-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A1dS8wo3MJtaX9A+fBwzQteSQTzMEJAuUzvRvSW5qRRcIAjqnkIQKcwIqxsrlN9q W8iEkPd13I2OKugEPFEfqQ== 0000950152-94-001013.txt : 19941018 0000950152-94-001013.hdr.sgml : 19941018 ACCESSION NUMBER: 0000950152-94-001013 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941121 FILED AS OF DATE: 19941007 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANCASTER COLONY CORP CENTRAL INDEX KEY: 0000057515 STANDARD INDUSTRIAL CLASSIFICATION: 3060 IRS NUMBER: 131955943 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04065 FILM NUMBER: 94552112 BUSINESS ADDRESS: STREET 1: 37 W BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 DEF 14A 1 LANCASTER COLONY DEF 14A 1 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 approximate Box: [ ] Preliminary Proxy Statement [x] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Lancaster Colony Corporation (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), or 14a-6(j)(2). [ ] $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 securites to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Per unit price or other underlying value of transaction computer pursuant to Exchange Act Rule 0-11:* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4) Proposed maximum aggregate value of transaction: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] 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:____________________________________________________________ 2 LANCASTER COLONY CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held November 21, 1994 The annual meeting of the shareholders of Lancaster Colony Corporation (the "Corporation") will be held at 11:00 a.m., Eastern Standard Time, November 21, 1994, in the Legislative AB Meeting Room of the Hyatt on Capitol Square, 75 East State Street, Columbus, Ohio 43215. The meeting will be held for the following purposes: 1. To elect three directors for a term which expires in 1997. 2. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. By action of the Board of Directors, only persons who are holders of record of shares of the Corporation at the close of business on September 23, 1994, will be entitled to notice of and to vote at the meeting. If you do not expect to attend the meeting, please sign, date and return the enclosed proxy. A self-addressed envelope which requires no postage is enclosed for your convenience in returning the proxy. Its prompt return would be appreciated. The giving of the proxy will not affect your right to vote in person should you find it convenient to attend the meeting. October 11, 1994 JOHN B. GERLACH, JR. President and Secretary 1 3 LANCASTER COLONY CORPORATION 37 WEST BROAD STREET COLUMBUS, OHIO 43215 PROXY STATEMENT GENERAL INFORMATION This Proxy Statement is furnished to the shareholders of Lancaster Colony Corporation (the "Corporation") in connection with the solicitation by the Board of Directors of the Corporation of proxies to be used in voting at the annual meeting of shareholders to be held November 21, 1994, in the Legislative AB Meeting Room, Hyatt on Capitol Square, 75 East State Street, Columbus, Ohio 43215, at 11:00 a.m., Eastern Standard Time (the "Annual Meeting"). The enclosed proxy, if completed and forwarded to the Corporation, will be voted in accordance with the instructions contained therein. The proposals referred to therein are described in this Proxy Statement. The proxy may be revoked by the person giving it any time before it is exercised. Such revocation, to be effective, must be communicated to the Secretary or Assistant Secretary of the Corporation. The presence of a shareholder at the meeting will not revoke the proxy unless specific notice thereof is given. The Corporation will bear the cost of solicitation of proxies, including any charges and expenses of brokerage firms and others for forwarding solicitation material to the beneficial owners of stock. In addition to the use of the mails, proxies may be solicited by personal interview, by telephone or through the efforts of officers and regular employees of the Corporation. The Board of Directors has fixed the close of business on September 23, 1994 as the record date for the determination of shareholders entitled to receive notice and to vote at