AUDIOVOX (R)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 1995
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Hauppauge, New York
March 24, 1995
To the Stockholders of
AUDIOVOX CORPORATION:
The Annual Meeting of Stockholders of Audiovox Corporation (the "Company")
will be held on May 10, 1995 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;
2. To approve the adoption of a CEO Bonus Plan; and,
3. 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 13, 1995 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, 1994, 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 10, 1995
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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 10, 1995
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, 1995. 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 13, 1995, there were issued and outstanding 6,777,788 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 13, 1995 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 13, 1995 will
be entitled to vote at the Meeting.
1
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 13, 1995, 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 COMMON SOLE VOTING OR PERCENT OF
NAME AND ADDRESS(1) STOCK(2) INVESTMENT POWER CLASS(3)
- ------------------------------------------------------ --------------- ---------------- ----------
John J. Shalam(3)..................................... Class A 5,249,960 58.1
150 Marcus Blvd. Class B 1,883,198 83.3
Hauppauge, NY
Philip Christopher.................................... Class A 265,154 3.0
150 Marcus Blvd. Class B 260,954 11.5
Hauppauge, NY
All directors and officers as a group (10 persons).... Class A 5,515,614 61.0
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 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) The amount shown excludes 116,802 shares of Class B Common Stock held in
three irrevocable trusts for the benefit of Marc, David and Ari Shalam, the
children of John J. Shalam, with respect to which shares Mr. Shalam
disclaims any beneficial ownership.
2
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
NOMINEES FOR ELECTION OF DIRECTORS
Each of the nominees for director named below, other than Ann M. Boutcher,
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....................... 42 1987
Irving Halevy
Industrial Relations Consultant............................................. 78 1987
CLASS B DIRECTORS
John J. Shalam
President and Chief Executive Officer....................................... 61 1987
Philip Christopher
Executive Vice President.................................................... 46 1987
Charles M. Stoehr
Senior Vice President and Chief Financial Officer........................... 48 1987
Martin Novick
Vice President.............................................................. 59 1987
Patrick M. Lavelle
Group Vice President........................................................ 43 1993
Ann M. Boutcher
Vice President, Marketing................................................... 43 --
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, 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.
Martin Novick has been a Vice President of the Company since 1979 and has
been a director since 1987. As of May 1994, Mr. Novick was appointed Vice
President of the Consumer Electronics Group which is responsible for marketing
and selling the Company's Automotive Electronic Products to the mass merchant
and national chain market.
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.
Harold Bagwell 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. Bagwell's past service.
MANAGEMENT RECOMMENDS VOTING "FOR" THE ELECTION OF TUCKER, HALEVY, SHALAM,
CHRISTOPHER, STOEHR, LAVELLE, NOVICK AND BOUTCHER 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, 1994.
PROPERTY EXPIRATION OWNER OF RENT PAID DURING
LOCATION DATE PROPERTY FISCAL YEAR 1994
- ----------------------------------- --------------------- ---------------- ----------------
150 Marcus Blvd.................... October 31, 1996 John J. Shalam $396,500
Hauppauge, NY
16808 Marquardt.................... January 31, 1996 Marquardt 175,000
Cerritos, CA Associates(1)
331-335 Sherwee Dr................. January 31, 1999 Harold Bagwell 61,000
Raleigh, NC
- ------------
(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 twice during the
fiscal year ended November 30, 1994. 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 held one meeting and acted on consent twice
during fiscal 1994, 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 1994, 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
5
Company's independent auditors and exercises all other powers normally
associated with an audit committee of a publicly held company.
Compensation Committee
The Compensation Committee, which held four meetings and acted on consent
once during fiscal 1994, 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 1994, 1993 and 1992 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
ANNUAL
COMPENSATION
--------------------
(A) (E)
- -------------------------------------------------- (B) (C) (D) ---------------
NAME AND PRINCIPAL ---- -------- -------- ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1)
- -------------------------------------------------- ---- -------- -------- ---------------
John J. Shalam, Chief Executive Officer........... 1994 $398,077 $645,920
1993 430,385 0 $ 4,306
1992 345,769 0 2,145
Philip Christopher, Executive Vice President...... 1994 150,000 695,005
1993 450,000 39,531 4,568
1992 354,700 0 2,441
Charles M. Stoehr, Senior Vice President, 238,461 288,398
Chief Financial Officer......................... 1994 250,000 71,915 3,318
1993 224,147 0 1,437
1992
Patrick Lavelle, Vice President................... 1994 125,000 218,400
1993 125,000 198,731 2,825
1992 125,000 155,275 1,894
Harold Bagwell, Vice President.................... 1994 94,200 359,635
1993 90,000 459,665 4,711
1992 90,000 184,562 1,715
- ------------
(1) Amounts shown represent actual and, for fiscal 1994, 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.
6
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES(1)
(A) (B) (C)
- ----------------------------------------------------------- ----------------- -----------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NOVEMBER 30, 1994 NOVEMBER 30, 1994
----------------- -----------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------- ----------------- -----------------
John J. Shalam............................................. -- --
Philip Christopher......................................... 0/75,000 0/0
Charles M. Stoehr.......................................... 30,000/30,000 0/0
Patrick Lavelle............................................ 5,000/5,000 0/0
Harold Bagwell............................................. 5,000/3,000 0/0
- ------------
(1) No options were exercised by the named individuals in fiscal 1994 and none
were in the money at November 30, 1994.
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 exercises the power and authority of the Board of
Directors with respect to the Compensation of the Company's employees. It
administers the Company's stock options and restricted stock plans, reviews
compensation levels of executive officers and evaluates the performance of the
Company's executive officers.
