-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PvNz58djHGQleHHwV6BMSBOe7P47fJNppamIK5hJYX7ym4TrPgq3U4/YheLar1eG vHq3Ie7dwMTPMy/4CwtO4w== 0000852220-97-000008.txt : 19971020 0000852220-97-000008.hdr.sgml : 19971020 ACCESSION NUMBER: 0000852220-97-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19971017 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLSTATE FINANCIAL CORP /VA/ CENTRAL INDEX KEY: 0000852220 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 541208450 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-17832 FILM NUMBER: 97697491 BUSINESS ADDRESS: STREET 1: 2700 S QUINCY ST STE 540 CITY: ARLINGTON STATE: VA ZIP: 22206 BUSINESS PHONE: 7039312274 MAIL ADDRESS: STREET 1: 2700 S QUINCY STREET STREET 2: STE 540 CITY: ARLINGTON STATE: VA ZIP: 22206 DEF 14A 1 ALLSTATE FINANCIAL CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING NOVEMBER 18, 1997 The undersigned, having received the Notice of Annual Meeting, Proxy Statement and Annual Report of Allstate Financial Corporation for the year ended December 31, 1996, hereby appoint(s) Craig Fishman, Eugene Haskin and Leon Fishman and each of them, with full power of substitution, proxies of the undersigned to vote as directed below all shares of the undersigned in Allstate Financial Corporation at the Annual Meeting of Shareholders to be held on November 18, 1997 and at any adjournments thereof. 1. Election of Directors Withhold Authority to Vote For Nominee For Nominee Craig Fishman ___________ _____________ Eugene Haskin ___________ _____________ Leon Fishman ___________ _____________ James C. Spector ___________ _____________ Alan L. Freeman ___________ _____________ David M. Campbell ___________ _____________ William H. Savage ___________ _____________ Edward A. McNally ___________ _____________ Lawrence Vecker ___________ _____________ Lindsay B. Trittipoe ___________ _____________ 2. In their discretion, the proxies are authorized to vote upon matters not known to the Board of Directors as of the date of the accompanying proxy statement, and to vote for any nominee of the Board whose nomination results from the inability of any of the above named nominee to serve. UNLESS OTHERWISE INDICATED IN THE BLANKS PROVIDED, THE PROXIES SHALL VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. (Continued from other side) Please sign exactly as name appears below. DATED ____________, 1997 ______________________________________ Signature ______________________________________ Signature if held jointly When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. ALLSTATE FINANCIAL CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting of Shareholders of Allstate Financial Corporation will be held at the Sheraton National Hotel, 900 South Orme Street, Arlington, Virginia 22204, on November 18, 1997, at 11:00 A.M., for the following purpose: 1. To elect ten Directors for terms which will expire at the Annual Meeting of Shareholders to be held in 1998. 2. To transact such other business as may properly come before the meeting. October 17, 1997 BY ORDER OF THE BOARD OF DIRECTORS Lawrence M. Winkler Secretary ____________________________________ PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. A proxy card and postage free envelope are enclosed. ALLSTATE FINANCIAL CORPORATION October 17, 1997 2700 SOUTH QUINCY STREET ARLINGTON, VIRGINIA 22206 PROXY STATEMENT INTRODUCTION The enclosed proxy is solicited by the Board of Directors of Allstate Financial Corporation (the "Company") for use at the Annual Meeting of Shareholders to be held at 11:00 A.M., at the Sheraton National Hotel, 900 South Orme Street, Arlington, Virginia 22204 on November 18, 1997, and at any adjournment thereof (the "Annual Meeting"). This proxy is first being sent to shareholders on October 17, 1997. At the Annual Meeting, shareholders will be asked to consider and vote upon one proposal: the election of ten directors to serve until the 1998 Annual Meeting of Shareholders (the "Proposal"). In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies by telephone, telegraph or in person. None of these persons will receive compensation but will be reimbursed for actual expenses in connection therewith. Expenses in connection with the solicitation of proxies, including the reasonable expenses of brokers, fiduciaries and other nominees in forwarding proxy material, will be borne by the Company. VOTING OF PROXIES Each holder of the Company's common stock is entitled to vote in person or by proxy for each share held of record on the record date, October 10, 1997, on all matters to be voted upon at the Annual Meeting. As of the record date, the Company had 2,317,919 shares of common stock outstanding, each of which shares is entitled to one vote. If a proxy in the accompanying form is properly executed and returned to the Company in time for the Annual Meeting and is not revoked prior to the time it is exercised, the shares represented by the proxy will be voted in accordance with the directions specified therein for the matters listed on the proxy card. Unless the proxy specifies that authority to vote is withheld, proxies will be voted FOR the Proposal and otherwise in the discretion of the proxy holders as to any other matter that may come before the Annual Meeting. 