[AUDIOVOX LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 1996
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Hauppauge, New York
March 25, 1996
To the Stockholders of
AUDIOVOX CORPORATION:
The Annual Meeting of Stockholders of Audiovox Corporation (the "Company")
will be held on May 9, 1996 at the Company's headquarters, 150 Marcus Boulevard,
Hauppauge, New York, at 10 A.M., Local Time, for the following purposes:
1. To elect a Board of eight Directors; and,
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 1996 as
the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournments thereof. The stock transfer books of the
Company will not be closed.
A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder, will be kept
open at the offices of the Company's headquarters, for examination by any
stockholder during ordinary business hours for a period of ten (10) days
immediately prior to the meeting.
You are urged to attend the meeting if possible. Whether or not you expect
to attend the meeting please complete, date and sign the enclosed Proxy Card and
return it promptly in the enclosed envelope. If you later desire to revoke your
proxy, you may do so at any time before it is voted.
A copy of the Annual Report for the year ended November 30, 1995, a Proxy
Statement and Proxy Card accompany this notice.
AUDIOVOX CORPORATION
By order of the Board of Directors,
CHRIS LIS JOHNSON,
Secretary
AUDIOVOX CORPORATION
150 MARCUS BOULEVARD
HAUPPAUGE, NEW YORK 11788
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1996
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SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is submitted in connection with a solicitation of
proxies by the Board of Directors of Audiovox Corporation, (the "Company"), for
use at the Company's Annual Meeting of Stockholders to be held on May 9, 1996 at
the Company's headquarters, 150 Marcus Boulevard, Hauppauge, New York at 10:00
A.M. Local Time and at any adjournments thereof. Proxies given pursuant to this
solicitation may be revoked at any time prior to the voting thereof (by written
notice to the Secretary of the Company or attendance at the Annual Meeting of
Stockholders and oral notice to the Secretary of such revocation); once voted,
however, proxies may not be retroactively revoked. Duly executed proxies
received prior to the meeting will be voted in accordance with the
specifications therein. This Proxy Statement and form of proxy are being mailed
to stockholders beginning approximately March 29, 1996. The cost of preparing,
assembling and mailing this Proxy Statement and each accompanying proxy is to be
borne by the Company. The Company may, upon request, reimburse banks, brokerage
houses and other institutions for their expenses in forwarding proxy materials
to their principals.
OUTSTANDING VOTING SECURITIES
The Company has two classes of capital stock outstanding: Class A Common
Stock, par value $.01 per share and Class B Common Stock, par value $.01 per
share. As of March 15, 1996, there were issued and outstanding 6,983,834 shares
of Class A Common Stock and 2,260,954 shares of Class B Common Stock. Proxies
are solicited to give all stockholders of record on the books of the Company at
the close of business on March 15, 1996 an opportunity to vote on matters that
come before the meeting. Each share of Class A Common Stock is entitled to one
vote and each share of Class B Common Stock is entitled to ten votes. The
holders of the Class A Common Stock are entitled to vote for the election of two
of eight directors and for all other matters properly presented to the meeting.
The holders of the Class B Common Stock are entitled to vote for the election of
six of eight directors and for all other matters properly presented to the
meeting.
RECORD DATE
Only stockholders of record at the close of business on March 15, 1996 will
be entitled to vote at the Meeting.
1
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 15, 1996, certain information
with respect to the beneficial ownership of any Class of Common Stock by all
stockholders known by the Company to own beneficially more than five percent
(5%) of the outstanding shares of any Class of Common Stock, each director,
nominee for director, each executive officer and all directors and executive
officers of the Company as a group:
TITLE OF
CLASS OF SOLE VOTING OR PERCENT OF
NAME AND ADDRESS(1) COMMON STOCK INVESTMENT POWER(2) CLASS(3)(5)
------------------- ------------ ------------------- -----------
John J. Shalam..................................... Class A 5,242,565(4) 56.4
150 Marcus Blvd. Class B 1,883,198 83.3
Hauppauge, NY
Philip Christopher................................. Class A 265,154 2.9
150 Marcus Blvd. Class B 260,954 11.5
Hauppauge, NY
All directors and officers as a group (9 persons).. Class A 5,566,219(5) 59.8
Class B 2,144,152 94.8
- - - ------------
(1) Cede & Co., nominee of Depository Trust Co., 55 Water Street, New York, New
York 10041, was the record owner of 3,046,490 shares of Class A Common Stock
and it is believed that none of such shares was beneficially owned.
