Big Buck Brewery & Steakhouse Inc – ‘DEFS14A’ for 9/15/98

As of:  Wednesday, 8/12/98   ·   For:  9/15/98   ·   Accession #:  1047469-98-30553   ·   File #:  0-20845

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     11     45K 
                          Meeting                                                

DEFS14A
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SCHEDULE 14A  
(RULE 14A-101)  
INFORMATION REQUIRED IN PROXY STATEMENT   

SCHEDULE 14A INFORMATION    
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE  
SECURITIES EXCHANGE ACT OF 1934     

Filed by the Registrant  /X/                                                    

Filed by a Party other than the Registrant / /                                  

Check the appropriate box:                                                      

/ /  Preliminary Proxy Statement             / /  Confidential, For Use of the  
                                                 Commission Only (as permitted
                                        by Rule 14a-6(e)(2))

/X/  Definitive Proxy Statement                                                 

/ /  Definitive Additional Materials                                            

/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12              

COMMISSION FILE NO. 0-20845       

BIG BUCK BREWERY & STEAKHOUSE, INC.     
(Name of Registrant as Specified In Its Charter)      

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required.                                                           

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

1)   Title of each class of securities to which transaction applies:  

        --------------------------------------------------------------------
2)   Aggregate number of securities to which transaction applies:     

        --------------------------------------------------------------------
3)   Per unit price or other underlying value of transaction computed 
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which
  the filing fee is calculated and state how it was determined):

        --------------------------------------------------------------------
4)   Proposed maximum aggregate value of transaction:                 

        --------------------------------------------------------------------

5)   Total fee paid:                                                            
                  ----------------------------------------------------------

/ /  Fee paid previously with preliminary materials:                            

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was             
paid previously.  Identify the previous filing by registration statement        
number, or the form or schedule and the date of its filing.                     

1)   Amount Previously Paid:                                                    
                          --------------------------------------------------
2)   Form, Schedule or Registration Statement No.:                              
                                                 ---------------------------
3)   Filing Party:                                                              
                ------------------------------------------------------------
4)   Date Filed:                                                                
              --------------------------------------------------------------

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BIG BUCK BREWERY & STEAKHOUSE, INC.         
550 SOUTH WISCONSIN STREET          
GAYLORD, MICHIGAN 49735           

August 12, 1998           

Dear Shareholder:                                                               

      I am pleased to invite you to attend the Special Meeting of Shareholders
of Big Buck Brewery & Steakhouse, Inc., to be held at Big Buck Brewery &        
Steakhouse, 550 South Wisconsin Street, Gaylord, Michigan, on September 15,     
1998, at 9:00 a.m. local time.                                                  

 At the Special Meeting you will be asked to approve an amendment to
the Company's Restated Articles of Incorporation to increase the Company's      
authorized capital stock and to authorize the issuance of preferred stock.      
The accompanying material contains the Notice of Special Meeting, the Proxy     
Statement, which includes information about the matters to be acted upon at     
the Special Meeting, and the related proxy card.                                

I sincerely hope you will be able to attend the Company's Special 
Meeting. Whether or not you are able to attend the Special Meeting in person,   
I urge you to sign and date the enclosed proxy and return it promptly in the    
enclosed envelope.  If you do attend the Special Meeting in person, you may     
withdraw your proxy and vote personally on any matters brought properly         
before the Special Meeting.                                                     

        Sincerely,

                                 BIG BUCK BREWERY & STEAKHOUSE, INC.

                     /s/ William F. Rolinski
                                      ----------------------------------------
                 William F. Rolinski
                                   President and Chief Executive Officer

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BIG BUCK BREWERY & STEAKHOUSE, INC.         
550 SOUTH WISCONSIN STREET          
GAYLORD, MICHIGAN 49735           

--------------------            
NOTICE            
OF            
SPECIAL MEETING OF SHAREHOLDERS         
TO BE HELD            
SEPTEMBER 15, 1998            
--------------------            

  NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders (the
"Special Meeting") of Big Buck Brewery & Steakhouse, Inc., a Michigan           
corporation (the "Company"), will be held at Big Buck Brewery & Steakhouse,     
550 South Wisconsin Street, Gaylord, Michigan, on September 15, 1998, at        
9:00 a.m. local time, for the following purpose, as more fully described in     
the accompanying Proxy Statement:                                               

     1.   To consider and vote upon an amendment to the Restated Articles of
         Incorporation of the Company to increase the Company's authorized
       capital stock and to authorize the issuance of preferred stock.

