Butler National Corp – ‘DEFS14A’ for 12/4/98

As of:  Tuesday, 12/22/98   ·   For:  12/4/98   ·   Accession #:  15847-98-38   ·   File #:  0-01678

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     10±    47K 
                          Meeting                                                
 2: EX-1        Underwriting Agreement                                 2±     7K 

DEFS14A   —   Definitive Proxy Solicitation Material — Special Meeting

DEFS14A
1st “Page” of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
BUTLER NATIONAL CORPORATION   
19920 West 161st Street   
Olathe, Kansas 66062    
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS   
TO BE HELD ON JANUARY 4, 1999     

TO ALL STOCKHOLDERS:                                                            

     You are cordially invited to attend the Special Meeting of Stockholders
of Butler National Corporation (the ACompany@) to be held on January 4, 1999,   
at 10:00 a.m., Kansas City Time, at the offices of the Company at 19920 West    
161st Street, Olathe, Kansas  66062, for the following purposes:                

   (1)  To approve a proposed amendment to Article FOURTH of the Company's
Certificate of Incorporation (the form of which is attached hereto as Exhibit   
A) to effect a one-for-ten reverse stock split (the "Reverse Stock Split") of   
the Company's Common Stock, par value $.01 per share (the "Common Stock") as a  
result of which holders of the Common Stock will receive one share of Common    
Stock for each ten shares of Common Stock owned on the effective date of the    
Reverse Stock Split; and                                                        

(2)  To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.                             

  Holders of record of the Common Stock as of the close of business on
December 15, 1998 will be entitled to notice of and to vote at the Special      
Meeting and any adjournment or postponement thereof.  A list of stockholders    
entitled to vote at the Special Meeting will be kept at the Company's offices   
at 19920 West 161st Street, Olathe, Kansas 66062 for a period of ten days       
prior to the Special Meeting and will be available at the Special Meeting.      

                                    BY ORDER OF THE BOARD OF DIRECTORS

                      William A. Griffith,
           Secretary
Olathe, Kansas                                                                  
Dated:     December 4, 1998                                                     

IMPORTANT --- YOUR PROXY AND A RETURN ENVELOPE ARE ENCLOSED   

   You are urged to sign, date and mail your proxy even though you may
plan to attend the Special Meeting.  No postage is required if your proxy is    
mailed in the United States in the enclosed return envelope.  If you attend     
the Special Meeting, you may vote by proxy or you may withdraw your proxy and   
vote in person.  By returning your proxy promptly, a quorum will be assured at  
the Special Meeting, which will prevent costly follow-up and delays.            

BUTLER NATIONAL CORPORATION 
19920 West 161st Street 
Olathe, Kansas  66062 

SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD January 4, 1999  

PROXY STATEMENT 

The proposals in the accompanying form of proxy (the "Proxy") are         
solicited by the Board of Directors of Butler National Corporation (the         
"Company") for use at its Special Meeting of Stockholders (the "Special         
Meeting") to be held on Monday, January 4, 1999, at 10:00 a.m., Kansas City     
Time, at the offices of the Company at 19920 West 161st Street, Olathe, Kansas  
66062, and any adjournment or postponement thereof.  This Proxy Statement is    
being mailed or given to stockholders on or about December 22, 1998.            

Proxies.  Shares represented by a duly executed Proxy received prior to   
the Special Meeting will be voted at the Special Meeting.  If a stockholder     
specifies a choice on the Proxy with respect to any matter to be acted upon,    
the shares will be voted in accordance with the choices specified in the Proxy  
with respect to the proposals described in this Proxy Statement.  If no choice  
is specified, the shares represented by the Proxy will be voted in favor of     
the proposals set forth in this Proxy Statement.  None of the proposals are     
related to or conditioned on the approval of any other proposal.  Any person    
giving a Proxy has the power to revoke it at any time before it is exercised    
by giving written notice to the Secretary of the Company at any time prior to   
the voting of the shares represented by the Proxy.                              

Other Matters.  Management of the Company does not intend to present      
any matter to the Special Meeting except as indicated herein, and presently     
knows of no other matter to be presented at the Special Meeting.  Should any    
other matters properly come before the Special Meeting, the persons named in    
the accompanying form of Proxy will vote the Proxy in accordance with their     
judgment of the best interests of the Company on such matters.                  