(2) Includes as beneficially owned for each person listed those shares of Class
A Common Stock into which Class B Common Stock beneficially owned by such
person may be converted upon the exercise of the conversion right of the
Class B Common Stock.
(3) Does not give effect to the issuance of 3,672,316 shares of Class A Common
Stock issuable upon conversion of the Company's 6 1/4% Convertible
Debentures due 2001 (the "Debentures"). The number of shares issuable upon
conversion of the Debentures is subject to adjustment in accordance with the
terms of the Indenture. See Note 10 to Consolidated Financial Statements in
the Annual Report to Shareholders.
(4) The amount shown excludes 116,802 shares of Class B Common Stock and 2,202
shares of Class A Common Stock held in three irrevocable trusts for the
benefit of Ari, David and Marc Shalam, the children of John J. Shalam, with
respect to which shares Mr. Shalam disclaims any beneficial ownership.
(5) Includes 58,500 shares of Class A Common Stock issuable upon the exercise of
options exercisable within 60 days of March 15, 1996.
2
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
NOMINEES FOR ELECTION OF DIRECTORS
Each of the nominees for director named below, other than Richard Maddia,
has served as a member of the present Board of Directors since the last meeting
of stockholders and each has served continuously since the year indicated. The
directors will hold office until the next annual meeting of stockholders and
until their successors are elected and qualified.
If any nominee becomes unable or unwilling to accept nomination or election,
the proxies will be voted for another person, designated by the Board of
Directors. Management has no reason to believe that any of said nominees will be
unable or unwilling to serve if elected to office.
The following persons have been nominated and are proposed to be elected:
DIRECTOR
NAME AND PRINCIPAL OCCUPATION AGE SINCE
----------------------------- --- --------
CLASS A DIRECTORS
Gordon Tucker
Rabbi, Temple Israel Center of White Plains, New York....................... 44 1987
Irving Halevy
Industrial Relations Consultant............................................. 79 1987
CLASS B DIRECTORS
John J. Shalam
President and Chief Executive Officer....................................... 62 1987
Philip Christopher
Executive Vice President.................................................... 47 1987
Charles M. Stoehr
Senior Vice President and Chief Financial Officer........................... 49 1987
Patrick M. Lavelle
Group Vice President........................................................ 44 1993
Ann M. Boutcher
Vice President, Marketing................................................... 45 1995
Richard Maddia
Vice President, MIS......................................................... 37 --
Gordon Tucker has served as a director of the Company since 1987. Since
August 1994, Dr. Tucker has been Rabbi of Temple Israel Center of White Plains,
New York, and since 1979, has also been an Assistant Professor of Philosophy at
the Jewish Theological Seminary of America. From 1984 through 1992, he was also
Dean of the Rabbinical School at the Seminary.
Irving Halevy has served as a director of the Company since 1987. Mr. Halevy
is a retired professor of Industrial Relations and Management at Fairleigh
Dickinson University where he taught from 1952 to 1986. He also is a panel
member of the Federal Mediation and Conciliation Service.
John J. Shalam has served as President and Chief Executive Officer and a
Director of the Company since 1987. Mr. Shalam also serves as president and a
director of most of the Company's operating subsidiaries. From 1960 to 1987, Mr.
Shalam was President and a Director of the Company's predecessor, Audiovox Corp.
3
Philip Christopher, Executive Vice President of the Company, has been with
the Company since 1970 and has held his current position since 1983. Prior
thereto he was Senior Vice President of the Company. Mr. Christopher has
additional responsibility for the Company's cellular division, Audiovox Cellular
Communications Co. He has been a director of the Company since 1987 and from
1973 through 1987 was a director of the Company's predecessor, Audiovox Corp.