Only shareholders of record at the close of business on August 3, 
1998, are entitled to notice of and to vote at the Special Meeting.  Whether    
or not you expect to attend the Special Meeting in person, please mark, date    
and sign the enclosed proxy exactly as your name appears thereon and promptly   
return it in the envelope provided, which requires no postage if mailed in      
the United States. Proxies may be revoked at any time before they are           
exercised and, if you attend the Special Meeting in person, you may withdraw    
your proxy and vote personally on any matter brought properly before the        
Special Meeting.                                                                

        Sincerely,

                                 BIG BUCK BREWERY & STEAKHOUSE, INC.

                     /s/ William F. Rolinski
                                      ----------------------------------------
                 William F. Rolinski
                                   President and Chief Executive Officer
Gaylord, Michigan                                                               
August 12, 1998                                                                 

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BIG BUCK BREWERY & STEAKHOUSE, INC.         
550 SOUTH WISCONSIN STREET          
GAYLORD, MICHIGAN 49735         

--------------------            

PROXY STATEMENT           
FOR             
SPECIAL MEETING OF SHAREHOLDERS           
TO BE HELD              
SEPTEMBER 15, 1998            
--------------------            

INFORMATION CONCERNING SOLICITATION AND VOTING        

GENERAL                                                                         

   This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Big Buck Brewery & Steakhouse, Inc.     
(the "Company") for use at the Special Meeting of Shareholders (the "Special    
Meeting") to be held at Big Buck Brewery & Steakhouse, 550 South Wisconsin      
Street, Gaylord, Michigan,  on September 15, 1998, at 9:00 a.m. local time,     
or at any adjournment or postponement thereof.  All shares of Common Stock      
represented by properly executed and returned proxies, unless such proxies      
have previously been revoked, will be voted at the Special Meeting and, where   
the manner of voting is specified on the proxy, will be voted in accordance     
with such specifications.  Shares represented by properly executed and          
returned proxies on which no specification has been made will be voted FOR      
the proposal to approve the amendment to the Company's Restated Articles of     
Incorporation.                                                                  

 The Notice of Special Meeting, this Proxy Statement and the related
proxy card are first being mailed to shareholders of the Company on or about    
August 12, 1998.                                                                

RECORD DATE AND OUTSTANDING COMMON STOCK                                        

 The Board has fixed the close of business on August 3, 1998, as the
Record Date for determining the holders of the Company's outstanding voting     
shares entitled to notice of, and to vote at, the Special Meeting.  On that     
date, there were 5,285,000 shares of Common Stock issued, outstanding and       
entitled to vote.                                                               

REVOCABILITY OF PROXIES                                                         

   Any shareholder who executes and returns a proxy may revoke it at any
time before it is voted.  Any shareholder who wishes to revoke a proxy can do   
so by (i) executing a later-dated proxy relating to the same shares and         
delivering it to the Secretary of the Company prior to the vote at the          
Special Meeting, (ii) filing a written notice of revocation bearing a later     
date than the proxy with the Secretary of the Company prior to the vote at      
the Special Meeting, or (iii) appearing in person at the Special Meeting,       
filing a written notice of revocation and voting in person the shares to        
which the proxy relates.  Any written notice or subsequent proxy should be      
delivered to Big Buck Brewery & Steakhouse, Inc., 550 South Wisconsin Street,   
Gaylord, Michigan 49735, Attention: Secretary of the Company, or                
hand-delivered to the Secretary of the Company prior to the vote at the         
Special Meeting.                                                                

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VOTING AND SOLICITATION                                                         

   Each shareholder is entitled to one vote, exercisable in person or by
proxy, for each share of Common Stock held of record on the Record Date.        

   Expenses incurred in connection with the solicitation of proxies will
be paid by the Company.  The proxies are being solicited principally by mail.   
In addition, directors, officers and regular employees of the Company may     
solicit proxies personally or by telephone, for which they will receive no      
consideration other than their regular compensation.  The Company will also     
request brokerage houses, nominees, custodians and fiduciaries to forward       
soliciting material to the beneficial owners of shares of Common Stock held     
as of the Record Date and will reimburse such persons for their reasonable      
expenses so incurred.                                                           

QUORUM; ABSTENTIONS; BROKER NON-VOTES                                           

  The presence, in person or by proxy, of the holders of at least of a
majority of the shares of Common Stock outstanding and entitled to vote is      
necessary to constitute a quorum for the transaction of business at the         
Special Meeting.  All votes will be tabulated by the inspector of election      
for the Special Meeting, who will separately tabulate affirmative and           
negative votes, abstentions and broker non-votes.                               

If a properly executed proxy is returned and the shareholder has  
abstained from voting on any matter, the shares represented by such proxy       
will be considered present at the Special Meeting for purposes of determining   
a quorum and for purposes of calculating the vote, but will not be considered   
to have been voted in favor of such matter.                                     

    If a properly executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have discretionary         
authority as to certain shares to vote on one or more matters, such shares      
will be considered present at the Special Meeting for purposes of determining   
a quorum, but will not be considered to be represented at the Special Meeting   
for purposes of calculating the vote with respect to such matter.               

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth certain information known to the   
Company regarding beneficial ownership of its Common Stock as of July 31,       
1998, by (i) each person who is known to the Company to own beneficially more   
than five percent of the Company's Common Stock, (ii) each of the Company's     
directors, (iii) each of the Company's executive officers, and (iv) all         
executive officers and directors as a group.  Unless otherwise noted, each      
person identified below possesses sole voting and investment power with         
respect to such shares.  Except as otherwise noted below, the Company knows     
of no agreements among its shareholders which relate to voting or investment    
power with respect to its Common Stock.                                         

 2

                                                                [Download Table]

                                                    SHARES          PERCENT
                                                 BENEFICIALLY          OF  
                                                   OWNED(1)          CLASS 
                                                 ------------       -------
                                                                           
Perkins Capital Management, Inc.(2)............    1,031,600          17.8%
   730 East Lake Street                                                    
   Wayzata, Minnesota 55391                                                
William F. Rolinski(3)(4)......................      859,358           16.2
Casimer I. Zaremba(3)(5)(6)....................      685,007           12.9
Blair A. Murphy, D.O.(3)(5)....................      645,007           12.2
The Perkins Opportunity Fund(7)................      600,000           10.7
   730 East Lake Street                                                    
   Wayzata, Minnesota 55391                                                
Henry T. Siwecki(3)(5)(8)......................      146,989            2.7
Gary J. Hewett(9)..............................       61,250            1.1
Anthony P. Dombrowski(10)......................       39,000              *
All Executive Officers and Directors                                       
as a Group (6 persons)(8)(11)..................    2,436,611          44.9%

---------------                                                                 
*Represents less than one percent.                                              

