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
/ / Soliciting Material pursuant to Section 24.14a-11(c) or Section
240.14a-12
HOUSECALL MEDICAL RESOURCES, 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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October 15, 1997
To Our Shareholders:
On behalf of the Board of Directors and management of Housecall
Medical Resources, Inc., I cordially invite you to the Annual Meeting of
Shareholders to be held on November 20, 1997, at 1:00 p.m., at 1000
Abernathy Road, Building 400, 3rd Floor Conference Room C, Atlanta,
Georgia 30328.
At the Annual Meeting, shareholders will be asked to elect six (6)
directors of the Company, all of whom are currently directors of the
Company. Information about these persons and certain other matters is
contained in the accompanying Proxy Statement. Shareholders will also be
asked to vote on an Employee Stock Purchase Plan. A copy of the
Company's 1997 Annual Report to Shareholders, which contains financial
statements and other important information about the Company's business,
is also enclosed.
It is important that your shares of stock are represented at the
meeting, regardless of the number of shares you hold. You are encouraged
to specify your voting preferences by marking and dating the enclosed
proxy card. However, if you wish to vote for reelecting the directors
and on the Employee Stock Purchase Plan, all you need to do is sign and
date the proxy card.
Please complete and return the proxy card in the enclosed envelope
whether or not you plan to attend the meeting. If you do attend and wish
to vote in person, you may revoke your proxy at that time.
We hope you are able to attend, and look forward to seeing you.
Sincerely,
Daniel J. Kohl
President and Chief Executive Officer<PAGE>
HOUSECALL MEDICAL RESOURCES, INC.
1000 Abernathy Road
Building 400, Suite 1825
Atlanta, Georgia 30328
______________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 20, 1997
______________________________
To the Shareholders of
Housecall Medical Resources, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Housecall Medical Resources, Inc. will be held at 1:00 p.m. on Thursday,
November 20, 1997, at 1000 Abernathy Road, Building 400, 3rd Floor,
Conference Room C, Atlanta, Georgia 30328 for the following purposes:
1. To elect six directors to constitute the Board of Directors
to serve until the next annual meeting and until their
successors are elected and qualified;
2. To approve the Company's Employee Stock Purchase Plan;
3. Such other matters as may properly come before the meeting
and any adjournment or postponement thereof.
Only shareholders of record on September 26, 1997, are entitled to
notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Fred C. Follmer
Secretary
October 15, 1997
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
FILL IN, DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED BUSINESS REPLY ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
EXERCISE, AND IF YOU ARE PRESENT AT THE ANNUAL MEETING, YOU MAY, IF YOU
WISH, REVOKE YOUR PROXY AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR
SHARES PERSONALLY.<PAGE>
PROXY STATEMENT
Dated October 15, 1997
For the Annual Meeting of Shareholders
To be Held November 20, 1997
This Proxy Statement is furnished to shareholders in
connection with the solicitation of proxies by the Board of
Directors of Housecall Medical Resources, Inc. ("Housecall" or
the "Company") for use at Housecall's 1997 Annual Meeting of
Shareholders ("Annual Meeting") to be held on Thursday, November
20, 1997, including any postponement, adjournment, or
adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. Management intends to
mail this Proxy Statement and the accompanying form of proxy to
shareholders on or about October 15, 1997.
Only shareholders of record at the close of business on
September 26, 1997 (the "Record Date"), are entitled to notice of
and to vote in person or by proxy at the Annual Meeting. As of
the Record Date, there were 10,399,934 shares of common stock,
$.01 par value per share ("Common Stock"), of Housecall
outstanding and entitled to vote at the Annual Meeting. The
presence of a majority of such shares is required, in person or
by proxy, to constitute a quorum for the conduct of business at
the Annual Meeting. Each share is entitled to one vote on any
matter submitted for vote by the shareholders.