the Annual Meeting or any adjournment thereof. At that date the Corporation had outstanding and entitled to vote 30,044,535 shares of Common Stock, each share entitling the holder to one vote. The Corporation has no other class of stock outstanding. This proxy statement is first being mailed to shareholders on or about October 11, 1994. NOMINATION AND ELECTION OF DIRECTORS The Board of Directors of the Corporation is divided into three classes. The members of the three classes are elected to serve for staggered terms of three years. The Board of Directors currently consists of ten members. Pursuant to Section 2.04 of the Code of Regulations, the number of directors constituting each class will, as nearly as practicable, be equal. Thus, the Board of Directors of the Corporation currently consists of two classes of three members each and one class of four members. The names and ages of the "Nominees" and the "Continuing Directors," their principal occupations during the past five years and certain other information together with their beneficial ownership of the Corporation's Common Stock as of September 1, 1994, is listed below. As of September 1, 1994, the Corporation had outstanding and entitled to vote 30,057,247 shares of Common Stock. NOMINEES FOR TERM TO EXPIRE IN 1997
NAME; OFFICE WITH CORPORATION; DIRECTOR SHARES OWNED AT PERCENT OF PRINCIPAL OCCUPATION AGE SINCE SEPTEMBER 1, 1994 CLASS - - ----------------------------------------------------------------------------------------------------------- Morris S. Halpern; Retired; 64 1963 138,544 * formerly Vice President of the Corporation(1)(2) Robert S. Hamilton; 66 1985 8,816 * Vice Chairman and Director of Liqui-Box Corporation (plastic packaging manufacturer)(2) David J. Zuver; Retired; 70 1966 146,099 * formerly Vice President of the Corporation(2) - - -------------------------------------- * Less than 1%
2 4 (1)Mr. Halpern served as an officer of the Corporation until June 1992. The Corporation and Mr. Halpern have entered into a formal consulting agreement as is discussed under "Compensation of Directors." (2)See footnote 2 under "Continuing Directors," which explanation applies to Messrs. Halpern, Hamilton and Zuver. All the nominees have indicated a willingness to stand for election and to serve if elected. It is intended that the shares represented by the enclosed proxy will be voted for the election of the above named nominees. Although it is anticipated that each nominee will be available to serve as a director, should any nominee be unavailable to serve, the proxies will be voted by the proxy holders in their discretion for another person designated by the Board of Directors. CONTINUING DIRECTORS
NAME; OFFICE WITH CORPORATION; DIRECTOR TERM SHARES OWNED AT PERCENT OF PRINCIPAL OCCUPATION AGE SINCE EXPIRES SEPTEMBER 1, 1994 CLASS - - --------------------------------------------------------------------------------------------------------------- Frank W. Batsch; Retired; 63 1963 1995 70,526 * formerly Vice President of the Corporation(2)(10) Robert L. Fox; Account 45 1991 1996 695,750 2.31% Executive for Advest, Inc. (stock brokerage firm) since 1978(2)(3) John B. Gerlach; Chairman 67 1961 1995 6,457,752 21.48% of the Board and Chief Executive Officer of the Corporation(1)(2)(3)(4)(5) John B. Gerlach, Jr.; 40 1985 1996 2,862,804 9.51% President, Chief Operating Officer and Secretary of the Corporation (1)(2)(3)(4)(6)(7) Edward H. Jennings; 57 1990 1996 533 * President Emeritus and Professor of Finance at The Ohio State University; formerly President of The Ohio State University from 1981 to 1990(8) Richard R. Murphey, Jr.; 69 1973 1995 62,547 * Of Counsel, law firm of Squire, Sanders & Dempsey(2)(9) Henry M. O'Neill, Jr.; Chairman, 59 1976 1995 13,101 * Chief Executive Officer of AGT International, Inc. (voice response systems) since 1988; Chairman of Board of Evergreen Quality Concessions (mobile caterer) since 1987 All Directors and Executive Officers 7,822,480 25.95% as a group (12 Persons)(1)(11) - - --------------------------------------- * Less than 1% (1)Includes shares held by the Employee Stock Ownership Plan allocated to the accounts of Lancaster Colony Corporation employees. Employees have the right to direct the voting of such shares.