DEFS14A
2nd “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Solicitation and Expense.  The Company will bear all the costs of         
solicitation of Proxies and preparing, assembling, printing and mailing the     
Proxy Statement, the Proxy and additional materials which may be furnished to   
stockholders.  In addition to the use of the mails, Proxies may be solicited    
by personal contact, telephone or telegraph by regular employees of the         
Company, and the Company will reimburse brokers, custodians, fiduciaries or     
other persons for their reasonable expenses in sending proxy solicitation       
material to beneficial owners of shares.                                        

Voting.  Only stockholders of record of the Company's common stock,       
$.01 par value (the "Common Stock") at the close of business on December 15,    
1999 (the "Record Date") will be entitled to notice of, and to vote at, the     
Special Meeting.  On the Record Date, the Company had 12,555,746 shares of      
Common Stock outstanding and entitled to vote at the Special Meeting.  Each     
holder of Common Stock is entitled to one vote per share on each matter to      
properly come before the Special Meeting.                                       

The Bylaws of the Company require that thirty-five percent (35%) of the   
votes of the shares of Common Stock issued, outstanding and entitled to vote    
at the Special Meeting be present in person or represented by Proxy at the      
Special Meeting in order to constitute a quorum for the transaction of          
business.  Provided a quorum is present, the affirmative vote of a majority of  
the shares of Common Stock entitled to vote on the subject matter is required   
for the approval of the amendment to the Company=s Certificate of               
Incorporation.  Stockholders do not have any dissenters' rights of appraisal    
in connection with the matters to be voted upon.  Votes that are cast against   
the proposal and abstentions are counted for purposes of determining the        
presence or absence of a quorum for the transaction of business at the Special  
Meeting.  Broker non-votes (i.e., a proxy card returned by a holder on behalf   
of its beneficial owner that is not voted on a particular matter because        
voting instructions have not been received and the broker has no discretionary  
authority to vote) will be counted for purposes of determining the presence or  
absence of a quorum but will not be counted for purposes of determining the     
number of votes cast with respect to a particular proposal for which            
authorization to vote was withheld.                                             

The Company.  The Company=s principal executive office is located at      
19920 West 161st Street, Olathe, Kansas 66062 and its telephone number is       
(913) 780-9595.                                                                 

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS          
AND MANAGEMENT          

The following table sets forth the beneficial ownership of the            
Company's voting securities (the "Common Stock") as of December 15, 1998 by     
each person and group known to the Company to be the beneficial owner of more   
than 5% of its Common Stock.                                                    

Name and Address of                                                             
Beneficial Owner:                                                               

Clark D. Stewart                                                                
19920 West 161st Street                                                         
Olathe, KS  66062                                                               

Amount and Nature of Beneficial Ownership(1):                                   

2,158,920(2)                                                                    

Percent of Class:                                                               

10.5%                                                                           

(1)     Unless otherwise indicated by footnote, nature of beneficial ownership  
of securities is direct and beneficial ownership as shown in the table arises   
from sole voting power and sole investment power.                               

(2)     Includes 1,320,000 shares which may be acquired by Mr. Stewart          
pursuant to the exercise of stock options which are exercisable.                

  The following table sets forth, with respect to the Company=s voting
securities (Common Stock) as of December 15, 1998, (i) shares beneficially      
owned by all directors (current and nominee) and named executive officers of    
the Company, and (ii) total shares beneficially owned by all executive          
officers and directors as a group.                                              

Name of Beneficial Owner   Amount and Nature of Beneficial   Percent of Class   
        Ownership(1)

Larry B. Franke                        220,600(2)                   1.1%        
William A. Griffith                    199,000(3)                   1.0%        
David B. Hayden                        222,500(4)                   1.1%        
William E. Logan                       910,000(5)                   4.4%        
Clark D. Stewart                     2,158,920(6)                  10.5%        
R. Warren Wagoner                      535,000(7)                   2.6%        

All Directors and Executive                                                     
Officers as a Group (12 persons)    4,929,482(8)                  23.9%       

(1)     Unless otherwise indicated by footnote, nature of beneficial ownership  
of securities is direct and beneficial ownership as shown in the table arises   
from sole voting power and sole investment power.                               

(2)     Includes 220,600 shares which may be acquired by Mr. Franke pursuant    
to the exercise of stock options which are exercisable.                         

(3)     Includes 142,000 shares which may be acquired by Mr. Griffith pursuant  
to the exercise of stock options which are exercisable.                         