(1)  Beneficial ownership is determined in accordance with the rules of the     
Securities and Exchange Commission (the "Commission") and includes    
voting or investment power with respect to securities.  Securities    
"beneficially owned" by a person may include securities owned by or   
for, among others, the spouse, children or certain other relatives of 
such person as well as other securities as to which the person has or 
 shares voting or investment power or has the option or right to acquire
Common Stock within 60 days. The number of shares beneficially owned  
  includes shares issuable pursuant to warrants and stock options that are
exercisable within 60 days of July 31, 1998.                          
(2)  As set forth in Schedule 13G filed with the Commission by Perkins Capital  
Management, Inc. ("PCM") and The Perkins Opportunity Fund ("POF") on  
  February 12, 1998.  Includes (i) 214,800 shares of Common Stock owned by
the clients of PCM, (ii) 216,800 shares of Common Stock subject to    
   currently exercisable warrants owned by the clients of PCM, (iii) 300,000
shares of Common Stock owned by POF, and (iv) 300,000 shares of Common
    Stock subject to currently exercisable warrants owned by POF.  PCM has (i)
     sole power to vote 377,000 shares of Common Stock, including 300,000 shares
   of Common Stock owned by POF, and (ii) sole power to dispose of 1,031,600
   shares of Common Stock, including 300,000 shares of Common Stock owned by
 POF and 300,000 shares of Common Stock subject to currently exercisable
warrants owned by POF.  PCM disclaims beneficial ownership of the     
securities owned by POF.                                              
(3)  Substantially all of the shares beneficially owned by Messrs. Rolinski,    
  Zaremba, Murphy and Siwecki are subject to a three-year escrow agreement
with Norwest Bank Minnesota, National Association, the Company and the
 Commissioner of Commerce for the State of Minnesota dated June 7, 1996.
(4)  Includes 18,750 shares of Common Stock subject to currently exercisable    
options.                                                              
(5)  Includes 10,000 shares of Common Stock subject to currently exercisable    
options.                                                              
(6)  Beneficial ownership of 450,005 of these shares is shared with Walter      
Zaremba, Casimer Zaremba's brother.                                   
(7)  As set forth in Schedule 13G filed with the Commission by PCM and POF on   
February 12, 1998.  Includes 300,000 shares of Common Stock subject to
  currently exercisable warrants.  Ownership of ten percent or more of the
outstanding stock of the Company requires the prior approval of the   
    Michigan Liquor Control Commission.  As a result, the warrants held by POF
cannot be exercised in their entirety without such approval.          
(8)  Includes 6,000 shares of Common Stock subject to currently exercisable     
warrants.                                                             
(9)  Represents shares of Common Stock subject to currently exercisable options.
(10) Includes 33,000 shares of Common Stock subject to currently exercisable    
options.                                                              
(11) Includes 143,000 shares of Common Stock subject to currently exercisable   
options.                                                              

3 

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PROPOSAL NO. 1

APPROVAL OF THE AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION   

The Board of Directors of the Company has determined that it is   
advisable to increase the Company's authorized capital stock from 20,000,000    
to 65,000,000 shares, consisting of 60,000,000 shares of Common Stock and       
5,000,000 shares of Preferred Stock, and has voted to recommend that the        
shareholders adopt an amendment to the Company's Restated Articles of           
Incorporation effecting the same.  By action taken effective August 3, 1998,    
the Board approved the following resolution, subject to approval by the         
shareholders at the Special Meeting:                                            

     RESOLVED, that Article III of the Restated Articles of Incorporation of
     Big Buck Brewery & Steakhouse, Inc. shall be amended in its entirety to
read as follows:                                                  

ARTICLE III                                                       

        A.  AUTHORIZED CAPITAL.  The total number of shares of stock
which the Corporation shall have authority to issue is 65,000,000 
shares, consisting of 60,000,000 shares of common stock, par value
$0.01 per share (hereinafter referred to as the "Common Stock"),  
and 5,000,000 shares of preferred stock, par value $0.01 per share
(hereinafter referred to as the "Preferred  Stock").  The powers, 
designations, preferences and relative, participating, optional or
other special rights (and the qualifications, limitations or      
restrictions thereof) of the Common Stock and the Preferred Stock 
are as set forth in this Article III.                             