3 5 (2)Holdings include shares owned by spouses, minor children and shares held in custodianship or as trustee. The following persons disclaim beneficial ownership in such holdings with respect to the number of shares indicated: Mr. Batsch, 2,570; Mr. Fox, 75,385; Mr. John B. Gerlach, 1,786,700; Mr. John B. Gerlach, Jr., 1,687,258; Mr. Halpern, 6,074; Mr. Hamilton, 2,683; Mr. Murphey, 8,661; and Mr. Zuver, 72,847. (3)Messrs. John B. Gerlach and John B. Gerlach, Jr., trustees of Gerlach Foundation, Inc. and Mr. Fox, a trustee of Fox Foundation, Inc., share voting and investment power with their respective foundations, both of which are private charitable foundations. Gerlach Foundation, Inc. holds 389,955 shares and Fox Foundation, Inc. holds 28,038 shares. These shares are included in the above table. Gerlach Foundation, Inc. and Fox Foundation, Inc. together control an additional 436,749 shares held by Lehrs, Inc. The shares held by Lehrs, Inc. are also included in the total number of shares held by Messrs. Gerlach and Mr. Fox. The Trustees each disclaim beneficial ownership of any of these shares. (4)Messrs. John B. Gerlach and John B. Gerlach, Jr. by virtue of their stock ownership and positions with the Corporation may be deemed "control persons" of the Corporation. John B. Gerlach is John B. Gerlach, Jr.'s father. (5)Mr. John B. Gerlach is also a director of Drug Emporium, Inc., Huntington Bancshares Incorporated and M/I Schottenstein Homes, Inc. (6)Mr. Gerlach, Jr. has the right to acquire 53,332 shares through the exercise of stock options which shares are included in the table. (7)Mr. Gerlach, Jr. is also a director of The Cardinal Fund Inc. (8)Mr. Jennings is also a director of Borden Chemicals & Plastic Ltd. Partnership and Super Food Service, Inc. (9)Mr. Murphey is Of Counsel to a law firm which the Corporation has retained from time to time during the last two full fiscal years and proposes to retain during the current year. (10)Mr. Batsch served as an officer of the Corporation until November 1992 and continues as a part-time consultant to the Corporation. See "Compensation of Directors" for further discussion. (11)Shares held include 85,342 shares subject to presently exercisable options. The Board of Directors has established an audit committee (the "Audit Committee") consisting of Messrs. Batsch, Hamilton and O'Neill. Mr. Hamilton serves as Chairman of the Audit Committee. The Audit Committee is charged with the responsibility of reviewing such financial information (both external and internal) about the Corporation and its subsidiaries, so as to assure (i) that the overall audit coverage of the Corporation and its subsidiaries is satisfactory and appropriate to protect the shareholders from undue risks and (ii) that an adequate system of internal financial control has been implemented throughout the Corporation and is being effectively followed. The Audit Committee held three meetings during the fiscal year ended June 30, 1994 ("fiscal 1994"). All members were in attendance except Mr. Batsch who was absent for two meetings. The Board of Directors has established a compensation committee (the "Compensation Committee") consisting of Messrs. Hamilton, Jennings and O'Neill as its members. Mr. Jennings serves as Chairman of the Compensation Committee. The powers and duties of the Compensation Committee are to consider and formulate recommendations to the Board of Directors with respect to all aspects of compensation to be paid to the executive officers of the Corporation, to undertake such evaluations and make such reports as are required by the applicable rules of the Securities and Exchange Commission and to perform and exercise such other duties and powers as shall from time to time be designated by action of the Board of Directors. The Compensation Committee held two meetings during fiscal 1994. All members were in attendance. The Board of Directors does not have a Nominating Committee. A total of four meetings of the directors of the Corporation were held during fiscal 1994. Each of the directors attended at least 75% of the total number of meetings of the directors. Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's directors and executive officers to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Common Stock of the Corporation. To the Corporation's knowledge, based solely on a review of such reports, during the past fiscal year all Section 16(a) filing requirements applicable to the Corporation's directors and executive officers were complied with, except that Mr. Halpern made a late filing of Form 4 with respect to one transaction. COMPENSATION OF DIRECTORS Except as noted below, directors who are not employees of the Corporation or any of its subsidiaries receive an annual fee of $10,000 plus $750 for each meeting attended. Directors who also serve on the Audit Committee and/or Compensation Committee receive $750 for each such committee meeting attended. The Corporation has a consulting agreement with Mr. Halpern pursuant to which Mr. Halpern has agreed to perform advisory and consulting services for an annual fee of $200,000 for calendar year 1993 and $150,000 for calendar years 1994 through 1996. If at December 31, 1996 Mr. Halpern has satisfied all the terms of the consulting agreement, he shall be entitled to receive additional consulting fees of $50,000 per year beginning in 1997 and terminating upon his death. 4 6 Subject to an informal arrangement, effective January 1, 1993 the Corporation began paying Mr. Batsch as a part-time consultant based on an annual fee of $18,000. Additionally, postretirement benefits pursuant to an informal arrangement were paid by the Corporation to Mr. Zuver of $30,000 annually. The payments to Messrs. Zuver, Halpern and Batsch also include their services as directors. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following individuals have beneficial ownership, directly or indirectly, of more than five percent of the outstanding common stock of the Corporation:
NATURE OF NAME AND BENEFICIAL AMOUNT PERCENT OF ADDRESS OWNERSHIP OWNED(1) OWNERSHIP - - ------------------------------------------------------------------------------------------------------------------ John B. Gerlach Direct and 6,457,752 21.48% Lancaster Colony Corp. Indirect 37 West Broad Street Columbus, Ohio 43215 John B. Gerlach, Jr. Direct and 2,862,804(2) 9.51% Lancaster Colony Corp. Indirect 37 West Broad Street Columbus, Ohio 43215 - - ------------------------ (1)See footnotes 1, 2, 3 and 4 under "Continuing Directors," which explanations apply to Messrs. Gerlach. (2)See footnote 6 under "Continuing Directors," which explanation applies to John B. Gerlach, Jr.
