approval prior to the consummation of such an
offering, the Company determined that it was in the best interests of the
Company to proceed with the transaction in order to take advantage of a unique
opportunity to obtain needed funds at a critical time.
In the event that the stockholders do not approve the transaction, the
Company intends to exercise its right to redeem the Debentures in lieu of
conversion to the extent necessary to ensure that no more than 4.8 million
shares of Common Stock are issued upon conversion of the Debentures. The
existing stockholders will have no preemptive rights with respect to the Common
Stock issuable upon conversion of the Debentures, and the issuance of such
Common Stock will not affect the rights of such stockholders.
Vote Required
The affirmative vote of a majority of the total number of votes cast on
the proposal in person or by proxy is required to approve the transaction.
The Board of Directors recommends a vote for the ratification of the
sale of the 10% convertible debentures.
PROPOSAL 3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP, independent
public accountants, to serve as the Company's independent auditors for the
fiscal year commencing January 1, 1996. Although not required by the Company's
Articles of Incorporation or By-Laws, the Board of Directors deems it to be in
the best interest of the Company to submit a proposal ratifying the appointment
of KPMG Peat Marwick LLP to a vote of the stockholders and recommends a vote in
favor of ratification. KPMG Peat Marwick LLP served as the independent auditors
for the Company for the year ended December 31, 1995. A representative of the
firm will be present at the meeting to answer questions by Stockholders
concerning the accounts of the Company and will have the opportunity to make a
statement, if such representative desires to do so.
The audited financial statements and the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the Company's Annual Report to Shareholders for the year ended
December 31, 1995 are incorporated herein by reference.
Changes in and disagreements with accountants on accounting and
financial disclosure: none.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
which are likely to be brought before the meeting. However, in the event that
any other matters properly come before the meeting, the persons named in the
enclosed Form of Proxy will vote such Form of Proxy in accordance with their
judgment on such matters.
PROPOSALS BY SECURITY HOLDERS
Proposals of security holders intended to be presented at the Annual
Meeting of Stockholders of the Company to be held in 1997, must be received by
December 30, 1996 if they are to be included in the Company's Proxy Statement
and Form of Proxy relating to such meeting.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Meeting and the enclosed Form of Proxy will be borne by the Company.
In addition to the solicitation of proxies by use of the mails, the Company may
utilize the services of a paid proxy solicitor as well as some of its officers
and regular employees (who will receive no compensation therefor in addition to
their regular salaries) to solicit proxies personally and by telephone and
telefax.
By Order of the Board of Directors
RONALD S. LEVY
Secretary
Fairfield, New Jersey
April 29, 1996
REVOCABLE PROXY
UNIGENE LABORATORIES, INC.
[GRAPHIC- PLEASE MARK VOTES
"X" IN BOX] AS IN THIS EXAMPLE
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
JUNE 20, 1996
The undersigned stockholder of Unigene Laboratories, Inc. hereby appoints Warren
P. Levy, Ronald S. Levy and Jay Levy, and each of them, as the undersigned's
proxies (with the power of substitution), to vote all the shares of Common Stock
of Unigene Laboratories, Inc. which the undersigned would be entitled to vote at
the Annual Meeting of Stockholders of Unigene Laboratories, Inc. to be held on
June 20, 1996 at 11:00 A.M., Eastern Daylight time, and any adjournments
thereof, on the following matters:
1. Election of directors
Jay Levy, Ronald S. Levy, Warren P. Levy, Robert G. Ruark
and George M. Weimer.
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
________________________________________________________________________________
2. Ratification of the sale of 10% Convertible Debentures.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion in the transaction of any other business that may
properly come before such meeting.
The undersigned hereby revokes any proxy heretofore given.
This proxy will be voted in accordance with instructions specified above, but in
the absence of any instructions will be voted "FOR" Items 1, 2 and 3. If any
other business is presented at the meeting, the proxies are authorized to vote
thereon in their discretion.
The Board of Directors recommends a vote FOR Items 1, 2 and 3 noted above.
Please sign exactly as your name appears on this card. If stock is registered in
the names of two or more joint owners or trustees, each joint owner or trustee
should sign this proxy. When signing as an executor, administrator, trustee,
guardian, agent or attorney, please give your full title as such.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY