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EXHIBIT 2
ELECTION OF DIRECTORS
The Board of Directors consists of seven Directors. The Board recommneds
the election of the seven nominees for Director listed below, all of whom are
the current Directors of the Company. The Directors to be elected are to hold
office until the next Annual Meeting of Shareholders and until their respective
successors are elected and shall have qualified. If for any reason any of said
nominees shall become unavailable for election, proxies will be voted for a
substitute nominee designated by the Board, but the Board has no reason to
believe that this will occur.
Directors of the Company are elected by a plurality of the votes cast at a
meeting of shareholders. Certain officers and Directors of the Company who
hold in the aggregate more than a majority of the outstanding shares of Common
Stock have advised the Company that they intend to vote their shares for the
nominees below, thereby assuring their election. See "Principal Shareholders."
INFORMATION CONCERNING NOMINEES
The name and age of each nominee, his five-year business experience and
the year he became a Director of the Company, according to information
furnished by each, is as follows:
FIRST PRINCIPAL OCCUPATION
BECAME A DURING PAST
NAME AGE DIRECTOR FIVE YEARS
---- --- -------- --------------------------------------
Lowell Harwood 66 1968 Chairman of the Board of Directors and
Chief Executive Officer of the Company
Sanford Harwood 71 1968 Assistant Chairman and Secretary of the
Company since March 1, 1994, President
and Chief Operating Officer of the
Company from incorproation until March
1, 1994
Brett Harwoof 47 1988 President of the Company and Chief
Operating Officer since March 1, 1994;
Executive Vice President and Secretary
of the Company from April 1989 to March
1994
Stephen A. Bansak, Jr. 56 1995 Independent financial advisor/consultant
for more than five years; previously
held senior management positions at
Kidder, Peabody & Co., Inc., including
member of the Board of Directors and
Executive Committee, Co-Director of the
Corporate Finance Department, and Vice
President of Kidder, Peabody
International; former Chairman of the
Securities Industry Association's
Corporate Finance and Rule 415
Committees
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Leslie Harwood Ehrlich 37 1995 Managing Director since 1993 of Newmark &
Company Real Estate Inc. and former Vice
President of G.W. Michaels, Inc., with
which she was associated from 1984 to
1993, both companies engaged in leasing
and management of commercial real estate;
a partner of Harber, Inc., engaged in
real estate investment and management;
Co-Chairman of the Economic Development
Committee of the Real Estate Board of New
York, Inc.; and former Chairman of the
Board of Directors of the Young
Men's/Women's Real Estate Association of
New York, Inc.
Daniel R. Schein 55 1973 Independent Consultant
Leo Silverstein 65 1993(1) Partner of the law firm of Brock,
Fensterstock, Silverstein, McAuliffe &
Wade, LLC, general counsel to the
Company, since August 1, 1995 and of
Carter, Ledyard & Milburn for more than
ten years prior thereto.
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(1) He had been a Director from January 1973 to February 27, 1975.
Lowell Harwood was a Director of Keystone Camera Products Corporation
("Keystone"), a camera manufacturer, from January 1989 through April 1991.
Keystone filed a petition under Chapter 11 of the United States Bankruptcy Code
in January 1991 and the business and property of Keystone was placed under the
jurisdiction of a receiver under Chapter 7 of the Code in April 1991.
MEETING AND COMMITTEES
During the fiscal year ended December 31, 1995 ("Fiscal 1995"), the Board
of Directors held four meetings, including those in which matters were adopted
by unanimous written consent. All of the meetings were attended by all
Directors except one in which one Director was absent. The Board has an Audit
Committee and a Stock Option and Compensation Committee. The Board of
Directors has no standing nominating committee.
The Audit Committee consists of Messrs. Schein, Bansak and Silverstein.
It held two meetings during Fiscal 1995, at which meetings all members were
present. The duties and responsibilities of the Audit Committee include, among
other things, review of the Company's financial statements, consideration of
the nature and scope of the work to be performed by the Company's independent
auditors, discussion of the results of such work, the receipt from such
auditors of their letters to management which evaluate (as part of their annual
audit of the Company's financial statements) the internal accounting control
systems of the Company, and
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meeting with representatives of management to discuss particular areas of the
Company's operations.
The Stock Option and Compensation Committee, which held one meeting during
Fiscal 1995, is comprised of Messrs. Bansak, Schein, Silverstein and Ms.