1 Abstentions and broker non-votes are counted for purposes of determining the number of shares represented at the Annual Meeting. Broker non-votes occur when a broker nominee, holding shares in street name for the beneficial owner thereof, has not received voting instructions from the beneficial owner and does not have discretionary authority to vote. The approval of the Proposal requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote. Accordingly, abstentions and broker non-votes will have the effect of withholding authority to vote for the Proposal. A shareholder who executes the enclosed proxy may revoke it at any time before it is voted by giving written notice to the Secretary of the Company or oral notice to the presiding officer at the Annual Meeting. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of October 10, 1997, the amount of common stock of the Company beneficially owned: (i) by each person known to the Company to be the beneficial owner of more than 5% of the aggregate shares of the Company's outstanding common stock, (ii) each of the named executive officers in the Summary Compensation Table below, (iii) by each director of the Company, and (iv) all executive officers and directors as a group. Common Shares Percent of Name and Address Beneficially Owned1 Class Leon Fishman 20191 E. Country Club Dr. N. Miami Beach, FL 33180 253,750 10.91% Eugene Haskin 4000 Island Blvd. N. Miami Beach, FL 37160 242,500 10.45% Lawrence M. Winkler 1300 Crystal Drive Arlington, VA 22202 11,717 0.50% James Spector 10580 SW 77 Terrace Miami, FL 33173 9,100 0.39% Peter Matthy 5812 Highland Drive Chevy Chase, MD 70815 13,667 0.59% Alan Freeman 20191 E. Country Club Dr. Aventura, FL 33180 10,000 0.43% 2 Common Shares Percent of Name and Address Beneficially Owned1 Class Craig Fishman 2687 Hillsman Street Falls Church, VA 22043 17,300 0.74% David W. Campbell 6410 Nobel Rock Court Clifton, VA 22024 13,000 0.56% William H. Savage 314 Franklin Street Alexandria, VA 22314 17,000 0.73% Edward A. McNally 120-41 Prospect Street Ridgefield, CT 06837 11,000 0.47% Lawrence Vecker 1600 Parker Avenue Fort Lee, NJ 07024 7,000 0.30% Timothy G. Ewing Value Partners, Ltd. 2200 Ross Avenue Dallas, TX 75201 661,835 26.57% Tweedy, Browne Company L.P. 52 Vanderbilt Avenue New York, NY 10017 165,100 7.12% Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 94403-7777 132,000 5.69% Richard A. Brasch 9313 Hamilton Drive Fairfax, VA 22031 4,177 0.18% Wade Hotsenpiller 329 Club View Drive Great Falls, VA 22066 3,300 0.14% Lindsay B. Trittipoe Wheat First Securities 901 E. Byrd Street, 3rd Flr Richmond, VA 23219 71,289 3.08% For all Executive Officers and Directors as a group (13 persons) 684,800 26.43% ELECTION OF DIRECTORS The Company's Articles of Incorporation provide that the number of directors shall be ten or such lesser number as the Board of Directors shall fix. The Board of Directors has fixed that number at ten. There is only one class of directors and they will all be candidates for election at the Annual Meeting. Directors of the Company are elected to serve until the next annual meeting of the shareholders of the Company and until their respective successors are elected and qualified. 3 Listed below are the nominees who will be candidates for election to the Board of Directors at the Annual Meeting and the non-nominees who are executive officers of the Company: Principal Occupation Director Name Age And Other Directorships Since - ---------------- --- ----------------------------- ----------- Craig Fishman 37 President and Chief Executive 1995 Officer (commencing July 1, 1996); formerly Vice President and Senior Vice President (April 1991 through June 30, 1996) and formerly General Counsel (February 1993 through June 30, 1996) of the Company. President of Lifetime Options, Inc. a wholly-owned subsidiary of the Company (commencing May 1994). Leon Fishman 66 Vice Chairman (commencing July 1, 1982 1996); formerly President and Chief (excluding Executive Officer of the Company 1995) (May 1989 through June 30, 1996). Eugene Haskin 68 Consultant to the Company 1982 commencing August 1989 and Chairman of the Board. James C. Spector 63 Currently Executive Vice President 1989 of Bank Atlantic, Ft. Lauderdale, FL; Consultant to the Company from November 1, 1993 to July 5, 1996; formerly Executive Vice President of the Company (February 1991 through October 1993). Alan L. Freeman 56 Currently Managing Partner of 1996 Freeman, Buczyner & Gero (an accounting firm); Formerly Partner with Deloitte & Touche (1989-1991). David W. Campbell 50 Formerly President and Chief 1995 Operating Officer and Director of Southern Financial Bancorp, Inc. and Southern Financial Bank in Warrenton Virginia April 1996 to June 1997; formerly President and Chief Executive Officer of Ameribanc Savings Bank ("ASB") in Annandale, Virginia (June 1990 through March 1995); prior to that, Executive Vice President and Chief Operating Officer of ASB (1984 through June 1990); also, a director of ASB (1988 through March 1995); served as a Trustee of the Ameribanc Investors Group from 1992 to March 1995. 