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triangle Item 1 - Election of Directors
triangle Item 2 - Proposal to Amend Restated Certificate of Incorporation to Permit 3-for-1 Stock Split
triangle Item 3 - Proposal to Amend 1993 Directors Stock Option Plan
triangle Item 4 - Ratification of Auditors
triangle Item 5 - Shareholder Proposal


Notice of Annual MeetingProxy StatementShare Ownershipproposal1.htmlExecutive CompensationStock Performance GraphOther Information
ITEM 5— SHAREHOLDER PROPOSAL

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W., Suite 215, Washington, D.C. 20037, record owner of 148 common shares, has advised us that she plans to introduce the following resolution:

"RESOLVED: "That the stockholders recommend that the Board direct management that within five days after approval by the shareholders of this proposal, the management shall publish in newspapers of general circulation in the cities of New York, Washington, D.C., Detroit, Chicago, San Francisco, Los Angeles, Dallas, Houston and Miami, and in the Wall Street Journal and U.S.A. Today, a detailed statement of each contribution made by the Company, either directly or indirectly, within the immediately preceding fiscal year, in respect of a political campaign, political party, referendum or citizens’ initiative, or attempts to influence legislation, specifying the date and amount of each such contribution, and the person or organization to whom the contribution was made. Subsequent to this initial disclosure, the management shall cause like data to be included in each succeeding report to shareholders." "And if no such disbursements were made, to have that fact publicized in the same manner."

REASONS: "This proposal, if adopted, would require the management to advise the shareholders how many corporate dollars are being spent for political purposes and to specify what political causes the management seeks to promote with those funds. It is therefore no more than a requirement that the shareholders be given a more detailed accounting of these special purpose expenditures that they now receive. These political contributions are made with dollars that belong to the shareholders as a group and they are entitled to know how they are being spent." "Last year the owners of 9,912,349 shares, representing approximately 3.1% of shares voting, voted FOR this proposal."

"If you AGREE, please mark your proxy FOR this resolution."

The Board of Directors recommends that you vote AGAINST this proposal for these reasons:

We maintain an active government affairs program in furtherance of our business interests. Like many corporations, we also maintain a political action committee in which our employees participate. In overseeing these activities, we fully comply with the federal and state laws which regulate corporate participation in political affairs. We also comply with all applicable federal and state reporting requirements which have been established to assure appropriate disclosure of political contributions. If we publish the expenditures and details of each political initiative in the 11 newspapers called for in the proposal, we would incur needless expense and provide information that is of little value to our investors.

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