Proxies in the accompanying form, duly executed and returned
to the management of the Company, and not revoked, will be voted
at the Annual Meeting. Any proxy given pursuant to this
solicitation may be revoked by the shareholder at any time prior
to the voting of the proxy by delivery of a subsequently dated
proxy, by written notification to the Secretary of the Company,
or by personally withdrawing the proxy at the Annual Meeting and
voting in person.
Proxies that are executed but which do not contain any
specific instructions will be voted for the election of all the
nominees for directors specified herein, for approval of the Employee
Stock Purchase Plan, and in the discretion of the persons appointed as
proxies on any, other matter that may properly come before the
Annual Meeting or any postponement, adjournment or adjournments thereof,
including any vote to postpone or adjourn the Annual Meeting.
A copy of the Company's 1997 Annual Report to Shareholders
is being furnished herewith to each shareholder of record as of
the close of business on September 26, 1997. Additional copies
of the 1997 Annual Report to Shareholders and copies of the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997 will be provided free of charge upon written
request to:
Housecall Medical Resources, Inc.
1000 Abernathy Road
Building 400, Suite 1825
Atlanta, Georgia 30328
Attn: Investor Relations Department
If the person requesting the Form 10-K was not a shareholder
of record on September 26, 1997, the request must include a
representation that the person was a beneficial owner of Common
Stock on that date. Copies of any exhibits to the Form 10-K will
also be furnished on request and upon payment of the Company's
expenses in furnishing the exhibits. <PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The following table sets forth the information concerning
the beneficial ownership of Common Stock, which is the only class
of voting stock of the Company, at September 9, 1997, by (i) each
person known to the Company to beneficially own more than 5% of
the Common Stock, (ii) each director, nominee for director, and
designated highly compensated executive officer, and (iii) all
directors and executive officers of the Company as a group.
Unless otherwise indicated below, the persons named below had
sole voting and investment power with respect to all shares of
the Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
Shares Beneficially
Name of Beneficial Owner Owned Percent <F1>
------------------------- ------------------- -----------
<S> <C> <C>
Welsh, Carson, Anderson & Stowe, VI, L.P. <F2> 4,651,614 44.73%
Daniel J. Kohl <F9> 5,000 *
George D. Shaunnessy <F3> <F10> 215,337 2.07%
Peter J. Bibb <F10> 48,632 *
Harold W. Small <F4> 121,505 *
Thomas F. Luthringer <F10> 87,335 *
James E. Dalton <F5> 6,668 *
Howard R. Deutsch <F5> 12,918 *
James B. Hoover <F6> 5,128,848 49.32%
Andrew M. Paul <F7> 5,123,211 49.26%
R. Dale Ross <F5> 8,755 *
All Directors and Executive Officers as a Group
(10 persons) <F8> 5,181,736 49.82%
* Denotes less than 1%.
<FN>
<F1> The percentages shown are based on 10,399,934 shares of the Common
Stock outstanding on September 9, 1997, plus, as to each person and
group listed, the number of shares of Common Stock deemed owned by
such holder pursuant to Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), assuming the exercise of
options held by such holder that are exercisable within 60 days of
September 9, 1997.
<F2> Does not include an aggregate of 134,485 shares owned individually
by the general partners of the general partner of Welsh, Carson,
Anderson & Stowe, V.I., L.P. ("Welsh Carson"). Each general partner
of Welsh Carson may be deemed to beneficially own all the shares
owned by Welsh Carson. It also does not include an aggregate of
609,515 shares held by other affiliates of Welsh Carson. The
address of Welsh Carson is 320 Park Avenue, Suite 2500, New York,
New York 10022
<F3> Includes 203,437 shares of Common Stock subject to presently
exercisable stock options.
<F4> Includes 107,172 shares of Common Stock subject to presently
exercisable stock options.
<F5> Includes 6,668 shares of Common Stock subject to presently
exercisable stock options.
