Sochet Ira – ‘PREC14A’ on 5/30/95 re: Meritage Homes Corp

As of:  Tuesday, 5/30/95   ·   Accession #:  950170-95-73   ·   File #:  1-09977

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Statement                           11     40K 

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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 [ ]                                                     
Filed by a party other than the registrant [X]                                  

Check the appropriate box:                                                      

[X] Preliminary proxy statement                                                 
[ ] Definitive proxy statement                                                  
[ ] Definitive additional materials                                             
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12               

HOMEPLEX MORTGAGE INVESTMENTS CORPORATION 
(Name of Registrant as Specified in Its Charter)

IRA SOCHET
(Name of Persons(s) Filing Proxy Statement) 

Payment of filing fee (Check the appropriate box):                              

[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).     
[X] $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3).                                                            
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

(2) Aggregate number of securities to which transactions apply:       

(3) Per unit price or other underlying value of transaction computed  
pursuant to Exchange Act Rule 0-11:                           

(4) Proposed maximum aggregate value of transaction:                  

[ ] 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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IRA SOCHET
5701 SUNSET DRIVE, SUITE 315
SOUTH MIAMI, FLORIDA 33143
(305) 665-6544
                                                                   June   , 1995

DEAR FELLOW STOCKHOLDER:                                                        

As the second largest shareholder of our company, Homeplex Mortgage   
Investments Corporation, I am quite concerned about the inability of Homeplex's 
management to produce greater benefits for its stockholders. As you are aware,  
the stock price of Homeplex has languished below $2 per share for approximately 
2 years. I would expect that a New York Stock Exchange listed company with a    
clean operating history, $58 million net operating loss, high positive cash flow
and liquidity, would be able to produce greater benefits for its stockholders.  
The current Board of Directors, however, and the management it has chosen to    
retain, support and reward, seem unable to devise effective strategies to       
increase stockholder value.                                                     

     Homeplex's entire Board of Directors is seeking re-election to the Board at
the upcoming Annual Meeting to be held on June 13, 1995. The Company needs a    
Board of Directors that is more responsive to the interests of stockholders.    

  I unfortunately do not have sufficient time to nominate such independent
persons and wage an effective proxy contest to elect such persons to the Board  
at the meeting scheduled to be held on June 13, 1995. Therefore, I am urging you
to demonstrate your dissatisfaction with the performance of our Company's Board 
and management by executing the enclosed BLUE Annual Meeting proxy card to      
withhold authority to vote for the nominees nominated for election by the Board 
of Directors, all of whom are incumbent directors. If my solicitation in        
opposition to the Board is successful, the Company's stockholders will have sent
a strong message to the Board that we are dissatisfied with its current         
performance and that the Company needs a Board that is more responsive to       
maximizing stockholder value. Hopefully this will lead the Board to focus on    
such a strategy.                                                                

ACCORDINGLY I URGE YOU TO READ THE ENCLOSED STATEMENT CAREFULLY AND TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE ANNUAL MEETING PROXY CARD TO      
WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES NOMINATED FOR ELECTION BY THE BOARD 
OF DIRECTORS. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK,    
INSTITUTION OR OTHER NOMINEE, ONLY IT CAN REVOKE ANY PROXY AND ONLY IF YOU SO   
INSTRUCT.                                                                       

If this material does not reach you until after the Annual Meeting, I 
encourage you to still contact me.                                              

                                                                      Ira Sochet

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PRELIMINARY PROXY STATEMENT                                                     
IRA SOCHET
5701 SUNSET DRIVE, SUITE 315
SOUTH MIAMI, FLORIDA 33143

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

PROXY STATEMENT 
OF
IRA SOCHET
IN OPPOSITION TO MANAGEMENT 

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

HOMEPLEX MORTGAGE INVESTMENT CORPORATION
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 13, 1995 

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

This Proxy Statement and the accompany letter to stockholders and BLUE
Annual Meeting proxy card are being furnished to stockholders (the              
'Stockholders') of the outstanding shares of the common stock, par value $.01   
per share (the 'Common Stock'), of Homeplex Mortgage Investments Corporation, a 
Maryland corporation (the 'Company'), in connection with the solicitation of    
proxies by Ira Sochet for use at the Annual Meeting of Stockholders of the      
Company to be held at The Wigwam Resort Hotel, Litchfield Park, Arizona, on June
13, 1995, at 8:00 a.m., or at any adjournment thereof (the 'Annual Meeting').   