(4)     Includes 200,000 shares which may be acquired by Mr. Hayden pursuant    
to the exercise of stock options which are exercisable.                         

DEFS14A
3rd “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
(5)     Includes 860,000 shares which may be acquired by Mr. Logan pursuant     
to the exercise of stock options which are exercisable.                         

(6)     Includes 1,320,000 shares which may be acquired by Mr. Stewart          
pursuant to the exercise of stock options which are exercisable.                

(7)     Includes 435,000 shares which may be acquired by Mr. Wagoner pursuant   
to the exercise of stock options which are exercisable.                         

Includes 3,834,700 shares for all Directors and Executive Officers as a       
group, which may be acquired pursuant to the exercise of stock options which    
are exercisable.                                                                

PROPOSAL TO AMEND THE COMPANY'S ARTICLE OF INCORPORATION  
TO EFFECT A ONE-FOR-TEN REVERSE STOCK SPLIT   

General                                                                         

The Board of Directors of the Company has approved a proposal (the
"Reverse Stock Split Proposal") to amend the Company=s Certificate of Incorporat
ion to effect a one-for-ten reverse stock split of the Company's outstanding    
Common Stock, each share having a par value of one cent (the "Common Stock"),   
subject to the approval by the stockholders of the Company.  The Reverse Stock  
Split Proposal provides for the combination and reclassification of the         
presently issued and outstanding shares of Common Stock, into a small number    
of shares of identical Common Stock, on the basis of one share of Common Stock  
for each ten shares of Common Stock previously issued and outstanding (the      
"Reverse Stock Split").  Each stockholder will hold the same percentage of      
Common Stock outstanding immediately following the Reverse Stock Split as each  
stockholder did immediately prior to the Reverse Stock Split.  If approved by   
the stockholders of the Company as provided herein, the Reverse Stock Split     
will be effected by an amendment of the Company=s Certificate of Incorporation  
in substantially the form attached to this Proxy Statement as Appendix A (the   
"Reverse Stock Split Amendment"), and will become effective upon the filing of  
the Reverse Stock Split Amendment with the Secretary of State of Delaware (the  
"Effective Time").  The following discussion is qualified in its entirety by    
the full text of the Reverse Stock Split Amendment, which is incorporated by    
reference herein.  At the Effective Time, each share of Common Stock issued     
and outstanding will automatically be reclassified and converted into           
one-tenth of a share of Common Stock.                                           

The Company expects that, if the Reverse Stock Split Proposal is        
approved by the stockholders at the Special Meeting, the Reverse Stock Split    
Amendment will be filed promptly.  However, notwithstanding approval of the     
Reverse Stock Split Proposal by the stockholders of the Company, the Board of   
Directors of the Company may elect not to file, or to delay the filing of, the  
Reverse Stock Split Amendment, if the Board of Directors determines that        
filing the Reverse Stock Split Amendment would not be in the best interest of   
the Company's stockholders at such time.  Factors leading to such a             
determination could include, without limitation, any possible effect on the     
listing of the Company on the Nasdaq SmallCap Market or future securities       
offerings (see AReasons for the Reverse Stock Split Proposal,@ below).          
Reasons For the Reverse Stock Split Proposal                                    

The Common Stock is currently listed on the Nasdaq SmallCap Market.       
The Board of Directors believes that the continued listing of the Company's     
Common Stock on the Nasdaq SmallCap Market is important for the marketability   
of the Common Stock and the prestige of the Company in the financial            
community.  Nasdaq requires, with respect to continued listing, among other     
things, a minimum bid price of $1.00.  Because the Common Stock had a closing   
bid price of less than $1.00 for at least ten consecutive trading days, the     
Common Stock will be delisted from the Nasdaq SmallCap Market.  In accordance   
with Nasdaq procedures, however, on October 22, 1998, the Company had a         
hearing before the Nasdaq SmallCap Market.  On November 19, 1998, Nasdaq        
advised the Company that the delisting would be stayed until January 18, 1999,  
by which time the Company must be in compliance with the $1.00 minimum bid      
price for a minimum of 10 consecutive trading days or its Common Stock would    
be delisted. The Board of Directors believes that the Reverse Stock Split, by   
decreasing the number of shares outstanding, should increase the bid price per  
share of Common Stock and is necessary in order to permit the Company to meet   
the bid price requirement for continued listing on the Nasdaq SmallCap          
Market.  The Company believes that the increased share price expected to        
result from the Reverse Stock Split may enable the Company to continue to list  
its Common Stock on the Nasdaq SmallCap Market.  However, the decision is       
beyond the control of the Company and may depend on a number of factors in      
addition to the quantitative criteria discussed herein, and there can be no     
assurance that the Common Stock will continue to be listed on the Nasdaq        
SmallCap Market even if the Reverse Stock Split is effected or will not be      
delisted prior to the Special Meeting of the stockholders.  Furthermore, there  
can be no assurance that the market price of the Common Stock will increase     
to, or remain above, $1.00 per share after the Reverse Stock Split.  The        
Company is aware that following a reverse stock split, a company=s stock price  
will frequently fail to reach or sustain a price equal to the pre-split price   
multiplied by the reverse split multiple.                                       