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table summarizes compensation earned during the fiscal years ended June 30, 1994, 1993 and 1992, by those persons who were the Chief Executive Officer and the three other most highly compensated, reportable executive officers of the Corporation during fiscal 1994:
LONG-TERM ANNUAL COMPENSATION(1) COMPENSATION FISCAL ----------------------- ------------ ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2) - - ---------------------------------------------------------------------------------------------------------------------------------- John B. Gerlach; 1994 $485,000 $4,978 Chairman of the 1993 425,000 5,207 Board and Chief 1992 400,000 5,524 Executive Officer Larry G. Noble; 1994 $219,508 $252,000 $4,978 Vice President(3) 1993 208,500 210,000 26,666 5,207 1992 198,396 180,000 5,524 John B. Gerlach, Jr.; 1994 $297,083 $4,978 President, Chief 1993 266,216 5,207 Operating Officer 1992 227,917 5,489 and Secretary John L. Boylan; 1994 $110,000 $ 2,216 Treasurer and 1993 100,000 5,333 2,389 Assistant Secretary 1992 90,000 $ 10,000 2,205 (1)The named executive officers received certain perquisites in 1994, 1993 and 1992, the amount of which did not exceed the reportable threshold of the lesser of $50,000 or 10% of any such officer's salary and bonus. (2)Approximate amounts contributed on behalf of such executive officer to the Employee Stock Ownership Plan (ESOP). (3)Bonus amounts listed as paid to Mr. Noble are discretionarily determined and relate to the preceding fiscal year. The bonus relating to fiscal 1994 has not yet been determined but is currently expected to at least equal that paid in fiscal 1994 for fiscal 1993.
5 7 STOCK OPTION EXERCISES AND HOLDINGS The following table sets forth certain information with respect to stock options exercised during fiscal 1994 by each of the executive officers named in the Summary Compensation Table and unexercised stock options held as of June 30, 1994 by such executive officers: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT UNDERLYING FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)(2) OPTIONS VALUE --------------------------- -------------------------- NAME EXERCISED(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - - ---------------------------------------------------------------------------------------------------------------------------------- John B. Gerlach, Jr. 53,332 $1,456,097 Larry G. Noble 13,333 $ 327,492 32,010 $411,892 John L. Boylan 5,333 $ 45,018 (1)All values are shown pre-tax and are rounded to the nearest whole dollar. (2)Based on the 1994 fiscal year-end closing price of $35.44 per Common Share, adjusted for the four-for-three stock split paid July 1994.