Charles M. Stoehr has been Chief Financial Officer since 1979 and was
elected Senior Vice President in 1990. Mr. Stoehr has been a director of the
Company since 1987. From 1979 through 1990, Mr. Stoehr was a Vice President of
the Company.
Patrick M. Lavelle has been a Vice President of the Company since 1982. In
1994, Mr. Lavelle was appointed Group Vice President of the Company's Automotive
Electronics Division with responsibility for marketing and selling the Auto
Sound, Auto Security and Accessory product lines. Mr. Lavelle was elected to the
Board of Directors in 1993.
Ann M. Boutcher has been a Vice President of the Company since 1984. Ms.
Boutcher's responsibilities include the development and implementation of the
Company's advertising, sales promotion and public relations programs. Ms.
Boutcher was elected to the Board of Directors in 1995.
Richard Maddia has been a Vice President of the Company since 1992. Prior
thereto, Mr. Maddia was Assistant Vice President, MIS. Mr. Maddia's
responsibilities include development and maintenance of the Company's
information systems.
Martin Novick has elected not to stand for re-election to the Board of
Directors at the annual meeting of Stockholders. Mr. Shalam and the Board of
Directors have expressed their appreciation of Mr. Novick's past service.
MANAGEMENT RECOMMENDS VOTING "FOR" THE ELECTION OF TUCKER, HALEVY, SHALAM,
CHRISTOPHER, STOEHR, LAVELLE, BOUTCHER AND MADDIA AS DIRECTORS. UNLESS OTHERWISE
DIRECTED BY A SHAREHOLDER, PROXIES WILL BE VOTED "FOR" THE ELECTION OF SUCH
NOMINEES.
4
RECENT HISTORY AND CERTAIN TRANSACTIONS
The Company leases or has leased certain of its office, warehouse and
distribution facilities from certain executive officers of the Company or from
entities in which such individuals own a controlling interest. The following
table identifies leases to which any such executive officer or entity is a party
and which, either alone or when combined with all other leases in which such
executive officer has an interest, involve more than $60,000. The table
identifies the property which is subject to such lease, the owner of such
property, and the amount of rent paid by the Company during the fiscal year
ended November 30, 1995.
PROPERTY EXPIRATION OWNER OF RENT PAID DURING
LOCATION DATE PROPERTY FISCAL YEAR 1995
-------- ---------- -------- ----------------
150 Marcus Blvd.................... October 31, 1996 John J. Shalam $396,000
Hauppauge, NY
16808 Marquardt.................... January 31, 1999 Marquardt 175,020
Cerritos, CA Associates(1)
60 Plant Avenue.................... Month to Month John J. Shalam 29,875
Hauppauge, NY
- - - ------------
(1) Marquardt Associates is a California partnership comprised of four
individuals including John J. Shalam, who owns 60% of the partnership,
Philip Christopher, who owns 10%, James Wohlberg who owns 5%, and John J.
Shalam's brother-in-law who owns 25%.
The Company believes that the terms of each of the foregoing leases are no
less favorable to the Company than those which could have been obtained from
unaffiliated third parties. To the extent that conflicts of interest arise
between the Company and such persons in the future, such conflicts will be
resolved by a committee of independent directors.
THE BOARD OF DIRECTORS AND COMMITTEES
Board of Directors
The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee but does not have a standing nominating committee. The
Board of Directors held nine meetings and acted on consent three times during
the fiscal year ended November 30, 1995. All incumbent directors attended 75% or
more of the aggregate number of Board and related committee meetings during the
year.
Executive Committee
The Executive Committee which did not hold any meetings during fiscal 1995,
consists of five members, namely, John J. Shalam, Philip Christopher, Charles M.
Stoehr, Gordon Tucker and Irving Halevy. The primary function of the Executive
Committee is to act upon matters when the Board is not in session. The Committee
has full power and authority of the Board in the management and conduct of the
business and affairs of the Company.
Audit Committee
The Audit Committee, which held one meeting in fiscal 1995, consists of two
members, namely Mr. Gordon Tucker and Mr. Irving Halevy. The Audit Committee
reviews and approves the accounting principles and policies of the Company and
the appropriate internal control procedures, supervises the Company's
independent auditors and exercises all other powers normally associated with an
audit committee of a publicly held company.
