SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
Helmstar Group, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
- - --------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
LOGO HELMSTAR
HELMSTAR GROUP, INC.
2 WORLD TRADE CENTER
SUITE 2112
NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, JUNE 7, 1995
The Annual Meeting of Stockholders of Helmstar Group, Inc. (the "Company")
will be held at the offices of Richard A. Eisner & Company, 575 Madison Avenue,
8th Floor, New York, New York 10022, on Wednesday, June 7, 1995 at 3:00 p.m.
for the following purposes:
1. To elect one (1) Director to serve for a term of three (3) years;
2. To ratify the selection of independent public accountants for 1995; and
3. To transact such other business as may properly come before the meeting
and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 20, 1995 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT
THAT YOU PROMPTLY COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY. IF YOU ATTEND
THE MEETING YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON IF YOU DESIRE.
By Order of the Board of Directors
Alan D. Aschner
Secretary
New York, New York
April 28, 1995
HELMSTAR GROUP, INC.
2 WORLD TRADE CENTER
SUITE 2112
NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Helmstar Group, Inc., a Delaware corporation (the
"Company"), of proxies for use in voting at the Annual Meeting of Stockholders
to be held at the offices of Richard A. Eisner & Company, 575 Madison Avenue,
8th Floor, New York, New York 10022, on Wednesday, June 7, 1995 at 3:00 p.m.,
and any adjournment or postponement thereof, for the purposes set forth in the
attached Notice of Annual Meeting. The approximate date on which this Proxy
Statement and the accompanying proxy will be mailed to stockholders is April
28, 1995. The Company's Annual Report, including financial statements, is being
mailed to stockholders along with this Proxy Statement. The shares represented
by the proxies received, properly dated and executed and not revoked, will be
voted at the Annual Meeting. A proxy may be revoked in writing at any time
before it is exercised by filing with the Secretary of the Company at its
principal office, 2 World Trade Center, Suite 2112, New York, New York 10048,
an instrument of revocation or a duly executed proxy bearing a later date. A
proxy may also be revoked by attendance at the meeting and election to vote in
person.
On the matters coming before the Annual Meeting, shares for which proxies are
received will be voted in accordance with choices specified by the stockholders
by means of the ballot on the proxy. If no choice is specified, each share will
be voted FOR the election of the one (1) nominee for Director listed in this
Proxy Statement and FOR approval of Proposal 2 described in the attached notice
and in this Proxy Statement.
The close of business on April 20, 1995 has been fixed as the record date for
determining the stockholders entitled to notice of and to vote at the Annual
Meeting and any adjournment or postponement thereof. As of the close of
business on such date, the Company had 5,953,195 shares of Common Stock, $.10
par value, outstanding. Each outstanding share of Common Stock is entitled to
one vote on all matters submitted for a vote of stockholders at the Annual
Meeting.
A majority of the outstanding Common Stock of the Company will constitute a
quorum for the transaction of business at the Annual Meeting, but if a quorum
is not present, in person or by proxy, the meeting may be adjourned from time
to time until a quorum is obtained.
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by certain Directors, officers and other employees of the Company by
personal interview, telephone or telegraph. No additional compensation will be
paid for such solicitation. Copies of solicitation material will be furnished
to brokerage houses, fiduciaries and custodians to forward to beneficial owners
of Common Stock held in their names. The Company will reimburse those persons
for their reasonable expenses in forwarding solicitation material to such
beneficial owners.
MANAGEMENT
BOARD OF DIRECTORS
Under the Company's By-Laws, the Board of Directors is divided into three
classes. Members of each class are elected to serve for a term of three years
and until their successors are elected or until their resignation, removal or
ineligibility.
During 1994, the Board had 3 meetings. Each Director attended at least 75% of
all such meetings.
As discussed below, there are five committees consisting of various Directors
and such committees met at sundry times during 1994. Each Director attended at
least 75% of all committee meetings of which such Director was a member.
The Company's By-Laws provide for an Executive Committee consisting of the
Chairman of the Board and not less than two other Directors to exercise the
powers of the Board during the intervals between meetings of the Board. During
1994, the Executive Committee consisting of Messrs. George W. Benoit, Alan D.
Aschner and Roger J. Burns had 5 meetings.