       B.  COMMON STOCK.  The Common Stock shall be subject to the
express terms of any series of Preferred Stock set forth in the   
Preferred Stock Designation (as defined below in Section C of this
Article III) relating thereto.  Each holder of Common Stock shall 
 have one vote in respect of each share of Common Stock held by such
  holder of record on the books of the Corporation for the election of
directors and on all other matters on which shareholders of the   
      Corporation are entitled to vote.  The holders of shares of Common Stock
shall be entitled to receive, when and if declared by the Board of
Directors, out of the assets of the Corporation which are by law  
available therefor, dividends payable either in cash, in stock or 
otherwise.                                                        

           C.  PREFERRED STOCK.  The Board of Directors of the Corporation
(hereinafter referred to as the "Board of Directors") is hereby   
   expressly authorized at any time and from time to time, to create and
  provide for the issuance of shares of Preferred Stock in one or more
  series and, by filing a certificate pursuant to the Act (hereinafter
referred to as a "Preferred Stock Designation"), to establish the 
 number of shares to be included in each such series, and to fix the
designations, preferences and relative, participating, optional or
other special rights of the shares of each such series and the    
qualifications, limitations or restrictions thereof, as shall be  
 stated and expressed in the resolution or resolutions providing for
 the issue thereof adopted by the Board of Directors, including, but
   not limited to, the following:  (1) the designation of and the number
of shares constituting such series, which number the Board of     
Directors may thereafter (except as otherwise provided in the     
  Preferred Stock Designation) increase or decrease (but not below the
number of shares of such series then outstanding or reserved for  
   issuance); (2) the dividend rate for the payment of dividends on such
series, if any, the conditions and dates upon which such dividends
   shall be payable, the preference or relation which such dividends, if
    any, shall bear to the dividends payable on any other class or classes
    of or any other series of capital stock, the conditions and dates upon
which such dividends, if any, shall be payable, and whether such  
   dividends, if any, shall be cumulative or non-cumulative; (3) whether
the shares of such series shall be subject to redemption by the   
Corporation, and, if made subject to such redemption, the times,  
prices and other terms and conditions of such redemption; (4) the 
terms and amount of any sinking fund provided for the purchase or 
    redemption of the shares of such series; (5) whether or not the shares
    of such series shall be convertible into or exchangeable for shares of
any other class or classes of, any other series of any class or   
classes of capital stock of, or any other security                

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of, the Corporation or any other corporation, and, if provision be
made for such conversion or exchange, the times, prices, rates,   
   adjustments and any other terms and conditions of the such conversion
or exchange; (6) the extent, if any, to which the holders of the  
shares of such series shall be entitled to vote as a class or     
   otherwise with respect to the election of directors or otherwise; (7)
the restrictions, if any, on the issue or reissue of shares of the
  same series or of any other class or series; (8) the amounts payable
 on and the preferences, if any, of the shares of such series in the
event of any voluntary or involuntary liquidation, dissolution or 
winding up of the Corporation; and (9) any other relative rights, 
preferences and limitations of that series.                       

    As of August 3, 1998, 5,285,000 shares of Common Stock were issued and
outstanding and 3,782,500 shares of Common Stock were reserved for issuance     
upon exercise of options and warrants.  In addition, pursuant to the Auburn     
Hills real estate purchase and leaseback agreement, the Company may be          
obligated to repurchase the Auburn Hills site through the issuance of up to     
920,000 shares of Common Stock.  As a result, 9,987,500 shares are available    
for issuance.  At present, the Company is contemplating a private placement     
of Common Stock and warrants to acquire shares of Common Stock to further the   
Company's expansion plans.  The Board believes the Company may be unable to     
engage in such a transaction absent an increase in the Company's authorized     
capital stock.                                                                  

   The Board also believes that the Company would be unable to engage in
future equity financing or acquisition transactions without additional shares   
of capital stock.  The Board believes that the availability of additional       
shares of Common Stock, as well as the availability of shares of Preferred      
Stock, for issuance in the future will give the Company enhanced flexibility    
and permit such shares to be issued without the expense and delay of holding    
a meeting of the shareholders.  The shares would be available for issuance by   
the Board without further shareholder authorization, except as may be           
required by law or by the rules of The Nasdaq Stock Market or any other         
quotation system or stock exchange on which the Common Shares may then be       
listed.  The shareholders of the Company do not have any preemptive right to    
purchase or subscribe for any part of any new or additional issuance of the     
Company's securities.                                                           

   Other than the grant of stock options to employees and directors from
time to time, and the possible private placement, there are at present no       
plans, understandings, arrangements or agreements with respect to any           
transactions that would require the Company to issue any new shares of its      
Common Stock.                                                                   