At the Annual Meeting, Mr. Sochet seeks to have stockholders vote to  
withhold authority to vote for the nominees nominated for election by the       
Company's Board of Directors.                                                   

MR. SOCHET URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE 
ANNUAL MEETING PROXY CARD TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES        
NOMINATED FOR ELECTION BY THE BOARD OF DIRECTORS.                               

     MR. SOCHET URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY.
IF YOU HAVE PREVIOUSLY EXECUTED ANY PROXY SOLICITED BY THE BOARD OF DIRECTORS   
YOU MAY REVOKE YOUR VOTE, EVEN THOUGH YOU MAY HAVE SOLD YOUR SHARES SINCE THE   
MAY 5, 1995 RECORD DATE, BY PROMPTLY SIGNING, DATING AND MAILING THE ENCLOSED   
BLUE PROXY CARD OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE 'PROXY        
PROCEDURES' BELOW.                                                              

This Proxy Statement, the accompanying letter to stockholders and BLUE
Annual Meeting proxy card are first being furnished to Stockholders by Mr.      
Sochet on or about June , 1995. The Company has announced that the record date  
for the Annual Meeting is the close of business on May 5, 1995 (the 'Record     
Date'). The Company's address is 5333 North Seventh Street, Suite 219, Phoenix, 
Arizona 85014. If you have any questions, please contact Mr. Ira Sochet at (305)
665-6544. If you require assistance in executing your proxy, please contact     
MacKenzie Partners, Inc., 156 Fifth Avenue, 9th Floor, New York, New York 10010,
(212) 929-5500 (collect) or call toll free (800) 322-2885.                      

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REASONS FOR THIS SOLICITATION 

    The Company raised in excess of $80 million in its initial public offering
of Common Stock in July 1988 and immediately utilized the proceeds of such      
offering to purchase mortgage interests. Subsequently, the Company purchased an 
additional $60 million of mortgage interests by financing such purchases with   
borrowings under repurchase agreements and a line of credit. The Company has not
purchased any additional mortgage interests since October 1988 and its          
activities in recent years have been limited. In spite of such limited activity,
the aggregate compensation of the Company's two executive officers from 1990 to 
1994 averaged in excess of $500,000 per year.                                   

   The market price of the Common Stock has declined significantly from 1991
to present. As set forth in the Company's Annual Report Form 10-K for the year  
ended December 31, 1991, and Form 10-K for the year ended December 31, 1994, the
highest closing sale price of the Common Stock as quoted on the New York Stock  
Exchange has fallen from $10 5/8 in the fourth quarter of 1991 to $1 3/8 in the 
fourth quarter of 1994. The last reported sale price of the Common Stock on the 
New York Stock Exchange was $ on June , 1995. The Company's management and Board
of Directors, however, do not have a significant economic interest in the Common
Stock. The Company's Proxy Statement for the Annual Meeting reported that the   
Company's executive officers and directors own a total of 52,900 shares, or less
than 1% of the Common Stock, if shares issuable upon exercise of employee stock 
options are excluded. During the time that the price of the Common Stock        
declined, the Company's executive officers exercised their right, pursuant to   
the provisions of the Company's stock option plan, to require the Company to    
repurchase at higher prices than the fair market value of the Common Stock at   
such time, the shares of Common Stock previously acquired by such persons upon  
exercise of employee stock options.                                             

     Management of the Company has been unable to devise effective strategies to
increase stockholder value and it appears that its lack of ownership of the     
Common Stock gives it little incentive to do so. Mr. Sochet believes that the   
Common Stock is significantly undervalued and that management, given the        
Company's New York Stock Exchange listing, clean operating history, $58 million 
net operating loss, high positive cash flow and liquidity, should be able to    
produce greater benefits for the Stockholders.                                  