Ehrlich. Its duties include administration of both the Key Employee Incentive
Stock Option Plan, as to which no further options may be granted, and the 1992
Stock Option Plan and a review of the Company's executive compensation policy.
DIRECTORS' COMPENSATION
Directors who are also employees of the Company are excluded from
receiving additional compensation for their service on the Board of Directors
and its committees. Non-employee Directors
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receive a retainer of $20,000 per annum. In addition, Board members are
reimbursed for all expenses incurred for the purpose of attending a meeting,
including airfare, mileage, parking, transportation and lodgings. The Company
currently maintains directors' and officers' liability insurance policies with
a primary limit of five million dollars and an excess limit of ten million
dollars.
The Company's 1992 Stock Option Plan (the "Plan") which relates to 425,000
shares of Common Stock permits the grant of five-year options to non-employee
Directors. Mr. Schein holds options to purchase 5,000 shares, granted in
August 1992 under the Plan. The options are exercisable at $3.5625, the market
price on the date of grant.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Company did not have a Compensation Committee until April 1993, at
which time the Stock Option Committee's duties were expanded to review
executive compensation policies. The current members of the Stock Option and
Compensation Committee are Messrs. Daniel Schein, Stephen A. Bansak, Jr. and
Leo Silverstein, and Mrs. Leslie Harwood Ehrlich, four non-employee Directors.
Mr. Bansak replaced Mr. Lowell Harwood in June 1995 as a member.
Mr. Silverstein is a partner in the law firm of Brock, Fensterstock,
Silverstein, McAuliffe & Wade, LLC. The Company has used the services as
general counsel of this firm since August 1, 1995 and used until that date the
services of Carter, Ledyard & Milburn in which he had been a partner. Fees for
legal services performed for the Company during Fiscal 1995 accounted for less
than 5% of the revenues of each firm during such period.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Since the Company's organization and until April 13, 1993 the cash
compensation of each of its Chairman of the Board (the Chief Executive Officer)
and President (the Chief Operating Officer) had been determined by the Board of
Directors, with the cash compensation of the other executive officers
determined by the Chairman. Grants of stock options have been determined
either by the full Board or the Stock Option Committee. Three of the seven
current Directors are officers of the Company--the Chairman, Assistant Chairman
and President of the Company. On April 13, 1993, the Board expanded the duties
of the Stock Option Committee to provide it with authority to review and make
recommendations to the Board as to the compensation in cash or other forms of
the Company's executive officers, including those whose compensation had been
previously determined by the Chief Executive Officer.
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The executive compensation policy with respect to the Chief Executive
Officer, President and Chief Operating Officer and Assistant Chairman, who is
also the President of the Company's operating subsidiaries, has been to provide
for a base salary which in most instances is not greater, and likely lower,
than base salaries paid by other companies of comparable size and
capitalization in or out of the parking industry to officers with the same
positions and responsibilities and provide for cash bonuses based on the
attainment of favorable operating results by the Company. To the knowledge of
the Company, there is only one other company engaged solely or principally in
parking operations which is publicly-held (only since October 1995).
Commencing with the fiscal year ended February 28, 1982, the Board adopted
a cash bonus program for Mr. Lowell Harwood as the Chairman of the Board and
Mr. Sanford Harwood as then President, establishing $300,000 of pre-tax and
pre-bonus income as the threshold, with the bonus for Mr. Sanford Harwood to
equal 7 1/2 of the excess but not to exceed his base salary and the bonus for
Mr. Lowell Harwood to equal 7 1/2 of the first $1,400,000 of the excess and 5%
of the balance, if any. On March 1, 1994 Mr. Brett Harwood, who had been
Executive Vice President and Secretary for approximately five years, was
appointed President and Mr. Sanford Harwood, who had been President, was
appointed Assistant Chairman of the Board. Sanford Harwood continued as
President of the Company's operating subsidiaries. See "Executive
Compensation--Summary Compensation Table."
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The compensation policy with respect to the Company's other executive
officers adopted by the Committee, consistent with the prior policy, is to
provide a base salary which the Chairman believes is competitive with those
paid by other companies in the parking industry to individuals with similar
responsibilities and to provide as further inducements a cash bonus equal to
percentages, which vary among such officers, of the Company's operating profits
determined quarterly on a cumulative basis for the fiscal year.