  It is possible that material dividend requirements and sinking fund,
conversion or redemption provisions, if any, which may be fixed by the Board    
on any series of shares at the time of issuance may have an adverse effect on   
the availability of earnings for distribution to holders of outstanding         
shares of Common Stock or on other rights of the outstanding shares of Common   
Stock.                                                                          

  Although not intended as an anti-takeover device, issuing additional
shares of Common Stock or issuing shares of Preferred Stock could impede a      
non-negotiated acquisition of the Company by diluting the ownership interests   
of a substantial shareholder, increasing the total amount of consideration      
necessary for a person to obtain control of the Company or increasing the       
voting power of friendly third parties.  The Board could authorize voting       
rights per share that are the same as or different than the voting rights of    
the outstanding Common Stock.                                                   

 Approval of the amendment to the Restated Articles of Incorporation
requires the affirmative vote of the holders of a majority of the shares of     
Common Stock. THE BOARD OF DIRECTORS CONSIDERS THIS AMENDMENT TO BE ADVISABLE   
AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS    
THAT SHAREHOLDERS VOTE FOR APPROVAL OF THIS AMENDMENT.                          

5 

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SHAREHOLDER PROPOSALS   

Shareholders wishing to present proposals for action by the       
shareholders at the next annual meeting must present such proposals at the      
principal offices of the Company not later than January 15, 1999.  Due to the   
complexity of the respective rights of the shareholders and the Company in      
this area, any shareholder desiring to propose such an action is advised to     
consult with his or her legal counsel with respect to such rights.  It is       
suggested that any such proposals be submitted by certified mail, return        
receipt requested.                                                              

        Sincerely,

                                 BIG BUCK BREWERY & STEAKHOUSE, INC.

                     /s/ William F. Rolinski
                                      ----------------------------------------
                 William F. Rolinski
                                   President and Chief Executive Officer

Gaylord, Michigan                                                               
August 12, 1998                                                                 

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BIG BUCK BREWERY & STEAKHOUSE, INC. 
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

The undersigned shareholder of Big Buck Brewery & Steakhouse, Inc., a   
Michigan corporation (the "Company"), hereby acknowledges receipt of the Notice 
of Special Meeting of Shareholders and Proxy Statement, each dated August 12,   
1998, and hereby appoints William F. Rolinski and Anthony P. Dombrowski, or     
either of them, proxies and attorneys-in-fact, with full power to each of       
substitution and revocation, on behalf and in the name of the undersigned, to   
represent the undersigned at the Special Meeting of Shareholders of the Company 
to be held at Big Buck Brewery & Steakhouse, 550 South Wisconsin Street,        
Gaylord, Michigan, on September 15, 1998, at 9:00 a.m. local time, or at any    
adjournment or postponement thereof, and to vote, as designated below, all      
shares of Common Stock of the Company which the undersigned would be entitled to
vote if then and there personally present, on the matters set forth below.      

1.  To approve an amendment to the Restated Articles of Incorporation of the    
   Company to increase the Company's authorized capital stock and to authorize
the issuance of preferred stock.                                        

/ /  FOR                 / /  AGAINST             / /  ABSTAIN    

(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.) 

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 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY   
WILL BE VOTED FOR PROPOSAL 1. ABSTENTIONS WILL BE COUNTED TOWARDS THE EXISTENCE 
OF A QUORUM.                                                                    

  Please sign exactly as name appears on this proxy. When shares are held by
joint tenants, both should sign. If signing as attorney, executor,              
administrator, trustee or guardian, please give full title as such and, if not  
previously furnished, a certificate or other evidence of appointment should be  
furnished. If a corporation, please sign in full corporate name by president or 
other authorized officer. If a partnership, please sign in partnership name by  
an authorized person.                                                           

                                           Dated: ------------------------------

                                           -------------------------------------

                                           -------------------------------------

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED 
ENVELOPE. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		8/3/98		3		8
		7/31/98		6
		2/12/98		6					SC 13G/A
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