The Board of Directors has established an Audit Committee consisting of
Directors who are not employees of the Company. This committee discusses audit
and financial reporting matters with both management and the Company's
independent public accountants. To ensure independence, the independent public
accountants may meet with the Audit Committee with or without the presence of
management representatives. During 1994, the Audit Committee consisting of
Messrs. Joseph J. Anastasi, Charles W. Currie and James J. Murtha had 1
meeting.
The Board also has established a Compensation Committee for the purpose of
reviewing the compensation of officers and employees of the Company and making
recommendations to the Board with respect thereto. During 1994, the
Compensation Committee consisting of Messrs. Benoit, Anastasi, Aschner and
Burns had 1 meeting.
The Board also has established a Nominating Committee to propose nominees for
election to the Board. During 1994, the Nominating Committee consisting of
Messrs. Anastasi, Burns, Currie and Murtha had 1 meeting. The Nominating
Committee will consider suggestions for potential nominees submitted by
stockholders if mailed to the Chairman of the Board.
The Board also has established an Incentive Compensation Committee for the
purpose of administering and making incentive compensation awards under the
Company's 1990 Incentive Compensation Plan. During 1994, the Incentive
Compensation Committee consisting of Messrs. Anastasi, Currie and Murtha had 1
meeting.
ELECTION OF DIRECTORS
One Director whose term expires at the Annual Meeting has been nominated for
reelection for a term of three years. He is George W. Benoit who has been a
Director since 1968.
2
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS NOMINEE AND IT IS
INTENDED THAT THE PROXIES RECEIVED WILL BE VOTED "FOR" THIS NOMINEE UNLESS
OTHERWISE PROVIDED THEREIN. THE BOARD KNOWS OF NO REASON WHY THIS NOMINEE WILL
BE UNABLE TO SERVE, BUT, IN SUCH EVENT, THE PROXIES RECEIVED WILL BE VOTED FOR
SUCH SUBSTITUTE NOMINEE AS THE BOARD MAY RECOMMEND.
DIRECTORS AND EXECUTIVE OFFICERS
There are no family relationships among any of the Directors or executive
officers of the Company.
The Company does not pay Directors who are employees of the Company any fees
for serving as Directors, but reimburses them for their out-of-pocket expenses
in connection with such duties. The Company pays Directors who are not
employees of the Company an annual retainer of $12,000 plus expenses incurred
for attending meetings of the Board, Annual Stockholders Meetings and for each
meeting of a committee of the Board not held in conjunction with a Board
meeting. During 1994 Messrs. Anastasi, Currie and Murtha each received a
retainer of $12,000.
NOMINEE FOR DIRECTOR
GEORGE W. BENOIT, 58, Chairman of the Board of Directors and President of the
Company. Mr. Benoit was a founder of the Company in 1968 and has been a
Director since such time. His current term as a Director expires this year.
DIRECTORS CONTINUING IN OFFICE
JOSEPH G. ANASTASI, 58, has been a Director of the Company since September
1986. His current term as a Director expires in 1996. Since October 1986, Mr.
Anastasi has been the President of The Anastasi Stephens Group, Inc., a real
estate development firm.
ROGER J. BURNS, 57, is a Director as well as First Vice President, Treasurer
and Chief Financial Officer of the Company. Mr. Burns joined the Company in
1974. He has been a Director of the Company since September 1986. His current
term as a Director expires in 1997.
CHARLES W. CURRIE, 52, has been a Director of the Company since September
1986. His current term as a Director expires in 1997. From 1969 until March 31,
1988, Mr. Currie was employed by the Company. For more than five years prior to
his resignation, he had been an executive officer of the Company, holding the
position of First Vice President and Sales Manager at the time of his
resignation. From April 1988 to June 1989, he was Vice President of Thomson,
McKinnon Securities, Inc., from July 1989 to February 1990, he was a municipal
sales representative for Tucker, Anthony and R.L. Day, Inc., and from July 1990
to June 1993 he was a Vice President with Reinoso & Co., Inc., a municipal bond
dealer. Since June 1993 he has been a Senior Vice President with Pryor,
McClendon, Counts & Co., Inc., investment bankers.
JAMES J. MURTHA, 46, has been a Director of the Company since December 1986.