SEVERANCE AGREEMENT Mr. Boylan is a party to an agreement entitling him to severance benefits equal to (i) full salary paid through the date of his termination plus (ii) an amount equal to the lesser of (a) 100% of the highest annual rate of salary and highest annual bonus paid to Mr. Boylan during the three-year period prior to his date of termination, and (b) twice his annual compensation (salary plus bonus) paid for the full fiscal year immediately preceding the date of his termination, in the event that within a period of one year after a "change of control" (as defined in the agreement) his employment is terminated by the Corporation (other than for cause) or by Mr. Boylan (if there has been any material adverse change in the terms of his employment). REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors (the "Committee") consists entirely of outside, non-employee directors. The compensation of executive officers of the Corporation, other than the chief executive officer ("CEO") is established annually by the CEO in consultation with the Committee. In establishing the compensation of executive officers various factors are considered including the scope of responsibilities, the quality of the executive officer's performance in discharging those responsibilities, and in certain cases, the financial performance of the Corporation or of a particular division of the Corporation under that executive officer's supervision. The determination of the compensation of executive officers is essentially subjective and dependent upon the recommendation of the CEO, and no specific weight is given to any of the foregoing factors. The compensation of the CEO was based on the Committee's evaluation of his performance toward the achievement of the Company's financial, strategic and other goals and his length of service as CEO. In determining the CEO's compensation the Committee considered the CEO's hands-on oversight of all of the Corporation's operations, his attention to detail and his reputation as a business leader in the industries in which the Corporation operates as well as competitive chief executive officer pay information. The determination of the CEO's compensation was subjective, with no specific weight given to any particular factor. Edward H. Jennings, Chairman Robert S. Hamilton Henry M. O'Neill, Jr. 6 8 PERFORMANCE GRAPH COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN OF LANCASTER COLONY CORPORATION, S&P INDEX AND PEER INDUSTRY GROUP The graph set forth below compares the five-year cumulative total return from investing $100 on June 30, 1989 in each of the Corporation's Common Stock, the Standard and Poor's 500 Index and the S&P Conglomerates Index:
CUMULATIVE TOTAL RETURN --------------------------------------------- 6/89 6/90 6/91 6/92 6/93 6/94 Lancaster Colony Corp. 100 106 106 231 408 511 S & P 500 100 116 125 142 161 163 S & P CONGLOMERATES 100 103 92 103 144 142
7 9 OTHER TRANSACTIONS John B. Gerlach has a 48% interest in an accounting partnership known as John Gerlach & Co. ("the Firm") which, pursuant to an arrangement that was approved by the Audit Committee, performs accounting, tax and internal management advisory services of a type generally available from an independent accounting firm, including services relating to Federal and local taxation, mergers and acquisitions and pension matters. The fee paid to the Firm for its services is measured by the volume of work performed and is reviewed by the Audit Committee. The fees for services for the fiscal year ended June 30, 1994 were $428,760. The Corporation believes that the terms of the above transactions are as favorable to it as those which could have been obtained from independent parties. INDEPENDENT PUBLIC ACCOUNTANTS Deloitte & Touche LLP has acted as independent certified public accountants of the Corporation during the fiscal year ended June 30, 1994. Deloitte & Touche LLP is expected to have a representative present at the annual meeting of shareholders who may make a statement, if desired, and will be available to answer appropriate questions. SHAREHOLDER PROPOSALS Shareholder proposals intended to be in the proxy statement for the 1995 Annual Meeting of Shareholders must be received by the Corporation at its principal executive offices no later than June 13, 1995. OTHER MATTERS As of the date of this statement, the Board of Directors knows of no other business that will come before the Annual Meeting. Should any other matter requiring the vote of the shareholders arise, the enclosed proxy confers upon the proxy holders discretionary authority to vote the same in respect to the resolution of such other matters as they, in their best judgment, believe to be in the interest of the Corporation. By Order of the Board of Directors October 11, 1994 JOHN B. GERLACH, JR. President and Secretary 8 10 LANCASTER COLONY CORPORATION PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 21, 1994 THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Robert L. Fox, John B. Gerlach, Jr. and Richard R. Murphey, Jr., or any of them, proxies of the undersigned, with power of substitution, to vote all shares of stock of the Corporation which the undersigned would be entitled to vote if personally present at the annual meeting of shareholders to be held November 21, 1994, or at any adjournment thereof, and to exercise all of the powers which the undersigned would be entitled to exercise as a shareholder if personally present upon the following matters: (To Be Continued And Signed On The Other Side) 11 ---------- Please mark your X votes as in this ---------- example. If no contrary specification is made, this proxy will be voted FOR proposal 1. 1. Election of For Withheld Nominees: For Term expiring 1997 Directors Morris S. Halpern 2.The transaction of -------- -------- Robert S. Hamilton all other matters and David J. Zuver as may properly come -------- -------- before the meeting For, except vote withheld from the following nominee(s): (Continued from other side) ________________________________________________________
SIGNATURE(S)___________________________ DATE_______________________ , 1994 SIGNATURE(S)___________________________ DATE_______________________ , 1994 NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Please date, sign and mail this proxy in the enclosed envelope. No postage is required for mailing in the United States. _____________________________________ -----END PRIVACY-ENHANCED MESSAGE-----