    For these reasons, Mr. Sochet has decided to make this solicitation, in an
effort to demonstrate to the Board of Directors that the Stockholders are not   
satisfied with the performance of the Board of Directors and management. If Mr. 
Sochet's solicitation in opposition to the Board of Directors is successful, the
Company's Stockholders will have sent a strong message to the Board that the    
Stockholders want a Board that is more responsive to maximizing stockholder     
value. Hopefully, this will lead the Board of Directors to focus on such a      
strategy.                                                                       
INFORMATION ABOUT MR. SOCHET

    Mr Sochet is the President and sole shareholder of Sochet & Company, Inc.,
a registered broker/dealer located at 5701 Sunset Drive, Suite 315, South Miami,
Florida 33143. For 35 years Mr. Sochet has been a successful Wall Street        
investor. Mr. Sochet's strategy in the past has been to work with management of 
companies in which he has acquired a significant equity interest. Mr. Sochet is 
the second largest stockholder of the Company and beneficially owns 559,800     
shares of Common Stock (approximately 5.8% of the outstanding Common Stock as of
the Record Date). Set forth in Appendix A attached hereto is a list of all      
securities of the Company purchased or sold by Mr. Sochet within the past two   
years, the dates on which they were purchased or sold and the amount purchased  
or sold on each such date. Mr. Sochet has not within the past year been a party 
to any contract, arrangements or understandings with any person with respect to 
any securities of the Company. Neither Mr. Sochet nor any of his associates have
any arrangement or understanding with any person with respect to (a) any future 
employment by the Company or its affiliates or (b) any future transactions to   
which the Company or any of its affiliates will or may be a party.              

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ELECTION OF DIRECTORS 

    At the Annual Meeting, the presence, in person or by proxy, of the holders
of a majority of the Common Stock outstanding shall constitute a quorum for the 
transaction of business at the meeting. The affirmative vote of a majority of   
the outstanding shares of Common Stock present in person or represented by proxy
at the Annual Meeting and entitled to vote on the election of directions is     
required for the election of directors. Votes cast by proxy or in person at the 
Annual Meeting will be tabulated by the election inspectors appointed for the   
Annual Meeting and will determine whether a quorum is present. The election     
inspectors will treat abstentions as shares that are present and entitled to    
vote for purposes of determining the presence of a quorum but as unvoted for    
purposes of determining the approval of any matter submitted to the Stockholders
for a vote. If a broker indicates on the proxy that it does not have            
discretionary authority as to certain shares to vote on a particular matter,    
those shares will not be considered as present and entitled to vote with respect
to that matter.                                                                 

MR. SOCHET URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE 
ANNUAL MEETING PROXY CARD TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES        
NOMINATED FOR ELECTION BY THE BOARD OF DIRECTORS.                               

OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS                             

As set forth in the Board's Proxy Statement, at the Annual Meeting the
Stockholders will be asked to ratify the appointment by the Company's Board of  
Directors of Kenneth Leventhal & Company as the independent auditors of the     
Company for the year 1995. Mr. Sochet is not making any recommendation on this  
proposal.                                                                       

     The accompanying BLUE Annual Meeting proxy card will be voted in accordance
with your instructions on such card. You may vote for the ratification of the   
appointment of Kenneth Leventhal & Company by marking the proper box on the BLUE
Annual Meeting proxy card. IF NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE    
GIVEN A DIRECTION TO ABSTAIN FROM VOTING THE SHARES REPRESENTED BY THE BLUE     
ANNUAL MEETING PROXY CARD WITH RESPECT TO THE RATIFICATION OF THE APPOINTMENT OF
KENNETH LEVENTHAL & COMPANY.                                                    