His current term as a Director expires in 1996. From 1982 until October 1991,
Mr. Murtha was President of Midland Development Group, Inc., a real estate
development firm. From December 1990 until January 1992, Mr. Murtha also served
as Chairman of the Board of Detroit Tool Group, Inc., a tool and die
manufacturer.
3
Since October 1991, Mr. Murtha has held the position of President of Kenwood
Holdings, Inc., an investments firm focusing on real estate.
OTHER EXECUTIVE OFFICERS
ALAN D. ASCHNER, 57, is a Director as well as Vice President and Secretary of
the Company. Mr. Aschner has been a Director of the Company since 1973. His
current term as a Director expires at this Annual Meeting. In 1977, he was
employed as an officer of the Company. He resigned as Senior Vice President and
Secretary of the Company in December 1987, but continued to serve as a Director
of the Company. From December 1987 through June 1989, Mr. Aschner was Executive
Vice President of the Omicron Group, Inc., Pompano Beach, Florida, a financial
services firm, and was associated with a number of other financial services
businesses as well as real estate companies. In July 1989, he rejoined the
Company as Vice President. Mr. Aschner has served as Secretary of the Company
since November 1990.
JAMES A. ROGERS, 64, is Chairman and Chief Executive Officer of Citizens
Mortgage Service Company ("Citizens"), a wholly owned subsidiary of the
Company. Mr. Rogers joined Citizens on July 1, 1991, following its acquisition
by the Company. He has over 25 years experience as a senior executive in the
mortgage banking industry. From 1982 until June 1988, Mr. Rogers was President
of Meritor Mortgage Corporation--East, a wholly-owned subsidiary of Meritor
Financial Group. Thereafter, until July 1989, he served as President of
American Family Mortgage Corporation. He then joined AmeriFederal Savings Bank,
Lawrenceville, New Jersey as President of its mortgage banking division, and
served in such capacity until September 1990. At such time, Mr. Rogers began
consulting with the Company on entering the mortgage banking business, and
advised the Company in connection with its acquisition of Citizens. Mr. Rogers
also served as President of the Pennsylvania Mortgage Bankers Association in
1982 and the New Jersey Mortgage Bankers Association in 1988. He is a licensed
real estate broker in Pennsylvania.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 3l, 1995, concerning
the beneficial ownership of the Company's Common Stock by (i) each Director of
the Company and (ii) all Directors and executive officers of the Company as a
group.
BENEFICIAL
OWNERSHIP
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NUMBER OF
NAME SHARES PERCENT
---- --------- -------
George W. Benoit......................................... 1,862,420 31.3%
Roger J. Burns........................................... 74,320 1.3
Charles W. Currie(1)..................................... 301,280 5.0
Alan D. Aschner.......................................... 80 (2)
Joseph G. Anastasi....................................... 2,200 (2)
James J. Murtha.......................................... 4,000 (2)
All Directors and executive officers as a group (7 per-
sons)................................................... 2,246,300 37.8%
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(1) Includes 200 shares of Common Stock owned by Mr. Currie's wife as to which
Mr. Currie has disclaimed any beneficial interest.
(2) Less than l percent.
4
Officers, Directors and persons who own more than ten percent of a registered
class of the Company's equity securities are required by Section 16(a) of the
Exchange Act to file reports of ownership and changes in ownership with the
Commission. Officers, Directors and greater than ten-percent shareholders are
required by the Commission's rules to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the Company,
or representations that no Forms 5 were required, the Company believes that all
Section 16(a) filing requirements were complied with.
The following table sets forth information, as of March 3l, 1995, concerning
the beneficial ownership of the Company's Common Stock by each stockholder
known by the Company to own more than 5% of the outstanding Common Stock.
BENEFICIAL
OWNERSHIP
-----------------
NUMBER OF
NAME AND ADDRESS SHARES PERCENT
---------------- --------- -------
George W. Benoit........................................... 1,862,420 31.3%
Helmstar Group, Inc.
