Ampal-American Israel Corp – ‘DEFR14A’ on 10/27/95

As of:  Friday, 10/27/95   ·   Accession #:  950112-95-2837   ·   File #:  1-08466

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Ampal-American Israel Corporation                     10     44K 

Document Table of Contents

DEFR14A
1st Page of 10
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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 (Amendment No.              )

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 Com-
                                           mission Only (as permitted by
                               Rule 14a-6(e)(2))
[X] Definitive Proxy Statement                                                  
[X] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12               

AMPAL-AMERICAN ISRAEL CORPORATION 
--------------------------------------------------------------------------------
(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):                              

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or  
Item 22(a)(2) of Schedule 14A.                                          
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3).                                                            
[ ] Fee computed on 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 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:                                                     

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

[X] 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:                                                         

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

DEFR14A
2nd Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 2nd
AMPAL-AMERICAN ISRAEL CORPORATION 
1177 Avenue of the Americas 
New York, New York 10036

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

To the Shareholders:                                                            

The enclosed Notice of Special Meeting of Shareholders (the "Notice"),
Proxy Statement for the Special Meeting of Shareholders (the "Proxy Statement") 
and Proxy are being sent to you to reflect a revised record date for the Special
Meeting of Shareholders to be held on November 8, 1995.  The new record date is 
October 27, 1995 (the "Record Date") and not as noted in the earlier notice of  
special meeting of shareholders dated October 10, 1995.  The Notice and the     
Proxy Statement have been revised to reflect appropriate changes required by    
law.  There have been no changes in the matters to be voted upon at the Special 
Meeting.                                                                        

 Proxies executed by persons in the form accompanying the earlier notice
will not be counted.  Shareholders who have previously executed proxies and who 
continue to be shareholders on the Record Date are required to execute a new    
proxy card in order for their proxies to count.                                 

New York, New York                                                              
October 28, 1995                                                                
                                          MICHAEL K. MARKS
                                                Vice President - Legal
                                           & Secretary

DEFR14A
3rd Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 3rd
AMPAL-AMERICAN ISRAEL CORPORATION           
1177 Avenue of the Americas             
New York, New York  10036             

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS     
TO BE HELD NOVEMBER 8, 1995     

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

To the Shareholders:                                                            

NOTICE IS HEREBY GIVEN that a Special Meeting of the holders of the       
Class A Stock and Common Stock of Ampal-American Israel Corporation (the        
"Company" or "Ampal") will be held at the offices of Bank Hapoalim B.M.,        
1177 Avenue of the Americas, 14th Floor, New York, New York 10036, on           
Wednesday, November 8, 1995, at 9:00 a.m. local time, to consider and           
act upon the following matters:                                                 

1.   Approval of the amendment to the Company's Certificate of Incorpo-   
   ration to increase the number of authorized shares of Class A Stock
from 30,000,000 to 60,000,000; and                              

2.   The transaction of such other business as may properly come before   
said meeting or any adjournment thereof.                        

Information regarding the matters to be acted upon at the Special Meeting 
is contained in the accompanying Proxy Statement.                               

The close of business on October 27, 1995, is the record date for the     
determination of shareholders entitled to notice of and to vote at the Special  
Meeting or any adjournment thereof.                                             

Please vote, date, sign and mail the enclosed Proxy in the return         
envelope.  You will need no postage if you mail it in the United States.        
A prompt response will be helpful and appreciated.                              

                                     By Order of the Board of Directors,

                        MICHAEL K. MARKS
                             Vice President- Legal
                     & Secretary

New York, New York                                                              
October 28, 1995                                                                

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

Regardless of whether you expect to be present at the Special Meeting, please   
complete, date, sign and mail the enclosed proxy card for the shares held by    
you.  An addressed envelope is enclosed for your convenience.                   
No postage is required if mailed in the United States.

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

DEFR14A
4th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 4th
AMPAL-AMERICAN ISRAEL CORPORATION             

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

PROXY STATEMENT             
for             
SPECIAL MEETING OF SHAREHOLDERS             
TO BE HELD ON NOVEMBER 8, 1995              

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

This Proxy Statement is furnished to the holders of Class A Stock of      
Ampal-American Israel Corporation (the "Company" or "Ampal") in connection      
with the solicitation of proxies on behalf of the Board of Directors for        
use at the Special Meeting of Shareholders of the Company to be held on         
November 8, 1995, for the purposes set forth in the accompanying Notice of      
Special Meeting.  The cost of preparing, assembling and mailing the Notice      
of Special Meeting, this Proxy Statement and the proxies is to be borne by      
the Company.  The Company will also reimburse brokers who are holders of        
record of shares of the Company for their expenses in forwarding proxies        
and proxy soliciting material to the beneficial owners of the shares held       
by them.  The mailing date of this Proxy Statement is October 28, 1995.         