The Company's policy on executive compensation is to provide competitive
salaries based on both corporate and individual performance which will attract,
motivate and retain executives with superior abilities. The Company does not
have any employment agreements with its executive officers.
Corporate performance is evaluated in terms of the attainment of corporate
objectives measured by increased revenues from operations and increased
stockholders' equity over the prior fiscal year. The
7
Committee has taken particular note of management's success in maintaining the
Company's profitability and negotiating and consummating the public offering of
the Company's joint venture, CellStar Corporation.
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 consistent with the competitive
amounts paid to senior executives with comparable qualifications at companies
engaged in the same or similar businesses. However, certain executive officers
compensation, such as Messrs. Christopher, Lavelle and Bagwell, is closely tied
to the individual executive's success in achieving financial performance goals
within his division. The bonuses paid to Messr. Christopher, Lavelle and Bagwell
for fiscal 1994 were based on the profits achieved in each of their respective
divisions. The bonuses paid to Mr. Shalam and Mr. Stoehr for fiscal 1994 were in
recognition of their outstanding effort in negotiating and consummating the
CellStar public offering and the resultant sale of the Company's shares in
CellStar.
The Compensation 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. In light of Section
162(m) of the Internal Revenue Code, which imposes a limitation on the
deductibility of compensation paid to certain executive officers, the Committee
has adopted, subject to stockholder approval, a bonus plan for Mr. Shalam which
provides for payment of a bonus based on the pre-tax profits of the Company and
its subsidiaries. This plan, if approved by the Stockholders, would provide for
payment of a performance-based bonus to Mr. Shalam commencing with the fiscal
year ending November 30, 1995.
IRVING HALEVY
GORDON TUCKER
8
COMPARISON OF 5-YEAR CUMULATIVE TOTAL
RETURN OF COMPANY, PEER GROUP AND
BROAD MARKET
The following graph illustrates a five year comparison of cumulative
shareholder return among the Company, the American Stock Exchange Index (AMEX
Market Index) and the Standard Industrial Code Electrical Goods Group (SIC Code
Index).
1989 1990 1991 1992 1993 1994
AUDIOVOX CORP. $100.00 $45.45 $54.55 $209.09 $631.82 $259.09
AMEX MARKET INDEX $100.00 $87.94 $116.27 $162.55 $178.77 $172.17
SIC CODE INDEX $100.00 $85.44 $100.27 $107.90 $124.51 $118.51
The annual changes for the five year period are based on the assumption that
$100 had been invested on December 1, 1989, and that all quarterly dividends
were reinvested. The total cumulative dollar returns shown on the graph
represent the value that such investments would have had on November 30, 1994.
9
PROPOSAL TO APPROVE THE CEO BONUS PLAN
(Item 2 on Proxy Card)
The Compensation Committee of the Board of Directors has adopted a
performance based compensation plan for the Company's Chief Executive Officer
which provides for payment of a bonus to him at the end of each fiscal year,
commencing with the fiscal year ending November 30, 1995 (the "CEO Bonus Plan").
The CEO Bonus Plan is a performance based compensation plan designed to meet the
requirements for an exception from the limitations of Section 162(m) of the
Internal Revenue Code ["Sec.162(m)], which limits the corporate Federal income
tax deduction that would otherwise be available for compensation paid by the
Company to certain executive officers, including the Chief Executive Officer, in
certain circumstances. The CEO Bonus Plan is now being presented to the
stockholders for approval.
ADMINISTRATION OF THE PLAN
The CEO Bonus Plan is administered by the Compensation Committee of the
Board of Directors (the "Committee") which is composed entirely of non-employee
outside directors of the Company who meet the qualification requirements of
Sec.162(m). The Committee has established, prior to the commencement of the
fiscal year ended November 30, 1995 a performance goal under the CEO Bonus Plan.
The Committee reserves the right to terminate the CEO Bonus Plan at any time or
to amend it subject to the requirements of Sec.162(m) and retains the discretion
to reduce any payment under the plan even if the performance goal is met.
ELIGIBILITY
Participation in the CEO Bonus Plan is limited to Mr. John J. Shalam, the
Chief Executive Officer of the Company.
DETERMINATION OF BONUS
The Chief Executive Officer will be eligible for an annual cash bonus equal
to three (3%) percent of the Company's and its subsidiaries' annual pre-tax
profits. For purposes of this plan, pre-tax profits shall mean the Company's and
its subsidiaries' net profit before extraordinary items, other non-recurring
transactions and income taxes of the Company for each fiscal year determined in
accordance with generally accepted accounting principles.
The Board of Directors believes that it is in the best interest of the
Company and its shareholders to preserve the tax deductibility, under
Sec.162(m), of certain compensation paid to the Company's Chief Executive
Officer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE
COMPANY'S CEO BONUS PLAN.
10
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, 1995. 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 matters to be presented for action at the
meeting other than as set forth in Items 1 and 2 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, 1996, must be received
by the Secretary of the Company not later than November 29, 1995 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 10, 1995, 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 1994 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 24, 1995
11
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 10, 1995 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, Martin J. Novick, Ann M. Boutcher
*(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. Proposal to Approve the CEO Bonus Plan
/ / FOR / / AGAINST / / ABSTAIN
3. 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
PROPOSALS. 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 24, 1995 AND A COPY
OF THE ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30, 1994.
SHARES DESIGNATED BELOW ARE CLASS A COMMON STOCK UNLESS OTHERWISE INDICATED.
Dated , 1995
......................(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.