2 World Trade Center
New York, NY 10048
Arthur Abba Goldberg(1).................................... 586,950 9.9
83 Montgomery Street
Jersey City, NJ 07302
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(1) Includes 16,570 shares of Common Stock held by Mr. Goldberg's minor child
as to which Mr. Goldberg has disclaimed any beneficial interest.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 10, 1989, the Company, through a wholly-owned subsidiary, entered
into a general partnership with The Anastasi Stephens Group, Inc. ("AS Group"),
an affiliate of Joseph G. Anastasi, a Director of the Company. Such partnership
acquired, for $2,600,000, land in Prince Georges County, Maryland upon which it
was developing an industrial/warehouse business park. The Company originally
contributed $2,600,000 to the partnership but with the procurement of a
construction loan, the partnership distributed $1,100,000 and $50,000 to the
Company and AS Group, respectively. The Company and AS Group each have a 50%
voting interest in the partnership. AS Group was entitled to receive a
development fee of up to $180,000 for supervising construction of the project.
During 1989 and 1990, $120,000 of such fee was paid from proceeds drawn
pursuant to the construction loan.
The construction loan matured in March 1991. The partnership was unsuccessful
in negotiating an extension of the loan. The lender foreclosed pursuant
thereto, and the property was auctioned on March 31, 1992.
Under the partnership agreement, an overall net loss following a disposition
of the project is to be shared equally by the partners. Since the Company
contributed more capital (net of distributions) than AS Group, AS Group is
obliged to make a capital contribution to the partnership. Such contribution,
in turn, would be distributed by the partnership to the Company. The amount of
the required contribution is to be sufficient to cause AS Group and the Company
to each bear 50% of the overall net loss. AS Group's shareholders, one of whom
is Mr. Anastasi, a Director of the Company, personally guaranteed such
obligation on a joint and several basis.
5
In May 1989, Arthur Abba Goldberg, formerly Executive Vice President of the
Company, borrowed $125,000 from the Company pursuant to a demand note bearing
interest at a rate of 10% per annum. The principal balance of $125,000 plus
accrued and unpaid interest of $73,333 is secured by a pledge of 500,000 shares
of the Company's Common Stock owned by Mr. Goldberg.
EXECUTIVE OFFICER COMPENSATION
The following table shows, for the fiscal years ending December 31, 1994,
1993 and 1992, the cash and other compensation paid or accrued to the named
executives for services in all capacities.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-----------------------------
NAME AND PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(A) COMPENSATION
------------------ ---- ------- ----- --------------- ------------
George W. Benoit
Chairman of the 1994 201,340 2,310
Board of Directors, 1993 202,379 2,248
President 1992 202,319 2,182
Roger J. Burns
First Vice President, 1994 125,917 2,310
Treasurer, Chief 1993 127,515 2,248
Financial Officer 1992 127,301 2,182
and Director
Alan D. Aschner
Vice President, 1994 110,000 1,100
Secretary and 1993 105,000 1,050 2,765(b)
Director 1992 75,000 750
James A. Rogers
Chairman and Chief 1994 74,616 2,310
Executive Officer of 1993 100,000 2,248
Citizens Mortgage 1992 100,000 2,182
Service Company
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(a) Represents Company's contribution to its 401(k) Deferred Compensation Plan.
(b) Prior year 401(k) adjustment.
Executive compensation can vary widely from year to year. The Company may pay
discretionary bonuses to its salaried employees. Bonuses are determined by the
Compensation Committee of the Board of Directors.
6
COMPENSATION PURSUANT TO PLANS
401(k) Cash or Deferred Compensation Plan. The Company maintains a tax-
qualified 401(k) cash or deferred compensation plan that covers all employees
who have completed one year of service and attained age 21. Participants are
permitted, within the limitations imposed by the Internal Revenue Code, to make
pre-tax contributions to the plan pursuant to salary reduction agreements. The
Company may, in its discretion on an annual basis, make additional
contributions. The contributions of the participants and the Company are held
in separate accounts. Participants are always fully vested in both accounts.
Amounts contributed pursuant to the plan for the benefit of executive officers
are included in the above table under the heading "Other Annual Compensation."
1990 Incentive Compensation Plan. The stockholders approved the Company's
1990 Incentive Compensation Plan (the "Plan") on June 7, 1990. Pursuant to the
Plan, 500,000 shares of the Company's Common Stock have been reserved for
issuance to officers and other key employees as incentive or nonqualified stock
options, stock appreciation rights ("SARs") or restricted stock awards.