OTHER PROPOSALS                                                                 

   Except as set forth above, Mr. Sochet is not aware of any proposals to be
brought before the Annual Meeting. Should other proposals be brought before the 
Annual Meeting, Mr. Sochet will abstain from voting on such proposals unless    
such proposals adversely affect the interests of the Stockholders, as determined
in the sole discretion of Mr. Sochet, in which event Mr. Sochet will vote on    
such proposals at his discretion.                                               

VOTING PROCEDURES                                                               

With respect to the approval of the ratification of the appointment of
Kenneth Leventhal & Company and other matters that may be submitted to the      
Stockholders for a vote, the affirmative vote of the holders of at least a      
majority of the shares of Common Stock present in person or represented by proxy
at the Annual Meeting for a particular matter is required to become effective.  
With respect to abstentions, the shares of                                      

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Common Stock are considered present at the Annual Meeting for the particular    
matter, but since they are not affirmative votes for the matter, they will have 
the same effect as votes against the matter. With respect to broker non-votes,  
the shares of Common Stock are not considered present at the Annual Meeting for 
the particular matter as to which the broker withheld authority. Consequently,  
broker non-votes are not counted in respect of the matter, but they do have the 
practical effect of reducing the number of affirmative votes required to achieve
a majority for such matter by reducing the total number of shares of Common     
Stock from which the majority is calculated.                                    

    With respect to the ratification of the appointment of Kenneth Leventhal &
Company as the Company's independent auditors, Mr. Sochet has no reason to      
believe that the failure to ratify such appointment will have any effect on the 
appointment of Kenneth Leventhal & Company by the Board.                        

SOLICITATION OF PROXIES 

  Proxies may be solicited by mail, advertisement, telephone or telecopier
and in person. Mr. Sochet has requested banks, brokerage houses and other       
custodians, nominees and fiduciaries to forward all of his solicitation         
materials to the beneficial owners of the shares of Common Stock they hold of   
record. Mr. Sochet will reimburse these record holders for customary clerical   
and mailing expenses incurred by them in forwarding these materials to their    
customers.                                                                      

 The cost of the solicitation will be borne by Mr. Sochet. Reimbursement
will not be sought from the Company. It is estimated that total expenditure     
relating to the solicitation will be approximately $100,000, none of which has  
been expended to date.                                                          

    In addition, Mr. Sochet has retained MacKenzie Partners, Inc. to assist in
the solicitation of proxies and for related services. Mr. Sochet has agreed to  
pay MacKenzie Partners, Inc. a fee not to exceed $25,000 and has agreed to      
reimburse it for all reasonable out-of-pocket expenses.                         

ADDITIONAL INFORMATION

     The Board's Proxy Statement indicates that the Company had 9,716,517 shares
of Common Stock outstanding on the Record Date. Each outstanding share of Common
Stock is entitled to one vote.                                                  

     Certain information relating to the compensation of directors and executive
officers and security ownership of certain beneficial owners and management is  
provided in the Company's Proxy Statement. Except as otherwise noted herein, any
information concerning the Company has been taken from or is based upon         
documents and records on file with the Securities and Exchange Commission and   
other publicly available information. Mr. Sochet assumes no responsibility for  
the accuracy or completeness of any information contained herein that is based  
on the Company's Proxy Statement or filings with the Securities and Exchange    
Commission, or for any failure by the Company to disclose events that may effect
the significance or accuracy of any such information.                           

PROXY PROCEDURES

    1. For the reasons given above, Mr. Sochet urges you to withhold your vote
  for the nominees nominated for election by the Board of Directors.

  2. If you have already signed a proxy form sent to you by the Board, you
     may withdraw your proxy by signing and dating the enclosed BLUE proxy
card and delivering it to MacKenzie Partners, Inc.,             

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      156 Fifth Avenue, 9th Floor, New York, New York 10010, prior to June 13,
       1995, the date of the Annual Meeting. If your shares are held in the name
      of a brokerage firm, bank nominee or other institution, only it can sign
 the BLUE proxy card with respect to your Common Stock. Accordingly,
     please contact the person responsible for your account and instruct the
person to execute on your behalf the BLUE proxy card.             