The accompanying proxy is being solicited by the Board of Directors of    
the Company and, if properly executed by a shareholder entitled to vote,        
the shares represented by the proxies received will be voted at the Special     
Meeting.  A proxy may be revoked at any time before its exercise.  A share-     
holder may revoke his proxy by filing with the Secretary of the Company an      
instrument of revocation or a duly executed proxy bearing a later date, or      
by attendance at the special meeting and voting in person.  Attendance at       
the Special Meeting will not in and of itself constitute the revocation of      
a proxy.                                                                        

The close of business on October 27, 1995 is the Board of Directors as the
record date for the determination of shareholders entitled to notice of and to  
vote at the Special Meeting.  At such date, the Company had outstanding         
20,457,522 shares of Class A Stock.  Each share of Class A Stock outstanding on 
the record date will be entitled to one vote on all matters to come before the  
Meeting.  As of the record date, the Company had outstanding 3,000,000 shares of
Common Stock.  The holder of the Common Stock of the Company will also be       
eligible to vote at the Meeting.  Other than in the election of Class A         
directors, where only the holders of the Class A Stock, voting as a separate    
class, are entitled to vote, the holder of the Common Stock, voting as a        
separate class, is entitled to cast as many votes as shall equal the aggregate  
number of votes to which all holders of Class A Stock attending the meeting in  
person or by proxy shall be entitled, but in no event more than ten votes per   
share of Common Stock. Accordingly, since Bank Hapoalim B.M., the Company's     
parent ("Hapoalim"), is the holder of 100% of the outstanding Common Stock of   
the Company and approximately 49.5% of the Class A Stock, it can determine the  
outcome of the vote on the proposed amendment to the Company's Certificate      
of Incorporation to increase the number of authorized shares of Class A         
Stock from 30,000,000 to 60,000,000.  Bank Hapoalim has advised the Company     
that it intends to vote in favor of the amendment.                              

Under the law of New York, Ampal's state of incorporation, "votes cast"   
at a meeting of shareholders by the holders of shares entitled to vote are      
determinative of the outcome of corporate action which is taken by vote of      
shareholders.  Abstentions and broker non-votes will not be considered          
"votes cast" based on Ampal's understanding of state law requirements and       
Ampal's Certificate of Incorporation and By-laws.                               

DEFR14A
5th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 5th
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE         
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK                                     

On September 11, 1995, the Board of Directors of the Company approved     
submission to the shareholders of a proposed amendment to the Company's         
Certificate of Incorporation to double the number of authorized shares of       
Class A Stock available for issuance by the Company from 30 million to 60       
million shares.  The purpose of the proposed amendment is to insure that        
there are sufficient shares of Class A Stock available in the event the         
Company determines to issue additional shares in order to raise working         
capital, to make acquisitions or for other corporate purposes.  As at October   
27, 1995, 29,466,526 shares of Class A Stock were outstanding or re-            
served for issuance out of the 30 million currently authorized shares.          

The management of the Company believes that it is appropriate for the     
Company to have additional shares available for issuance in transactions        
which are in the best interest of the Company.  The Company is not present-     
ly considering any specific proposals for acquisitions or issuances of          
additional shares.  However, the Company is aware that under Israel law, by     
and not later than December 31, 1996, Hapoalim will be required to reduce       
its holding in Ampal to 25% or less.  That reduction could occur through        
disposal of shares by Hapoalim and/or by virtue of issuance of additional       
shares by the Company in transactions approved by its Board of Directors,       
diluting Hapoalim's holding in Ampal.  The Company will not seek further        
authorization from its shareholders prior to any issuance of its shares of      
Class A Stock, except as may be otherwise required by law.                      

DESCRIPTION OF CAPITAL STOCK                                              

The authorized capital stock of Ampal currently consists of 30,000,000
shares of Class A Stock, par value $1.00 per share, 4,932,850 shares of         
Preferred Stock, par value $5.00 per share and 3,000,000 shares of Common       
Stock, par value $1.00 per share.  There are two outstanding series of          
Preferred Stock, the 4% Cumulative Convertible Preferred Stock (the "4%         
Preferred Stock") and the 6 1/2% Cumulative Convertible Preferred Stock         
(the "6 1/2% Preferred Stock").                                                 