If the Company does not effect the Reverse Stock Split or is unable in  
the future to satisfy the Nasdaq SmallCap Market maintenance requirements, its  
securities can be expected to be delisted from Nasdaq.  In such event,          
trading, if any, in the Common Stock would thereafter be conducted in the       
over-the-counter market in the so-called "pink sheets" or the NASD's            
"Electronic Bulletin Board."  Consequently, the liquidity of such securities    
would be severely adversely affected, not only in the number of shares which    
could be bought and sold, but also through delays in the timing of              
transactions, reduction in security analysts' and the news media's coverage of  
the Company and lower prices for such securities than might otherwise be        
attained.                                                                       

Theoretically, the number of shares outstanding should not, by itself,    
affect the marketability of the Common Stock, the nature of investors who       
acquire it, or the Company's reputation in the financial community.  However,   
in practice this is not necessarily the case, as certain investors view         
low-priced stock as unattractive or, as a matter of policy, will not extend     
margin credit on stock trading at low prices, although certain other investors  
may be attracted to low-priced stock because of the greater trading volatility  
sometimes associated with such securities.  Many brokerage houses are           
reluctant to recommend lower-priced stock to their clients or to hold it in     
their own portfolios.  Further, a variety of brokerage house policies and       
practices discourage individual brokers within those firms from dealing in      
low-priced stock because of the time-consuming procedures that make the         
handling of low-priced stock unattractive to brokerage houses from an economic  
standpoint.                                                                     

DEFS14A
4th “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
There can be no assurance that the market price of the Common Stock       
immediately after implementation of the Reverse Stock Split will be maintained  
for any period of time, that such market price will approximate ten times (or   
some other multiple of) the market price of the Common Stock before the         
proposed Reverse Stock Split, or that such market price of the Common Stock     
will exceed or remain in excess of the current market price of the Common       
Stock.                                                                          

For the above reasons, the Company believes that the Reverse Stock        
Split is in the best interests of the Company and its stockholders.  However,   
there can be no assurances that the Reverse Stock Split will have the desired   
consequences.  The Company anticipates that, following the consummation of the  
Reverse Stock Split, the Common Stock will trade at a price per share that is   
significantly higher than the current market price of the Common Stock.         
However, there can be no assurance that, following the Reverse Stock Split,     
the Common Stock will trade at ten times the market price of the Common Stock   
prior to the Reverse Stock Split.                                               

Effect of the Reverse Stock Split Proposal                                      

Subject to stockholder approval, the Reverse Stock Split will be          
effected by filing the Reverse Stock Split Amendment to the Company's           
Certificate of Incorporation, and will be effective immediately upon such       
filing.  Although the Company expects to file the Reverse Stock Split           
Amendment with the Delaware Secretary of State's office promptly following      
approval of the Reverse Stock Split Proposal at the Special Meeting, the        
actual timing of such filing will be determined by the Company's management     
based upon their evaluation as to when such action will be most advantageous    
to the Company and its stockholders.  The Company reserves the right to forego  
or postpone filing the Reverse Stock Split Amendment, if such action is         
determined to be in the best interests of the Company and its stockholders.     
Each stockholder will continue to own shares of Common Stock and will continue  
to share in the assets and future growth of the Company as a stockholder.       
Such interest will be represented by one-tenth as many shares as such           
stockholder owned before the Reverse Stock Split.  The number of shares of      
Common Stock that may be purchased upon the exercise of outstanding options,    
warrants, and other securities convertible into, or exercisable or              
exchangeable for, shares of Common Stock (collectively, "Convertible            
Securities") and the per share exercise or conversion prices thereof, will be   
adjusted appropriately as of the Effective Date, so that the aggregate number   
of shares of Common Stock issuable in respect of Convertible Securities         
immediately following the Effective Date will be one-tenth of the number        
issuable in respect thereof immediately prior to the Effective Date, the per    
share exercise price immediately following the Effective Date will be 1000% of  
the per share exercise or conversion price immediately prior to the Effective   
Date, and the aggregate exercise or conversion prices thereunder shall remain   
unchanged.                                                                      