4 Principal Occupation Director Name Age And Other Directorships Since - ---------------- --- ----------------------------- ----------- William H. Savage 65 Since 1990 has been engaged in a 1995 variety of investment ventures in real estate development and banking; currently Chairman of Island Preservation Partnership, developer of a 1,200 acre private, oceanfront retreat near Charleston, S.C.; President of Richards United Corporation, a real estate investment company based in Alexandria, Virginia, and Chairman of Arbec Orchids Dominicana, S.A., Santo Domingo, D.R., which propagates and cultivates orchid plants for the U.S. market. Edward A. McNally 54 Managing Director, Windham 1996 Partners, LLC (commencing August 1996); President, McNally and Co. (commencing August 1995); independent management consultant (commencing April 1991); formerly Senior Vice President, National Westminster Bank USA (1983 through 1992). Lawrence Vecker 68 Currently Executive Vice President 1996 of North American Capital Corp., a New York based private merchant bank; formerly, Executive Vice President of Congress Financial Corp., a subsidiary of CoreStates Financial Corp (1974 through 1995). Lindsay Trittipoe 39 Currently Vice President, Capital -- Markets for Wheat First Butcher Singer (commencing August 1995); formerly Vice President Craigie Incorporated (November 1989 to August 1995). Lawrence M. Winkler 61 Secretary/Treasurer and Chief -- Financial Officer of the Company since 1983; served as a director from 1983 until November 1996. 5 Wade Hotsenpiller 56 Sr. Vice President and Chief -- Operating Officer (commencing December 19, 1996). Formerly, President and Director (June 1985 to July 1996) and Chief Operating Officer (April 1984 to July 1996) of Washington Federal Savings Bank, Herndon, VA. Peter Matthy 51 Joined the Company in April 1996 as -- Executive Vice President and Chief Operating Officer. Mr. Matthy remains the Company's Executive Vice President and has now assumed the responsibilities of nationwide Director of Sales and Marketing. Prior to joining the Company, Mr. Matthy was employed by IBJ Schroder Bank & Trust Company for 15 years, as an Executive Vice President with responsibilities as Director of Corporate Banking, a Member of the Management committee, and Chairman and Chief Executive Officer of its leasing subsidiary. Richard A. Brasch 40 General Counsel of the Company -- since January 1996. He joined the Company in 1993 as Associate General Counsel. Prior to joining the Company, Mr. Brasch was a partner/shareholder in the law firm of Stearns Weaver Miller Alhadeff & Sitterson, P.A. in Miami, FL where he worked from 1985 to 1993 with a concentration in representing financial institutions. Mr. Leon Fishman is the father of Mr. Craig Fishman, President and Chief Executive Officer of the Company. On September 24, 1997, the Board of Directors asked Director Campbell to serve as the Chairman of the Board (replacing Eugene Haskin) effective at the meeting of the Board of Directors to be held immediately following the Annual Meeting. Director Campbell has agreed to serve as Chairman at the Board and a formal vote to appoint him Chairman will be taken at the November 18, 1997 meeting of the Board of Directors. MEETINGS AND COMMITTEES OF THE BOARD The Board of Directors established an Audit Committee in 1989. The Audit Committee currently consists of Messrs. C. Fishman, 6 Campbell, Freeman and Vecker. The committee met five times during the year ended December 31, 1996. The Audit Committee reviewed the audited results of operations for 1995, the unaudited results of operations for 1996 and the status of certain specific accounts. The Board established a Compensation Committee in 1992. The Compensation Committee currently consists of Messrs. Haskin, Spector, Savage and McNally. The Compensation Committee met four times in 1996. The committee reviewed executive compensation, employment contracts, other related compensation costs and made recommendations to the Board based on its reviews. The Board does not have a nominating committee. The functions of this committee are performed by the Board of Directors. During 1996 there were nine meetings of the Board of Directors. Each of the directors of the Company attended at least 75% of the meetings of the Board of Directors during 1996 and 75% of the meetings of any committees upon which he serves. On September 24, 1997, the Board of Directors approved the nomination of ten individuals to serve on the Board commencing November 18, 1997. Also on September 24, 1997, the Board of Directors approved the formation of an Executive Committee to be formally established at the meeting of the Board of Directors to be held immediately following the Annual Meeting. The members of the Executive Committee are expected to be Messrs. Campbell, McNally, Savage and C. Fishman. The Executive Committee's function will be to make recommendations to the Board regarding strategic initiatives, assist and support management in implementing those initiatives and monitor management performance in general. Directors