Voting Rights                                                               

Unless dividends on any outstanding Preferred Stock are in arrears for
three successive years, as discussed below, the holders of Class A Stock        
are entitled to one vote per share on all matters voted upon by shareholders    
and, voting as a class, a right to elect the Class A Directors.  Other          
than in the election of Class A Directors, the holders of Common Stock,         
voting as a class, are entitled to as many votes as shall equal the number      
of votes to which the holders of Class A Stock are entitled, but in no          
event more than ten votes per share of Common Stock, unless dividends on        
any outstanding series of Preferred Stock are in arrears for three successive   
years in which case the holders of all outstanding series of Preferred          
Stock as to which dividends are in arrears shall have the exclusive right       
to vote for the election of directors until all cumulative dividend arrearages  
are paid.  The shares of Common Stock and Class A Stock do not have             
cumulative voting rights, which means that any holder or holders, acting in     
concert, of more than 50% of the Common Stock can, if such person or persons    
owns at least one share of Class A Stock, elect all of the directors            
other than the Class A Directors if that person or persons chooses to do        
so.                                                                             

Dividend Rights                                                             

Dividends on all classes of Ampal's shares are payable as a percentage
of par value.  The holders of Ampal's presently authorized and issued 4%        
Preferred Stock and 6 1/2% Preferred Stock (each having a $5.00 par value)      
are entitled to receive cumulative dividends at the rates of 4% and 6 1/2%      
per annum, respectively, payable out of surplus or net earnings of Ampal        
before any dividends are paid on the Common Stock or Class A Stock. If          
Ampal fails to pay such dividend on the Preferred Stock in any calendar         
year, such deficiency must be paid in full, without interest, before any        
dividends may be paid on the Class A Stock or Common Stock. After the pay-      
ment of all cumulative dividends on the Preferred Stock and a 4% dividend       
on the Class A Stock (par value $1.00 per share), the Board may, but is not     
required to, declare dividends out of any remaining surplus or net earnings     
of Ampal, which dividends are participated in by the holders of 4% Pre-         
ferred Stock and Class A Stock to the extent of an additional 8% each,          
before the holders of the Common Stock are entitled to receive any divi-        
dends.  If after the payment of the aforesaid dividends                         

2     

DEFR14A
6th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 6th
on the Preferred Stock and Class A Stock there remains any surplus, the         
Board may, but is not required to, declare dividends out of any remaining       
surplus in an amount of up to 12% on the Common Stock.  If, thereafter,         
there remains any surplus, any dividends declared are to be participated in     
by the holders of 4% Preferred Stock, Class A Stock and Common Stock, pro       
rata.                                                                           

Liquidation Rights                                                              

In the event of liquidation, dissolution or winding up of Ampal, the  
holders of the Preferred Stock will be entitled to receive an amount equal      
to the share's par value ($5.00 per share), sharing pari passu, together        
with accrued dividends to the date of payment, before any distribution or       
payment may be made to the holders of Class A Stock, Common Stock or any        
other stock ranking junior to the Preferred Stock.  After the holders of        
Preferred Stock, Class A Stock and Common Stock are paid the par value of       
their shares (plus accrued dividends), holders of 4% Preferred Stock, Class     
A Stock and Common Stock share ratably in the distribution of any remaining     
assets without regard to class of stock, on the basis of the number of          
shares held multiplied by the par value thereof.                                

Preemptive Rights and Redemption Provisions                                     

 No holder of any class of shares of Ampal, now or hereafter authorized,
has any preferential or preemptive right to subscribe for, purchase             
or receive any shares of any class of Ampal, or any options or warrants for     
such shares, or any rights to subscribe to or purchase such shares or any       
securities convertible into or exchangeable for, or carrying options or         
warrants for, or other rights to purchase, such shares, which may at any        
time be issued, sold or offered for sale by Ampal.                              

There are no redemption provisions relating to the Class A Stock.     

Conversion Rights                                                           

Ampal's Preferred Stock may be authorized and issued in such series   
and with such designations, preferences and privileges as may be determined     
by its Board of Directors.  There are presently authorized and issued two       
classes of Preferred Stock.  The 4% Preferred Stock and 6 1/2% Preferred        
Stock are convertible at any time into fully paid and non-assessable shares     
of Class A Stock at the rate of five shares of Class A Stock for each share     
of 4% Preferred Stock and three shares of Class A Stock for each share of 6     
1/2% Preferred Stock.  The Class A Stock and Common Stock have no conversion    
rights.                                                                         

Special Provisions Relating to Class A Stock                                

So long as the Class A Stock is listed on the American Stock Exchange,
Ampal is not permitted to issue any other class of security having voting       
rights which would (i) deprive the Class A Stock of its right, voting as a      
class, to elect the Class A Directors, (ii) have the right to vote, as a        
class, more than ten times the number of shares of such other class of          
security then outstanding and entitled to vote or (iii) have voting rights      
which would otherwise adversely affect the voting rights of the Class A         
Stock.  The authorization or issuance of additional Class A Stock or Common     
Stock or securities convertible into or exchangeable for Class A Stock or       
Common Stock are not to be deemed to adversely affect the voting rights of      
the holders of the Class A Stock.                                               

The affirmative vote of a majority of all outstanding shares entitled to  
vote at the special shareholders meeting is required for approval of this       
amendment to the Certificate of Incorporation.                                  