The Reverse Stock Split may also result in some stockholders owning       
"odd lots" of less than 100 shares of Common Stock or Afractional shares'       
(less than one (1) full share) of Common Stock received as a result of the      
Reverse Stock Split.  Brokerage commissions and other costs of transactions in  
odd lots and of fractional shares may be higher, particularly on a per-share    
basis, than the cost of transactions in even multiples of 100 shares.           

The Company is authorized to issue 40,000,000 shares of Common Stock,       
of which 12,555,746 shares were issued and outstanding at the close of          
business on the Record Date.  The Company is also authorized to issue 200,000   
shares of Preferred Stock, each share having a par value of $5.00 (the          
"Preferred Stock"), of which 785 were issued and outstanding at the close of    
business on the Record Date.                                                    

Adoption of the Reverse Stock Split will reduce the shares of Common        
Stock outstanding on the Record Date from 12,555,746 to approximately           
1,255,746 but will not effect the number of authorized shares of Common         
Stock.  After the Reverse Stock Split, the Company estimates that it will have  
approximately the same number of stockholders.                                  

As a result of the Reverse Stock Split, the Company will have a greater     
number of authorized but unissued shares of Common Stock than prior to the      
Reverse Stock Split.  The increase in the authorized but unissued shares of     
Common Stock could make a change in control of the Company more difficult to    
achieve.  Under certain circumstances, such shares of Common Stock could be     
used to create voting impediments to frustrate persons seeking to effect a      
takeover or otherwise gain control of the Company.  Such shares could be sold   
privately to purchasers who might side with the Board of Directors in opposing  
a takeover bid that the Board determines is not in the best interests of the    
Company and its stockholders.                                                   

The increase in the authorized but unissued shares of Common Stock also     
may have the effect of discouraging an attempt by another person or entity,     
through acquisition of a substantial number of shares of Common Stock, to       
acquire control of the Company with a view to effecting a merger, sale of       
assets or a similar transaction, since the issuance of new shares could be      
used to dilute the stock ownership of such person or entity.  Shares of         
authorized but unissued Common Stock could be issued to a holder who would      
thereby have sufficient voting power to assure that any such business           
combination or any amendment to the Company=s Certificate of Incorporation      
would not receive the stockholder vote required for approval thereof.  The      
Board of Directors has no current plans to issue any shares of Common Stock     
for any such or other purpose, and does not intend to issue any stock except    
on terms or for reason which the Board of Directors deems to be in the best     
interests of the Company.                                                       

The Common stock is currently listed on the Nasdaq SmallCap Market,         
under the trading symbol (BUKSC).                                               

Exchange of Stock Certificates                                                  

The combination and reclassification of shares of Common Stock pursuant     
to the Reverse Stock Split will occur automatically on the Effective Date       
without any action on the part of stockholders of the Company and without       
regard to the date certificates representing shares of Common Stock prior to    
the Reverse Stock Split are physically surrendered for new certificates.        

DEFS14A
Last “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
As soon as practicable after the Effective Date, transmittal forms will   
be mailed to each holder of record of certificates for shares of Common Stock   
to be used in forwarding such certificates for surrender and exchange for       
certificates representing the number of shares of Common Stock such             
stockholder is entitled to receive as a consequence of the Reverse Stock        
Split.  The transmittal forms will be accompanied by instructions specifying    
other details of the exchange. Upon receipt of such transmittal form, each      
stockholder should surrender the certificates representing shares of Common     
Stock prior to the Reverse Stock Split, in accordance with the applicable       
instructions.  Each holder who surrenders certificates will receive new         
certificates representing the number of shares of Common Stock that he or she   
holds as a result of the Reverse Stock Split.  STOCKHOLDERS SHOULD NOT SEND     
THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM.                 