5
Compensation Committee
The Compensation Committee, which held two meetings during fiscal 1995,
consists of two members, namely, Messrs. Halevy and Tucker. The Compensation
Committee recommends to the Board of Directors remuneration arrangements for
senior management and the directors, approves and administers other compensation
plans, including the profit sharing plan of the Company, in which officers,
directors and employees participate.
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth a summary for the 1995, 1994 and 1993 fiscal
years of all compensation paid to the Chief Executive Officer and the four most
highly compensated executive officers whose individual compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS
ANNUAL
COMPENSATION --------------------------------
NAME AND -------------------- RESTRICTED SECURITIES ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS STOCK($)(1) UNDERLYING OPTIONS COMPENSATION(2)
- - - ---------------------- ---- -------- -------- ---------- ------------------ ---------------
John J. Shalam,
President and CEO... 1995 $450,000 $ 68,891(3) -- 175,000 $ 3,593
1994 398,077 645,920 -- -- 2,900
1993 430,385 -- -- -- 4,306
Philip Christopher,
Executive Vice
President........... 1995 450,000 67,552(4) $ 65,000 30,000 2,070
1994 450,000 395,005 171,875 75,000 2,905
1993 450,000 39,531 -- -- 4,568
Charles M. Stoehr,
Senior Vice
President and CFO... 1995 302,610(5) -- 16,250 7,500 2,749
1994 238,461 288,398 255,000 30,000 3,364
1993 250,000 71,915 -- -- 3,318
Martin Novick,
Vice President...... 1995 240,000 126,010(4) -- 2,000 2,053
1994 60,000 245,000 17,000 5,000 2,204
1993 60,000 152,519 -- -- 820
Patrick M. Lavelle,
Senior Vice
President........... 1995 200,000 153,201(6) 48,750 17,500 3,262
1994 125,000 218,400 34,000 5,000 3,364
1993 125,000 198,731 -- -- 2,825
- - - ------------
(1) The values reported are based on the closing market price of the Company's
Class A Common Stock on the date of grant. The value of all Restricted Stock
grants, based on the value of the company's shares at November 30, 1995,
were as follows: Philip Christopher, $227,500, Charles M. Stoehr, $113,750,
Martin Novick, $13,000; and, Patrick M. Lavelle, $61,750. The shares of
Restricted Stock may vest dependent upon the achievement of a rolling three
year earnings per share goal and/or continued employment with the Company.
Shares of Restricted Stock are entitled to receive dividends.
(Footnotes continued on following page)
6
(Footnotes continued from preceding page)
(2) Amounts shown represent actual, and for fiscal 1995, estimated contributions
by the Company to the Audiovox Corporation Profit Sharing and 401(K) Plan
allocated or to be allocated to the accounts of the respective officers for
the fiscal years indicated.
(3) This represents $16,968 of bonus and $51,923 of salary earned in fiscal 1994
and paid in fiscal 1995.
(4) This amount represents bonus earned in fiscal 1994 and paid in fiscal 1995.
(5) This represents $11,539 of salary which was earned in fiscal 1994 and paid
in fiscal 1995.
(6) This represents a $68,201 bonus earned in fiscal 1994 and paid in fiscal
1995 and a $45,000 bonus earned and paid in fiscal 1995 and a $40,000 bonus
earned in fiscal 1995 and paid in fiscal 1996.
OPTION GRANTS IN LAST FISCAL YEAR (1995)
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE OR APPRECIATION FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED FISCAL YEAR $/SHARES DATE 0%($) 5%($) 10%($)
- - - ------------------ ---------- ------------ ----------- ---------- -------- ---------- ----------
John J. Shalam.... 175,000 62.72 $ 5.88 8/09/05 -- $1,676,133 $2,668,961
Philip
Christopher....... 30,000 10.75 5.88 8/09/05 -- 287,337 457,536
Charles M.