In reviewing the Company's compensation program, the Committee considered
a report by the Company's independent auditors, Deloitte & Touche, LLP, as to
the compensation of executive officers of other publicly-held corporations of
similar size principally engaged in the furnishing of services similar to those
provided by the Company.
The Committee was of the view that the salaries of its executive officers,
including those of the Chief Executive and Chief Operations Officers and
President whose salaries reflect $25,000 increases authorized in 1994, compare
favorably for the Company with executive compensation and benefits paid to
executives of other operations of similar scope and size both within and
without the parking industry, particularly in view of the substantial
improvements achieved during 1995. The improvements include the material
increase in net income, the successful extension of the maturity of the
Company's principal credit facility on more favorable terms and success in
renegotiating certain leases resulting in lower rentals.
The Committee believes that the Company's stock option program, as it has
in the past, should be used as a means to conserve cash in rewarding executives
and key employees for good or exceptional performance, the performance of
increased responsibilities, improved performance independent of operating
results, loyalty and seniority.
The Compensation Committee
Daniel R. Schein, Chairman
Stephen A. Bansak, Jr.
Leslie Harwood Ehrlich
Leo Silverstein
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SUMMARY COMPENSATION TABLE
The following table sets forth for the fiscal year ended December 31,
1995, the ten-month period ended December 31, 1994 and the fiscal year ended
February 28, 1994, the compensation for services rendered in all capacities to
the Company and subsidiaries by the Chief Executive Officer and the next four
most highly compensated executive officers of the Company:
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
- ---------------------------------------------------------------------------------- --------------
SALARY (1) BONUS STOCK OPTIONS
NAME AND PRINCIPAL POSITION PERIOD ($) ($) (# OF SHARES)
- ----------------------------------- ------------------------ ------------ ------- --------------
Lowell Harwood Year Ended 12/31/95 183,420 139,556 __
Chairman of the Board 10 months ended 12/31/94 151,913 36,722 __
and Chief Executive Officer Year ended 2/28/94 161,356 __ __
Sanford Harwood Year ended 12/31/95 137,312 137,312 __
Assistant Chairman, Secretary 10 months ended 12/31/94 113,687 36,722 __
and Director (2) Year ended 2/28/94 136,500 __ __
Brett Harwood Year ended 12/31/95 174,912 4,580 50,000
President, Chief Operating 10 months ended 12/31/94 144,681 6,700 __
Officer and Director(3) Year ended 2/28/94 153,504 10,967 __
Dan Jeremitsky Year ended 12/31/95 132,004 4,053 10,000
Vice President - Design and 10 months ended 12/31/94 104,068 16,943 __
Consulting Year ended 2/28/94 115,440 8,311 __
John Hogan Year ended 12/31/95 112,245 14,285 10,000
Vice President - Institutional 10 months ended 12/31/94 89,884 12,232 __
and Management Year ended 2/28/94 94,640 16,589 __
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(1) Includes car allowances, which represent for each of the officers named,
less than 1.0% of their salary amounts.
(2) He had been President and Chief Operating Officer until March 1, 1994.
(3) He had been Executive Vice President and Secretary until March 1, 1994.
The Company paid Directors' fees to each Director who is not an officer or
an employee of the Company at the rate of $20,000 per annum. Mr. Schein holds
a stock option granted August 19, 1992 to him under the 1992 Stock Option Plan
to purchase 5,000 shares of Common Stock at a price of $3.5625, which was the
market price on the date of grant.
The bonuses paid to Messrs. Lowell Harwood and Sanford Harwood are
pursuant to an arrangement originally authorized by the Board of Directors in
January 1982 and subsequently amended. The bonuses are contingent upon the
achievement by the Company for the fiscal year of consolidated income of more
than $300,000, before provision for income taxes and accrual of the bonuses for
the year and before giving effect to the additional compensation, with the
amount for Mr. Sanford Harwood to be 7 1/2% of the excess, but not to exceed
his base salary, and for Mr. Lowell Harwood to be 7 1/2% of the first
$1,400,000 of the excess and 5% of the
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balance of the excess. The bonuses paid to the other executive officers
were authorized by the Chairman of the Board pursuant to a bonus program under
which he established goals and results to be achieved.