who are not officers of the Company receive a fee of $2,000 per board meeting attended in person, plus reimbursement for their expenses associated with attending those meetings. Directors who are not officers of the Company receive a fee of $500 per board or committee meeting attended by conference telephone call. In addition, commencing August, 1996 and continuing through December 31, 1997, directors who are not officers of the Company are granted 1,000 stock options per meeting attended at an exercise price equal to the greater of (i) $7.00/share and (ii) 110% of the fair market value per share of the Company's common stock on the date thereof. The options are exercisable until December 31, 1999. Directors who are officers of the Company receive no compensation on stock options for serving as directors, but are reimbursed for out-of-pocket expenses related to attending board or committee meetings. 7 EXECUTIVE COMPENSATION The following table provides certain summary information concerning compensation paid or accrued by the Company for the years ended December 31, 1996, 1995 and 1994 to or on behalf of the Company's Chief Executive Officer and each of the four most highly compensated executive officers of the Company whose total compensation exceeded $100,000 for the year ended December 31, 1996. SUMMARY COMPENSATION TABLE AWARDS - Securities Name and Underlying All Other Principal Position Year Salary Bonus Options Compensation(1) - -------------------------------------------------------------------------------- Craig Fishman 1996 $170,330 $ -0- 30,000 $3,000 President and Chief 1995 $161,177 $ -0- - $3,000 Executive Officer 1994 $126,405 $2,500 - $2,578 Leon Fishman 1996 $295,009 $ -0- - $3,000 Director/Vice Chairman 1995 $377,885 $ -0- - $3,000 1994 $375,000 $ -0- - $3,000 Lawrence M. Winkler 1996 $169,450 $ -0- 20,000 $3,000 Secy/Treasurer & 1995 $154,732 $ -0- - $3,000 Chief Financial 1994 $143,533 $2,500 - $2,889 Officer Richard Brasch 1996 $109,328 $4,000 12,500 $2,567 General Counsel 1995 $132,023 $3,000 - $2,640 1994 $110,533 $2,500 - $2,211 _________________________________ 1) Represents contributions made by the Company to 401(k) plan. OPTION GRANTS IN LAST FISCAL YEAR Number of Percent of Securities Total Options Underlying Granted to Exercise Options Employees in or Base Expiration Date Name Created Fiscal Year Price - ------------------- ---------- ------------- -------- --------------- Craig Fishman ..... 30,000 0.258 $ 5.62 6/30/2001 Leon Fishman ...... -- -- -- Lawrence M. Winkler 20,000 17.2 5.62 6/30/2001 Richard A. Brasch . 12,500 10.8 5.62 6/30/2001 AGGREGATE OPTIONS/SARS EXERCISED IN LAST FISCAL YEAR AND F/Y END OPTION/SAR VALUE All options granted and reported in this table were made pursuant to the 1990 Stock Option Plan and have the following material terms: 8 Options may be either (i) "incentive stock options" under Section 422 of the Internal Revenue Code of 1986 or (ii) nonqualified stock options; the per share exercise price of the Common Stock subject to an incentive stock option may not be less than the fair market value of the Common Stock on the date the option is granted. The aggregate fair market value (determined as of the date the option is granted) of the Common Stock that first becomes exercisable by any employee in any one calendar year pursuant to the exercise of incentive stock options may not exceed $100,000. No person who owns, directly or indirectly, at the time of the granting of an incentive stock options to him, 10% or more of the total combined voting power of all classes of stock of the Company (a "10% Stockholder") shall be eligible to receive any incentive stock options under the Plan unless the option price is at least 110% of the fair market value of the Common Stock subject to the option, determined on the date of the grant. Incentive stock options granted under the Plan cannot be exercised more than ten years from the date of grant except that incentive stock options issued to a 10% Stockholder are limited to five year terms. The Company is party to employment agreements with four executive officers of the Company. The following sets forth their principal terms. The Company is party to an employment agreement with Craig Fishman, the Company's President and Chief Executive Officer. The agreement provides that Mr. Fishman's current base salary shall be $210,000 and is subject to annual cost of living increases, but not less than 5% per annum. Any other increases in his salary are at the discretion of the Compensation Committee. The agreement contains confidentiality and non-compete provisions, obligates the Company to provide Mr. Fishman with the use of an automobile and requires the Company to include Mr. Fishman in any benefit plans generally made available to employees. The agreement was originally scheduled to expire by its terms on June 30, 1998 but has been extended to June 30, 1999. If Mr. Fishman dies or his employment is terminated (other than for cause) during the term of the agreement, the Company is obligated to pay him an amount equal to the lesser of (x) one year's compensation and (y) the compensation due for the