Stoehr............ 7,500 2.69 5.88 8/09/05 -- 71,834 114,384
Martin Novick..... 2,000 (2) 5.88 8/09/05 -- 19,156 30,502
Patrick M.
Lavelle........... 17,500 6.27 5.88 8/09/05 -- 167,613 266,896
- - - ------------
(1) These values are based on the closing market price of the Company's Class A
Common Stock on the date of grant. All options reported have a ten-year
term. Amounts shown represent hypothetical future values at such term based
upon hypothetical price appreciation of Audiovox Class A Common Stock and
may not necessarily be realized. Actual values which may be realized, if
any, upon exercise of such options, will be based upon the market price of
Audiovox Class A Common Stock at the time of any such exercise and thus are
dependent upon the future performance of Audiovox Class A Common Stock.
(2) Less than one percent of total options granted to employees.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES(1)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NOVEMBER 30, 1995 NOVEMBER 30, 1995
----------------- -----------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
---- ----------------- -----------------
John J. Shalam............................................. 0/175,000 $0/$108,500
Philip Christopher......................................... 0/105,000 0/18,600
Charles M. Stoehr.......................................... 30,000/37,500 0/4,650
Martin Novick.............................................. 15,000/7,000 0/1,240
Patrick M. Lavelle......................................... 5,000/22,500 0/10,850
- - - ------------
(1) No options were exercised by the named individuals in fiscal 1995.
7
COMPENSATION OF DIRECTORS
For their service, members of the Board of Directors who are not salaried
employees of the Company receive an annual retainer of $10,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently is composed of two outside directors,
Gordon Tucker and Irving Halevy.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
TO: THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors, which consists
entirely of independent outside directors, has furnished the following report on
executive compensation.
The Compensation Committee is responsible for establishing compensation
programs for executive officers of the Company that will attract, motivate and
retain executives with superior abilities. The Committee also administers the
Company's stock options and restricted stock plans, reviews compensation levels
and evaluates the performance of the Company's executive officers.
The Committee's philosophy is to provide compensation programs based on both
an individual's responsibilities, achievements and performance as well as the
Company's overall performance. The Company does not have any employment
agreements with its executive officers.
An executive officer's individual performance is based upon the performance
of each executive officer and the division for which he is responsible. Base
salaries for the Company's executive officers are fixed at levels commensurate
with the competitive amounts paid to senior executives with comparable
qualifications at companies engaged in the same or similar businesses. Certain
executive officers' bonuses, such as Messrs. Christopher, Novick and Lavelle,
are closely tied to the individual executive's success in achieving financial
performance goals within his division. The bonus earned and paid to Mr. Lavelle
was based on the profit achieved in his division for fiscal 1995. None of the
other named executive officers earned a bonus in fiscal 1995.
The Company's performance is evaluated in terms of the attainment of
corporate objectives, both short-term and long-term, which impact the growth and
economic stability of the Company.
The Committee has fixed the base salary of the Chief Executive Officer based
on competitive compensation data, the Committee's assessment of Mr. Shalam's
past performance and its expectation as to his future contributions in guiding
and directing the Company and its business. Mr. Shalam did not earn a bonus in
fiscal 1995.
The Committee also provides incentives to the Company's executive officers
and its Chief Executive Officer through the grant of stock options and award of
restricted stock which are tied to the long-term performance of the Company. The
Committee provides these incentives in order to link the individual executive
officers interests to those of the Company's shareholders.
IRVING HALEVY
GORDON TUCKER
8
COMPARISON OF 5-YEAR CUMULATIVE TOTAL
RETURN OF COMPANY, PEER GROUP AND
BROAD MARKET
[GRAPH]
Dollars
1,400 ----------------------------------------------
1,200 -
1,000 -
800 -
600 -
400 -
200 -
0------------------------------------------------
1990 1991 1992 1993 1994 1995
1990 1991 1992 1993 1994 1995
---- ------ ------ -------- ------ ------
Audiovox Corp............................. 100 120.00 460.00 1,390.00 570.00 520.00
Industry Index............................ 100 132.21 184.84 203.29 195.79 237.46
Broad Market.............................. 100 117.37 126.29 145.73 138.71 174.29
9
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board has again appointed the firm of KPMG Peat Marwick LLP as
independent auditors for the fiscal year ending November 30, 1996. A
representative of KPMG Peat Marwick LLP will be present at the Annual Meeting of
Stockholders to respond to appropriate questions from stockholders and will have
the opportunity to make a statement if he so desires.