Incentive stock options must have an exercise price per share equal to no less
than the fair market value of the Company's Common Stock on the date of grant
(110% in the case of a 10% stockholder). Incentive stock options may not be
exercised after 10 years from the date of grant (five years in the case of a
10% stockholder). Nonqualified stock options cannot be exercised prior to one
year or after ten years from the date of grant. Concurrently with nonqualified
options granted, participants may also receive SARs. SARs will provide
participants with cash equal to the difference between the fair market value of
the number of shares for which the SAR award is exercised and the exercise
price of nonqualified stock options on the date the SAR award is exercised.
Restricted stock will be subject to restrictions which will render such shares
subject to forfeiture. Additionally, restricted stock will be nontransferable
during the period any restrictions apply. The Board of Directors has
established an Incentive Compensation Committee to administer the Plan. No
member of such committee shall be eligible to receive any type of award under
the Plan. During 1992, options to purchase an aggregate of 150,000 shares were
granted to employees, none of whom were executive officers. No other awards
have been made under the Plan.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has selected Richard A. Eisner
& Company as independent public accountants to audit the financial statements
of the Company and its subsidiaries for the fiscal year 1995. This selection is
being presented to the stockholders for their ratification at the Annual
Meeting. The firm of Richard A. Eisner & Company has audited the Company's
financial statements since 1987.
It is expected that representatives of Richard A. Eisner & Company will
attend the Annual Meeting and will have the opportunity to make a statement, if
they so desire, and will be available to respond to appropriate stockholder
questions.
Ratification of the selection of Richard A. Eisner & Company as independent
public accountants will require the affirmative vote of a majority of the
shares present in person or represented by proxy at the Annual Meeting.
7
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION AND, UNLESS A
STOCKHOLDER SIGNIFIES OTHERWISE, THE PERSONS NAMED IN THE PROXY WILL SO VOTE.
OTHER MATTERS
The Board of Directors of the Company do not know of any other matters to be
presented for action at the Annual Meeting. Should any other matter come before
the Annual Meeting, however, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies with respect to such matters in
accordance with their judgment.
In order for stockholders' proposals for the 1996 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement,
they must be received by the Company at its principal office in New York, New
York, prior to January 1, 1996.
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-KSB (without exhibits) will be provided without charge to
any stockholder who submits a written request addressed to the Secretary of the
Company.
By Order of the Board of Directors
Alan D. Aschner
Secretary
April 28, 1995
8
PLEASE MARK VOTES PROXY
[X] AS IN THIS EXAMPLE HELMSTAR GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Revoking any such prior appointment, the undersigned hereby appoints Joseph G.
Anastasi and Roger J. Burns, and each of them, attorneys and agents, with power
of substitution to vote as Proxy for the undersigned as herein stated, at the
Annual Meeting of Stockholders of Helmstar Group, Inc. (the "Company"), to be
held at the offices of Richard A. Eisner & Company, 575 Madison Avenue, 8th
Floor, New York, New York 10022 on Wednesday, June 7, 1995 at 3:00 p.m., and at
any adjournments thereof, with respect to the number of shares the undersigned
would be entitled to vote if personally present.
1. Election of FOR AGAINST ABSTAIN
Director: To [_] [_] [_]
elect the nom-
inee listed
below:
GEORGE W. BENOIT
2. Proposal to [_] [_] [_]
ratify the se-
lection of in-
dependent pub-
lic accoun-
tants.
Check the appropriate box to indicate the manner in which you direct the
proxies to vote your shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE AND
FOR THE PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED (1) FOR THE ELECTION OF THE
DIRECTOR AND (2) FOR THE PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC
ACCOUNTANTS, IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN ITEMS (1) AND
(2), AND IN THE DISCRETION OF THE NAMED ATTORNEYS AND AGENTS ON SUCH OTHER MAT-
TERS AS MAY PROPERLY COME BEFORE THE MEETING.
The stockholder(s) hereby acknowledges receipt of a copy of the Proxy
Statement relating to such Annual Meeting.
Your signature should appear the same as your name appears hereon. If signing
as attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which signing. When signing as joint tenants, all parties to the
joint tenancy must sign. When the proxy is given by a corporation it should be
signed by an authorized officer.
-----------------------------------------
Please be sure to Date
sign and date
this Proxy in the box
below.
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- - ----- Stockholder sign above ----- Co-Holder (if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
HELMSTAR GROUP, INC.
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PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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