The Board of Directors recommends a vote FOR this proposal.               

PRINCIPAL SHAREHOLDERS OF THE COMPANY             

The following tables set forth information as at October 27, 1995 as      
to the holders known to Ampal to beneficially own more than 5% of any class     
of voting securities of Ampal and, as to all directors and officers as a        
group, concerning the beneficial ownership of any class of equity securities    
of Ampal, its parent or any of its                                              

3     

DEFR14A
7th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 7th
subsidiaries.  For purposes of computation of the percentage ownership of       
Class A Stock set forth in the table, conversion of any 4% Preferred Stock      
and 6-1/2% Preferred Stock owned by such beneficial owner has been assumed,     
without increasing the number of shares of Class A Stock outstanding by         
amounts arising from possible conversions of convertible securities held by     
shareholders other than such beneficial owner.  As at October 27, 1995,         
there were outstanding 20,457,522 shares of Class A Stock of the Company        
and 3,000,000 shares of Common Stock.  In addition, there were outstanding      
1,078,335 non-voting shares of 6-1/2% Preferred Stock (each convertible         
into 3 shares of Class A Stock) and 200,941 non-voting shares of 4% Pre-        
ferred Stock (each convertible into 5 shares of Class A Stock).                 

Security Ownership of Certain Beneficial Owners                                 

Name and Address                         Amount and Nature          Percent     
of Beneficial Owner   Title of Class     of Beneficial Ownership   of Class (1) 
-------------------   --------------     ------------------------- ------------ 
Bank Hapoalim B.M.    Class A Stock        10,500,991 shs.(2)       50.4%(2)    
50 Rothschild Blvd.   Common Stock          3,000,000 shs.         100%         
Tel Aviv, Israel                                                                
-----------                                                                     
(1)   Based upon number of shares outstanding as of October 27, 1995.           
(2)   As reported by Hapoalim B.M. on Form 4 - Statement of Changes             
in Beneficial Ownership filed with the Securities and Exchange Com- 
mission on or about March 5, 1992.  Assumes conversion of 122,536   
shares of                                                           
6-1/2% Preferred Stock and 3,350 shares of 4% Preferred Stock.      

Security Ownership Of Management                                                

The following table sets forth information as at October 27, 1995 as      
to each class of equity securities of Ampal, its parent or any of its sub-      
sidiaries beneficially owned by each director and officer of Ampal and by       
all directors and officers of Ampal as a group.  The directors and officers     
of Ampal individually and as a group do not own in excess of 1% of the          
equity securities of Ampal, Ampal's parent or any of Ampal's subsidiaries.      
All ownerships are direct unless otherwise noted.  The table does not include   
directors who do not own any such shares:                                       

Ampal-American Israel Corporation                                               
---------------------------------                                               
CLASS A STOCK                                                                   
-------------                                                                   

           Amount and Nature
Name                           of Beneficial Ownership                    
----                           -----------------------                    
Michael Arnon                           7,500(1)                            
Stanley I. Batkin                     15,000(2)                             
Harry B. Henshel                        8,000(2)                            
Irwin Hochberg                          3,000(3)                            
Herbert Kronish                         1,000                               
Lawrence Lefkowitz                    10,700(4)                             
Michael K. Marks                        1,500                               
Moshe Mor                               1,000                               
Shlomo Recht                            2,000                               
Evelyn Sommer                           5,000(2)                            
       -------
All Directors and Officers as a Group   54,700(5)                               

WARRANTS TO PURCHASE                                                            
CLASS A STOCK                                                               
--------------------                                                            

           Amount and Nature
Name                           of Beneficial Ownership                    
----                           -----------------------                    
Harry B. Henshel                      14,000                                
Michael K. Marks                         500                                
       -------
All Directors and Officers as a Group   14,500                                  

4     

DEFR14A
8th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 8th
6-1/2% PREFERRED STOCK                                                          
----------------------                                                          