STOCK OPTIONS
The Company's 1992 Stock Option Plan (the "1992 Plan"), provides authority
for the grant of options with respect to 425,000 shares of Common Stock to key
employees, non-employee Directors and independent consultants during the
ten-year period ended August 18, 2002. As of December 31, 1995, there were
options outstanding under the 1992 Plan with respect to 393,400 shares. See
"Proposal to Amend the 1992 Stock Option Plan" for proposed increase in the
number of shares subject to the Plan.
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The following table shows all grants of options to the executive officers
of the Company named in the Summary Compensation Table during the 1995 Year.
Pursuant to Commission rules, the table also shows the value of the options
granted at the end of the option terms (five years) if the stock price were to
appreciate annually by 5% and 10%, respectively. There is no assurance that
the stock price will appreciate at the rates shown in the table. The table
also indicates that if the stock price does not appreciate, there will be no
increase in the potential realizable value of the options granted:
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POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- --------------------------------------------------------------------- ---------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
PERCENT OF
TOTAL
GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 0% 5% 10%
---- ------- --------------- ------------ ---------- ---- ------- --------
Lowell Harwood.. 0 N/A N/A N/A $0 $ 0 $ 0
Brett Harwood... 50,000 59.5% $6.4625 6/14/2000 $0 $51,738 $150,962
Sanford Harwood. 0 N/A N/A N/A $0 $ 0 $ 0
Dan Jeremitsky.. 10,000 11.9% $ 5.875 6/14/2000 $0 $16,231 $ 35,867
John Hogan...... 10,000 11.9% $ 5.875 6/14/2000 $0 $16,231 $ 35,867
No options were exercised by any executive officer or director during the
fiscal year ended December 31, 1995 and the ten months ended December 31, 1994.
The following table reflects information with respect to options which have
been granted to any of the above named officers:
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY-OPTIONS
AS OF 12/31/95 ON 12/31/95*
--------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------------------- -------------------------
Lowell Harwood... 50,000/50,000 $ 229,062/229/062
Sanford Harwood.. 50,000/______ $ 229,062/_______
Brett Harwood.... 39,400/40,600 $ 141,327/99,282
Dan Jeremitsky... 8,000/12,000 $ 34,875/40,750
John Hogan....... 8,000/12,000 $ 34,875/40,750
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* Based on the closing sales price of $8.50 on December 29, 1995, the last
date in December on which shares traded on the Nasdaq National Market
System (the "NMS").
See "Certain Transactions" with respect to the issuance in October 1995 of
warrants to Messrs. Lowell and Sanford Harwood in consideration for financial
accommodations made by them to the Company.
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CERTAIN TRANSACTIONS
Messrs. Lowell and Sanford Harwood, officers and Directors of the Company,
have diverse real estate interests and/or positions in three other parking
operations in the New York metropolitan area, none of which is within 250 feet
of a parking operation of the Company. An agreement originally entered into in
January 1969 among these officers and the Company, as amended from time to time
and extended with the agreement of the individual parties through December 31,
1996, provides that as long as each of these officers, or his spouse,
beneficially owns Common Stock of the Company, he will not engage as principal,
officer, or employee, or acquire a 5% or greater stock interest in any garage
or parking lot operation within a 250-mile radius of a parking operation of the
Company, other than operations in which, at the time of the agreement, he held
an equity interest or was a principal, officer or employee, except in
connection with a real estate transaction subject to the conditions described
below.
The agreement further provides that each will not enter into any real
estate transactions at any location or acquire any interest in any property
involving parking operations for his own account unless he has used his best
efforts to secure, on behalf of the Company, the rights to the parking
operations or the opportunity to conduct the parking operations, if any,
located or to be located thereon on terms comparable to those available to
non-affiliated persons. This prohibition is not limited to the area within a
250-mile radius of a parking operation of the Company. The restriction does
not apply to the acquisition of real estate involving parking operations
adjacent to or within 250 feet of parking lot operations in which he holds an
equity interest or in the operation of which he is an officer, director, or
employee at the time of the agreement, nor does it apply if the shareholder
first offers the opportunity in writing to the Company and the Company either
rejects it or fails to act within 20 days after the proposal is presented to
it. The agreement does not prohibit the interested party from voting on the
transaction. No offers were made or opportunities presented to the Company
pursuant to the agreement during the fiscal year ended December 31, 1995 and
the ten-month period ended December 31, 1994. Mr. Brett Harwood, Director,
President and Secretary of the Company, has agreed to be bound by the
provisions of the agreement as if he had been a party thereto.