OTHER MATTERS
Management does not know of any matter to be presented for action at the
meeting other than as set forth in Item 1 of the Notice of Annual Meeting.
However, if any other matters come before the meeting, it is intended that the
holders of the proxies will vote thereon in their discretion.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next Annual
Meeting of stockholders currently scheduled for May 10, 1997, must be received
by the Secretary of the Company not later than November 30, 1996 for inclusion
in the proxy statement. The proposals must comply with all applicable statutes
and regulations.
REQUEST TO VOTE, SIGN AND RETURN PROXIES
If you do not intend to be present at the Annual Meeting of Stockholders on
May 9, 1996, please vote, date and sign the enclosed proxy, and return it in the
accompanying envelope, at your earliest convenience.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1995 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE REQUIRED FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, WILL BE FURNISHED WITHOUT CHARGE,
BY FIRST CLASS MAIL, UPON THE WRITTEN OR ORAL REQUEST OF ANY STOCKHOLDER,
INCLUDING ANY BENEFICIAL OWNER, ENTITLED TO VOTE AT THE MEETING. ANY SUCH
REQUEST SHOULD BE DIRECTED TO THE ATTENTION OF CHRIS LIS JOHNSON, THE COMPANY'S
SECRETARY, 150 MARCUS BOULEVARD, HAUPPAUGE, NEW YORK 11788, TELEPHONE: (516)
231-7750.
BY ORDER OF THE BOARD OF DIRECTORS
CHRIS LIS JOHNSON
Secretary
Audiovox Corporation
Hauppauge, New York
March 25, 1996
10
AUDIOVOX CORPORATION (THE "COMPANY")
PROXY FOR CLASS A COMMON STOCK AND CLASS B COMMON STOCK
The undersigned appoints each of PHILIP CHRISTOPHER and CHARLES M. STOEHR
proxies with power of substitution to vote for the undersigned at the Annual
Meeting of Stockholders at the Company's headquarters, 150 Marcus Boulevard,
Hauppauge, New York, on Thursday, May 9, 1996 at 10:00 A.M., and at any
adjournment, granting power and authority to act on behalf of the undersigned at
said meeting or any adjournment.
1. Election of Directors. To elect Directors as set forth in the Proxy
Statement.
Class A Stockholders:
Gordon Tucker Irving Halevy
Class B Stockholders:
John J. Shalam, Philip Christopher, Charles M. Stoehr
Patrick M. Lavelle, Ann M. Boutcher, Richard Maddia
*(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, LINE
OUT THAT NOMINEE'S NAME ABOVE.)
/ / FOR all nominees listed above. / / WITHOLD authority to vote for all
nominees listed above.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IF NO
INSTRUCTION IS INDICATED, THE UNDERSIGNED'S VOTE WILL BE CAST IN FAVOR OF THE
PROPOSAL. A MAJORITY OF THE PROXIES PRESENT AND ACTING AT THE MEETING IN PERSON
OR BY SUBSTITUTE (OR IF ONLY ONE SHALL BE SO PRESENT, THEN THAT ONE) SHALL HAVE
AND MAY EXERCISE ALL OF THE POWER AND AUTHORITY OF SAID PROXIES HEREUNDER. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN AND ACKNOWLEDGES RECEIPT
OF NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED MARCH 25, 1996 AND A COPY
OF THE ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30, 1995.
SHARES DESIGNATED BELOW ARE CLASS A COMMON STOCK UNLESS OTHERWISE INDICATED.
Dated , 1996
......................
(L.S.)
......................
(L.S.)
SIGNATURE(S) OF
STOCKHOLDER(S)
NOTE: WHEN SIGNING AS
EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN, ETC.
PLEASE ADD FULL TITLE.
(SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.)
THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS.