           Amount and Nature
Name                           of Beneficial Ownership                    
----                           -----------------------                    
Lawrence Lefkowitz                      7,225(6)                            
       -------
All Directors and Officers as a Group     7,225                                 

Bank Hapoalim B.M.                                                              
------------------                                                              
ORDINARY SHARES                                                                 
---------------                                                                 
           Amount and Nature
Name                           of Beneficial Ownership                    
----                           -----------------------                    
Arie Abend                            187,720                               
Michael Arnon                           83,300                              
Yaacov Elinav                         183,970                               
Shimon Ravid                          190,610                               
Shlomo Recht                          128,810                               
       -------
All Directors and Officers as a Group   774,410                                 
---------                                                                       
(1)  Includes options to purchase 7,500 shares of Class A Stock                 
issuable upon the exercise of currently exercisable stock options.    
(2)  Includes options to purchase 5,000 shares of Class A Stock                 
issuable upon the exercise of currently exercisable stock options.    
(3)  Includes 1,000 shares held of record by Mr. Hochberg's wife.               
(4)  Includes 8,700 shares of Class A Stock held by a trust under an            
estate as to which Mr. Lefkowitz is co-personal representative.       
(5)  Includes options to purchase 22,500 shares of Class A Stock                
issuable upon the exercise of currently exercisable stock options.    
(6)  Includes 4,800 shares of 6-1/2% Preferred Stock held by a trust            
  under an estate as to which Mr. Lefkowitz is co-personal representative.

SHAREHOLDERS' PROPOSALS             

Any holder of Class A Stock or Common Stock who wishes to submit a        
proposal to be presented at the next Annual Meeting of Shareholders must        
forward such proposal to the Secretary of the Company at the address in the     
Notice of Annual Meeting so that it is received by the Company no later         
than February 1, 1996, and comply with such rules as may be prescribed from     
time to time by the Securities and Exchange Commission regarding proposals      
of security holders.                                                            

OTHER MATTERS             

The management does not presently know of any other matters which will    
be brought before the Special Meeting.  If, however, other matters requiring    
the vote of the shareholders, not now known or contemplated, do properly        
come before the meeting or any adjournment thereof, it is the intention         
of the persons named to vote the proxies held by them in accordance with        
their judgment in such matters.                                                 

                                     By Order of the Board of Directors,

                                MICHAEL K. MARKS
                                    Vice President-Legal
                                   & Secretary

October 28, 1995                                                                

5     

DEFR14A
9th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 9th
AMPAL-AMERICAN ISRAEL CORPORATION                         PROXY                 

This proxy is solicited on behalf of the Board of Directors and will be         
voted FOR the approval of the amendment to the Company's Certificate of         
Incorporation to increase the number of authorized shares of Class A Stock      
from 30,000,000 to 60,000,000, if no instructions to the contrary are           
indicated.                                                                      

The undersigned hereby constitutes and appoints SHLOMO RECHT, LAWRENCE          
LEFKOWITZ and ALAN L. SCHAFFER, and each of them, as proxies with full          
power of substitution in each, to represent the undersigned and vote all        
shares of Class A Stock of the undersigned at the Special Meeting of            
Shareholders of Ampal-American Israel Corporation to be held at the offices     
of Bank Hapoalim B.M., 14th Floor, New York, New York, on Wednesday,            
November 8, 1995, at 9:00 A.M., and at any adjournments thereof as              
follows:                                                                        

(Continued, and to be signed and dated on reverse side)             

DEFR14A
Last Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 10th
/X/    Please mark              
your vote         
as this.          

----------------------------                                                    
Class A                                                                     

The Board of Directors recommends a vote FOR Proposal 1.                    

FOR                AGAINST              ABSTAIN                       
/  /                 /  /                 /  /                          

1. Approval of the amendment to the Company's Certificate of Incorporation      
to increase the number of authorized shares of Class A Stock from         
30,000,000 to 60,000,000.                                                 

2. In their discretion, upon such other matters as may properly come before     
the meeting.                                                              

This proxy must be signed exactly as name appears hereon.  Executors,     
administrators, trustees, etc., should give full title as such.  If stock 
is held in name of joint holders, each should sign.  If signer is a       
corporation, please sign full corporate name by authorized officer.       

Signature(s)            Dated:                                   , 1995         
                ----------------------------------

Please complete, sign, date and mail this card promptly in the postage    
prepaid return envelope provided.                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		12/31/96		5					10-K
		2/1/96		8					SC 13D/A
		11/8/95		2		9			DEFS14A,  PRE 14A
		10/28/95		2		8
Filed on:		10/27/95		2		7
		10/10/95		2
		9/11/95		5
		3/5/92		7
									List all Filings