Messrs. Lowell and Sanford Harwood have owned, either solely or along
with members of their respective families, including Mr. Brett Harwood,
(collectively the "Harwood Families"), since prior to the formation of the
Company, all the outstanding shares of three corporations, all of which have
been engaged in New York or New Jersey, in the operation of six parking
facilities since the formation of those companies (operations at three of the
facilities terminated subsequent to December 31, 1995). The Company has
rendered bookkeeping services to the three private entities since June 1, 1979
or, if later, the commencement of their parking operation, at a fee equal
initially to 1 1/2% which increased to 2% as of March 1, 1992, of the parking
revenues of those entities during the period the services were furnished.
Messrs. Lowell and Sanford Harwood have agreed that such fees shall amount to
no less than the Company's related costs (such determination to be reviewed by
the Company's independent public accountants) plus $5,000, annually. For the
fiscal year ended December 31, 1995 and the ten months ended December 31, 1994,
the fees were $32,640 and $28,640, respectively, which Messrs. Lowell and
Sanford Harwood have represented to be for each of the periods at
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least $5,000 in excess of the cost of the Company in furnishing such services
and to be at least as favorable to the Company as available from
non-affiliated companies.
The Company has managed a garage in Boston and two lots in Philadelphia
for affiliates of the Harwood Families. The management of each of these
facilities by the Company commenced with the operation of the facility by the
affiliate. The garage and lots were acquired by the affiliates as part of real
estate transactions which involved non-parking properties. The management fees
for the 1995 Year and the ten months ended December 31, 1994 were,
respectively, $58,891 and $39,255. The management arrangements are as
favorable to the Company as those provided in the Company's comparable
management agreements with non-affiliated owners or lessees.
Messrs. Lowell and Sanford Harwood extended to the Company pursuant to a
June 1995 agreement demand loans aggregating $500,000, bearing interest at a
rate equivalent to the rate payable by the Company to its bank lender under its
Credit Facility and to be collateralized by a pledge of assets to be
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selected by mutual agreement. In October 1995, Messrs. Harwood agreed to amend
their loan agreement to satisfy a condition imposed by the bank lender for the
bank to agree to Amendment No. 10 to its credit agreement with the Company
providing, among other things, for an extension of the maturities of principal
payments and deferral and possible excuse of portions of the interest on the
Credit Facility loans. The amendment to the Harwoods' loan agreement provides
for payments of principal of, and interest on, the $500,000 loans to be
subordinated and deferred to designated loan repayments made to the bank lender
under the amended Credit Agreement and for a surrender of their rights to
receive collateral. In consideration for their agreements to make the demand
loans and to amend the loan agreement, the Company issued, on October 30, 1995
to each of Lowell Harwood and Sanford Harwood five-year Common Stock Purchase
Warrants to purchase 75,000 shares of the Company's Common Stock at a price of
$6.40 per share, the average of the closing sales prices of the Common Stock on
Nasdaq for June 28, 1995, the date of the original loan agreement and the two
immediately preceding days in which trades were effected in the stock.
Pursuant to an agreement with the Company, Mr. Lowell Harwood, in March
1995, transferred to the Company 39,196 shares of Common Stock valued at $4.50
per share, the market price on March 16, 1995, the date of the agreement, in
satisfaction of the principal installments and interest in the aggregate amount
of $176,381.57 of a promissory note issued by him to the Company in September
1988. The note was issued by him in connection with his exercise of a Warrant,
originally issued in September 1986, to purchase 25,000 shares of Common Stock
at a price of $9.50 per share.
The Company has borne certain Company-related travel expenses incurred by
Messrs. Schein and Bansak during the 1995 Year in the aggregate amount of
approximately $6,900.
PROPOSAL TO AMEND THE 1992 STOCK OPTION PLAN
In June 1995 the Board of Directors of the Company adopted, subject to
shareholder approval, an amendment to the Company's 1992 Stock Option Plan (the
"Plan") increasing by 100,000 shares the number of shares of the Company's
Common Stock subject to the Plan. The Plan originally related to 425,000
shares. A previous stock option plan originally adopted in 1981 expired in
1991, pursuant to which options with respect to 100,470 had been granted, of
which options to purchase 78,870 shares were exercised and options to purchase
21,600 shares expired.