then remainder of the agreement (but in no event less than six months compensation). The Company is party to an employment agreement with Lawrence M. Winkler, the Company's Secretary/Treasurer and Chief Financial Officer. The agreement provides that effective July 1, 1996, Mr. Winkler's current base salary is $160,775 with subsequent salary increases at the discretion of the Compensation Committee. The agreement contains confidentiality and non-compete 9 provisions, obligates the Company to provide Mr. Winkler with the use of an automobile and requires the Company to include Mr. Winkler in any benefit plans generally made available to employees. The agreement expires by its terms on June 30, 1998. If Mr. Winkler dies or his employment is terminated (other than for cause) during the term of the agreement, the Company is obligated to pay him an amount equal to the lesser of (x) one year's compensation and (y) the compensation due for the then remainder of the agreement (but in no event less than six months compensation). The Company is currently party to an employment arrangement with Leon Fishman under which Mr. Fishman is to work Monday through Friday for 13 weeks during the six months ending December 31, 1997. His base salary is $75,000 and the Company is obligated to reimburse Mr. Fishman for travel and living expenses incurred by him in performing Company business. In addition to his base salary, Mr. Fishman is entitled to incentive-based compensation equal to 2% of the Company's consolidated total income for the second six months of 1997 (excluding non-core subsidiaries) in excess of $5,903,000. The agreement obligates the Company to provide Mr. Fishman with the use of an automobile and requires the Company to include Mr. Fishman in any benefit plans generally made available to employees. The agreement expires by its terms on December 31, 1997. Mr. Fishman is not entitled to a severance benefit upon his death or termination of employment. The Company is a party to a limited agreement with Richard A. Brasch, the Company's General Counsel. The agreement provides that if Mr. Brasch dies or his employment is terminated (other than for cause) during the term of the agreement, the Company is obligated to pay him an amount equal to six (6) months compensation. The agreement expires by its terms on June 30, 1998. OTHER TRANSACTIONS Certain members of the immediate families of Eugene Haskin and Leon Fishman, directly or through trusts, have in the past provided financing to Lifetime Options through unsecured loans with interest payable monthly at an annual interest rate of 1% over the prime rate. One percent (1%) over the prime rate was the same rate paid by Lifetime Options to its unaffiliated bank lender. Rental payments of $24,000 were received by the Company in 1996, 1995 and 1994, from Leon Fishman, the Company's current Vice Chairman and former President, for the personal use of a condominium owned by a subsidiary of the Company. In connection with the issuance in 1995 of Convertible Subordinated Notes to Scoggin Capital Management, LP and its 10 affiliates ("Scoggin"), Scoggin was given the right to nominate up to two members of the Company's Board of Directors (depending on their level of ownership of Company securities). Scoggin currently has the right to nominate two members of the Company's Board of Directors, but has waived that right for this Annual Meeting. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of its Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). Officers, directors and greater than ten percent stockholders are required by the Commission to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no reports on Form 5 were required for those persons, the Company believes that during 1996 all filing requirements applicable to its officers, directors and greater than ten percent stockholders were complied with. OTHER MATTERS At this date, there are no other matters management intends to present or has reason to believe others will present to the Annual Meeting. If other matters now unknown to management come before the Annual Meeting, the enclosed proxy shall be deemed to confer discretionary authority on the individuals named to vote the shares represented by such proxy as to any such matters. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Company has selected the firm of Deloitte & Touche LLP to serve as the independent auditors for the Company for the current fiscal year. That firm has served in this capacity for the Company since 1988. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so. 11 STOCKHOLDER PROPOSALS In order to be considered for inclusion in the Proxy Statement relating to the 1998 Annual Meeting, any proposal by a record holder of common stock must be received by the Company at its principal offices in Arlington, Virginia on or before June 1, 1998. A proponent of such a proposal must comply with the proxy rules under the Securities Exchange Act of 1934, as amended. PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. October 17, 1997 BY ORDER OF THE BOARD OF DIRECTORS Lawrence M. Winkler Secretary 12 -----END PRIVACY-ENHANCED MESSAGE-----