 3. Any Stockholder who delivers a BLUE proxy card may revoke such proxy
    before the Annual Meeting by executing and delivering to the Company
    before the Annual Meeting a proxy card bearing a later date than the
       BLUE proxy card attending the meeting and voting in person or by filing
with the Company's Secretary a written revocation.              

    TIME IS CRITICALLY SHORT. IF YOU HAVE PREVIOUSLY SIGNED AND RETURNED A PROXY
TO THE BOARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR MIND. BY FOLLOWING THE
STEPS OUTLINED ABOVE, YOU MAY REVOKE ANY PROXY GIVEN TO THE BOARD. AFTER
   COMPLETING THESE STEPS, DO NOT SIGN ANY ADDITIONAL PROXIES FORWARDED BY THE
BOARD.                                                                  

If you have any questions regarding any of the information set forth herein or  
require any assistance, you may call me at (305) 665-6544 or you may contact:   
MacKenzie Partners, Inc. 156 Fifth Avenue, 9th Floor, New York, New York 10010, 
telephone: (212) 929-5500 or (800) 322-2885.                                    

                                                                      IRA SOCHET

June   , 1995                                                                   

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                                                                      APPENDIX A
TRANSACTIONS IN THE COMPANY'S SECURITIES
BY MR. SOCHET IN THE PAST TWO YEARS 

                                                                [Download Table]

                                                          NUMBER OF SHARES   
                                                      -----------------------
  DATE                                                PURCHASED        SOLD  
--------                                              ---------      --------
                                                                             
06/01/93 ....................................            1,100               
06/02/93 ....................................            4,600               
06/03/93 ....................................              400               
06/23/93 ....................................           11,100               
06/24/93 ....................................            1,100               
06/25/93 ....................................            2,400               
07/14/93 ....................................            7,500               
08/19/93 ....................................            5,000               
09/01/93 ....................................            5,000               
09/15/93 ....................................            4,300*              
09/15/93 ....................................           10,600               
09/16/93 ....................................            9,700*              
09/17/93 ....................................            5,000*              
09/21/93 ....................................            1,000*              
09/22/93 ....................................            2,500*              
09/27/93 ....................................            5,000               
09/28/93 ....................................            5,400*              
09/30/93 ....................................           10,000               
10/04/93 ....................................            1,000               
10/06/93 ....................................           20,000               
10/11/93 ....................................            4,000*              
10/16/93 ....................................            5,000*              
10/22/93 ....................................           27,800               
10/26/93 ....................................           30,000               
10/27/93 ....................................           31,000               
10/28/93 ....................................           20,000               
11/01/93 ....................................           10,000               
12/13/93 ....................................           34,000*              
01/03/94 ....................................                         1,400* 
01/05/94 ....................................                         1,500* 
03/08/94 ....................................           25,000               
03/14/94 ....................................                        25,000  
04/15/94 ....................................                        20,000  
04/20/94 ....................................            2,500*              
04/21/94 ....................................            6,500               
04/22/94 ....................................              300               
04/25/94 ....................................            3,600*              
04/26/94 ....................................            1,900               
04/29/94 ....................................            6,000               
04/30/94 ....................................           12,100*              
05/02/94 ....................................            5,000               
05/03/94 ....................................            5,000               
05/04/94 ....................................            4,000*              
05/18/94 ....................................           10,000*              

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                                                                [Download Table]

                                                          NUMBER OF SHARES   
                                                      -----------------------
  DATE                                                PURCHASED        SOLD  
--------                                              ---------      --------
                                                                             
05/26/94 ...................................           20,000*               
05/30/94 ...................................           15,000                
05/31/94 ...................................           15,000*               
06/03/94 ...................................           15,000                
06/09/94 ...................................          164,400        164,400*
07/25/94 ...................................            1,000                
08/31/94 ...................................            2,000                
09/01/94 ...................................            1,000                
09/06/94 ...................................            3,500                
09/07/94 ...................................           40,700                
09/08/94 ...................................              500                
09/13/94 ...................................            1,400                
09/14/94 ...................................              600                
09/15/94 ...................................           17,400                
10/06/94 ...................................            1,000                
10/19/94 ...................................            6,300*               
12/01/94 ...................................           44,700                
03/22/95 ...................................           10,000*               
<FN>                                                                         
------------------------                                                     
* Represents transaction in Mr. Sochet's IRA account.                        
</FN>                                                                        