The Plan authorizes the grant of options to key employees, non-employee
Directors and independent consultants or advisors to the Company. As of May
31, 1996, there were outstanding options to purchase 386,600 shares granted
under the Plan and options with respect to 13,400 an additional shares had been
exercised. Accordingly, there was available, as of May 31, 1996, for future
grants under the Plan options with respect to 25,000 shares.
The Plan terminates on August 19, 2002. The approval of the holders of a
majority of the shares of Common Stock outstanding is required to approve the
amendment to the Plan. The
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Board of Directors believes that the granting of options is important as a
method of assisting the Company to attract and retain key personnel without the
cash costs which are associated with other incentive compensation plans.
Accordingly, the Board of Directors recommends a vote FOR the proposal.
The Plan provides that options granted thereunder to employees of the
Company may, at the election of the Committee, be either (a) incentive stock
option ("ISOs") meeting the requirements set forth in Section 422 of the
Internal Revenue Code, or (b) options which do not qualify as ISOs
("nonqualified options"). Non-employee Directors, consultants and advisors
will only be eligible to receive nonqualified options.
The Plan provides that the per share exercise price of an ISO shall not be
less than 100% of the fair market value of a share of Common Stock on the date
the option is granted (or 110%, if at the time of grant the optionee owns,
directly or indirectly, more than 10% of the outstanding Common Stock). The
per share exercise price of a nonqualified option shall not be less than 75% of
the fair market value of a share of Common Stock on the date the option is
granted. Fair market value on a particular date (the
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valuation date) means the closing sale price of a share of Common Stock on the
NMS on that date or, if there are no NMS sales on the valuation date or the
preceding trading day, or, if there are no NMS sales on the three preceding
trading days, fair market value will be the mean between the high bid and low
ask prices on the valuation date.
Under the Plan, no option agreement may provide for a term in excess of
ten years from the date of grant (five years, in the case of an option granted
to a person who at the time of grant owns, directly or indirectly, more than
10% of the outstanding Common Stock). In addition, all ISOs granted by the
Company to any one person may not become exercisable in any calendar year for
shares having an aggregate fair market value (determined as of the dates such
ISOs were granted) exceeding $100,000.
The Plan also permits the grant by the Committee of stock appreciation
rights ("SARs") in tandem with ISOs granted under the Plan or any time with
respect to nonqualified options. An SAR is the right of an optionee, without
making any payment to the Company (except applicable withholding taxes), to
receive cash or shares of Common Stock having a value equal to the amount by
which the fair market value per share on the date on which an SAR is exercised
exceeds the option price per share as provided in the related underlying
option. The number of shares of Common Stock subject to an SAR shall be
determined by the Committee but shall not exceed the number of shares subject
to the related option. An SAR shall be forfeited to the extent that the
related option is exercised, and vice versa. The Committee may impose
conditions upon the exercise of an SAR, including a condition that the SAR then
granted or previously granted may only be exercised in accordance with rules
and regulations adopted by the Committee from time to time.
The following table sets forth pertinent information as of December 31,
1995 with respect to options granted or exercised under the Plan since
inception of Plan in August 1992 by those persons set forth in the "Election of
Directors -- Summary Compensation Table," all executive officers as a group,
all current Directors who are not executive officers and the employees of the
Company:
ALL
EXECUTIVE
LOWELL SANFORD BRETT DAN JOHN OFFICERS AS A
HARWOOD HARWOOD HARWOOD JEREMITSKY HOGAN GROUP
-------- ------- ------- ---------- ------- -------------
Option Granted.............. 100,000 50,000 80,000 20,000 20,000 292,000
Average exercise price...... $ 3.919 $ 3.919 $ 5.509 $ 4.719 $ 4.443 $ 4.443
Options exercised........... __ __ __ __ __ 5,200
Average exercise price...... __ __ __ __ __ $ 3.346
ALL CURRENT
DIRECTORS
NOT
OTHER EXECUTIVE
EMPLOYEES OFFICERS
--------- -------------
Option Granted........... 103,000 5,000
Average exercise price... $ 3.866 $ 3.563
Options exercised........ 8,200 __
Average exercise price... $ 3.563
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