After the Effective Date, each certificate representing shares of         
Common Stock outstanding prior to the Effective Date (an "Old Certificate")     
will, until surrendered and exchanged as described above, be deemed, for all    
corporate purposes, to evidence ownership of the whole number of shares of      
Common Stock, into which the shares of Common Stock evidenced by such           
certificate have been converted by the Reverse Stock Split, except that the     
holder of such unexchanged certificates will not be entitled to receive any     
dividends or other distributions payable by the Company after the Effective     
Date, until the Old Certificates have been surrendered.  Such dividends and     
distributions, if any, will be accumulated, and at the time of surrender of     
the Old Certificates, all such unpaid dividends or distributions will be paid   
without interest.                                                               

Certain Federal Income Tax Considerations                                       

    The following discussion describes certain material federal income tax
considerations relating to the Reverse Stock Split.  This discussion is based   
upon the Internal Revenue Code of 1986, as amended (the "Code"), existing and   
proposed regulations thereunder, legislative history, judicial decisions, and   
current administrative rulings and practices, all as amended and in effect on   
the date hereof.  Any of these authorities could be repealed, overruled, or     
modified at any time.  Any such change could be retroactive and, accordingly,   
could cause the tax consequences to vary substantially from the consequences    
described herein.  No ruling from the Internal Revenue Service (the "IRS")      
with respect to the matters discussed herein has been requested, and there is   
no assurance that the IRS would agree with the conclusions set forth in this    
discussion.                                                                     

This discussion may not address certain federal income tax consequences   
that may be relevant to particular stockholders in light of their personal      
circumstances (such as persons subject to the alternative minimum tax) or to    
certain types of stockholders (such as dealers in securities, insurance         
companies, foreign individuals and entities, financial institutions, and        
tax-exempt entities) who may be subject to special treatment under the federal  
income tax laws.  This discussion also does not address any tax consequences    
under state, local, or foreign laws.                                            

STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE    
PARTICULAR TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT, INCLUDING THE   
APPLICABILITY OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE   
TAX LAWS, AND ANY PENDING OR PROPOSED LEGISLATION.                              

The Company should not recognize any gain or loss as a result of the        
Reverse Stock Split.  No gain or loss should be recognized by a stockholder     
who receives only Common Stock upon the Reverse Stock Split.  The aggregate     
tax basis of the shares of Common Stock held by a stockholder following the     
Reverse Stock Split will equal the stockholder=s aggregate basis in the Common  
Stock held immediately prior to the Reverse Stock Split and generally will be   
allocated among the shares of Common Stock held following the Reverse Stock     
Split on a pro-rata basis.  Stockholders who have used the specific             
identification method to identify their basis in shares of Common Stock         
combined in the Reverse Stock Split should consult their own tax advisors to    
determine their basis in the post-Reverse Stock Split shares of Common Stock    
received in exchange therefor.                                                  

Recommendation of the Board of Directors                                        

The Board of Directors recommends that the stockholders vote "FOR" the    
amendment to the Company=s Certificate of Incorporation to effect the Reverse   
Stock Split.                                                                    

STOCKHOLDER PROPOSALS     

In the event any stockholder intends to present a proposal at the next    
Annual Meeting of Stockholders to be held in 1999, such proposal must be        
received by the Secretary of the Company, in writing on or before June 3,       
1999, to be considered for inclusion in the Company=s Proxy Statement relating  
to the next Annual Meeting of Stockholders.                                     

OTHER BUSINESS    

The Company knows of no business that will be presented for                 
consideration at the Special Meeting other than that described in this Proxy    
Statement.  As to other business, if any, that may properly come before the     
Special Meeting, it is intended that proxies solicited by the Board will be     
voted in accordance with the judgment of the person or persons voting the       
proxies.                                                                        

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE    
COMPLETE, SIGN, DATE AND RETURN TO THE COMPANY THE ACCOMPANYING PROXY.  IF YOU  
ARE PRESENT AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES    
IN PERSON.                                                                      

                         BY THE BOARD OF DIRECTORS

                                    ____________________________________
December 4, 1998                        William A. Griffith, Secretary          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		12/15/99		2
		6/3/99		5
		1/18/99		3
		1/4/99		1
Filed on:		12/22/98		1
		12/15/98		1		2			10-Q
For Period End:		12/4/98		1		5			PREM14A,  PRES14A
		11/19/98		3
		10/22/98		3
									List all Filings