A-2 

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HOMEPLEX MORTGAGE INVESTMENTS CORPORATION 
ANNUAL MEETING OF STOCKHOLDERS, JUNE 13, 1995 
THIS PROXY IS SOLICITED BY IRA SOCHET 
IN OPPOSITION TO THE BOARD OF DIRECTORS 

   The undersigned stockholder of Homeplex Mortgage Investments Corporation, a
Maryland corporation, hereby acknowledges receipt of the Proxy Statement of Ira 
Sochet dated June , 1995, and hereby appoints Ira Sochet as proxy and           
attorney-in-fact for the undersigned, with full power of substitution, for and  
in the name of the undersigned to represent the undersigned, and to vote, as    
designated below, all of the shares of common stock of the Company that the     
undersigned is entitled to vote, at the 1995 Annual Meeting of Stockholders of  
Homeplex Mortgage Investments Corporation, and at any adjournments or           
postponements thereof.                                                          

   MR. SOCHET RECOMMENDS A VOTE TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES
NOMINATED FOR ELECTION BY THE BOARD OF DIRECTORS.                               

1.ELECTION OF DIRECTORS. Unless marked otherwise, the proxy will vote properly  
submitted BLUE proxy cards 'VOTE WITHHELD' from all nominees listed below.  

[ ] VOTE WITHHELD from all nominees listed below.                     
[ ] FOR all nominees listed below (except as indicated).              

(If you wish to withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below):                    

     Alan D. Hamberlin    Mike Marusich    Mark A. McKinley    Gregory K. Norris

[ ] ABSTAIN                                                           

2. Proposal to ratify the appointment of Kenneth Leventhal & Company as the     
independent auditors of the Company.                                      

[ ] FOR    [ ] AGAINST    [ ] ABSTAIN     

3. Upon such other matters as may properly come before the meeting and any      
   adjournments thereof. In his discretion, the proxy is authorized to vote upon
such other business as may properly come before the meeting, and any      
adjournments or postponements thereof.                                    

(see reverse side)    

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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO
BE A DIRECTION TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES NOMINATED FOR     
ELECTION BY THE BOARD OF DIRECTORS AND TO ABSTAIN FROM VOTING ON PROPOSAL 2.    
DISCRETION OF THE PROXY WILL BE USED WITH RESPECT TO SUCH OTHER MATTERS AS MAY  
PROPERLY COME BEFORE THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF
THE PROXY STATEMENT, DATED JUNE , 1995 OF IRA SOCHET. BY EXECUTING, DATING AND  
RETURNING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.         

TO VOTE IN ACCORDANCE WITH MR. SOCHET'S RECOMMENDATION, JUST SIGN AND DATE THIS 
PROXY; NO BOXES NEED TO BE CHECKED.                                             

                               Dated: June -----, 1995

                                            ------------------------------------
                                         (Signature)

                                            ------------------------------------
                                         (Signature if held jointly)

                                            ------------------------------------
                                         (Title)

                                          IMPORTANT: When shares are held by
                                        joint tenants, both should sign.
                                           When signing as attorney, executor,
                                           administrator, trustee or guardian,
                                            please give full title as such. If a
                                        corporation, please sign in full
                                            corporate name by president or other
                                authorized officer. If a
                                   partnership, please sign in
                                      partnership name by authorized
               person.

                             PLEASE MARK, SIGN, DATE AND RETURN THIS
                             PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED.
                            NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREC14A’ Filing		Date		First		Last			Other Filings
		6/13/95		2		10			DFAN14A
Filed on:		5/30/95
		5/5/95		3					10-Q
		12/31/94		4					10-K405,  DEF 14A
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