<F6> The number of shares beneficially owned consists of 23,184 shares
held directly by Mr. Hoover, 4,651,614 shares held by Welsh Carson
and 454,050 shares held by an affiliate of Welsh Carson. Mr. Hoover
is a general partner of the general partner of Welsh Carson and an
affiliate of Welsh Carson and, as such, shares voting and investment
power with respect to the shares owned by such entities. Does not
include 155,465 shares held by another affiliate of Welsh Carson.
<F7> The number of shares beneficially owned consists of 17,547 shares
held directly by Mr. Paul, 4,651,614 shares held by Welsh Carson and
454,050 shares held by an affiliate of Welsh Carson. Mr. Paul is a
general partner of the general partner of Welsh Carson and an
affiliate of Welsh Carson and, as such, shares voting and investment
power with respect to the shares owned by such entities. Does not
include 155,465 shares held by an affiliate of Welsh Carson.
<F8> Includes 20,004 shares of Common Stock subject to presently
exercisable stock options and 5,105,664 shares deemed beneficially
owned by Messrs. Hoover and Paul as general partners of the general
partner of Welsh Carson and an affiliate of Welsh Carson.
<F9> Mr. Kohl became President and Chief Executive Officer on March 11,
1997 and a Director on April 9, 1997.
<F10>Persons are no longer executive officers of the Company as of
September 9, 1997.
</FN>
ELECTION OF DIRECTORS
(Item Number 1 on the Proxy Card)
The by-laws of Housecall provide that the Board of Directors
shall consist of not less than two nor more than eleven
directors, with the exact number being set from time to time by
the Board. The Board presently consists of six directors, each
of whom serves for a one-year term until the next annual meeting
of shareholders and until his successor, if there is to be one,
is elected and qualified. Each of the nominees is listed below
and is presently serving as a director of the Company.
Directors are elected by a plurality of the votes cast by
the holders of shares of Common Stock entitled to vote for the
election of directors at a meeting at which a quorum is present.
A quorum will be present for the Annual Meeting when the holders
of a majority of the shares outstanding on the Record Date are
present in person or by proxy.
An abstention and a broker non-vote are included in
determining whether a quorum is present, but will not affect the
outcome of the vote. Unless otherwise indicated on a proxy, all
duly executed proxies granted by the holders of Common Stock will
be voted individually at the Annual Meeting for the election of
each nominee. Each nominee has indicated that he will serve if
elected, but if the situation should arise that any nominee is no
longer able or willing to serve, the proxy may be voted for the
election of such other person as may be designated by the Board
of Directors. Each person elected, as a director shall serve a
term that continues until the next annual meeting and until his
successor, if there is to be one, is duly elected and qualified.
DANIEL J. KOHL PRESIDENT AND CHIEF EXECUTIVE OFFICER
HOUSECALL MEDICAL RESOURCES, INC.
Mr. Kohl, age 41, has served as President and Chief Executive Officer
since March 11, 1997 and as a director since his appointment on April 9,
1997. Prior to his appointment with Housecall, Mr. Kohl served as Senior
Vice President and Group Executive in charge of the Healthcare
Information Services Group for Equifax Inc. from 1993 through 1997 and
was President and Chief Operating Officer at HMSS, Inc., a home infusion
therapy company, from 1991 through 1993. Mr. Kohl has more than 18 years
of experience as an executive in the healthcare industry. Mr. Kohl is
a member of the Executive Committee.
JAMES B. HOOVER GENERAL PARTNER
WELSH, CARSON, ANDERSON & STOWE
Mr. Hoover, age 42, has been Chairman of the Board of the Company
since its founding. Mr. Hoover is a general partner of Welsh, Carson,
Anderson & Stowe, a New York-based management buy-out firm that focuses
on acquisitions of companies in the health care and information services
industry, which he joined in 1992. Prior to that time, he had been a
General Partner (from 1984 to 1992) of Robertson, Stephens & Company, an
investment banking firm, where he was responsible for the firm's health
care corporate finance group. From 1977 to 1984, Mr. Hoover was a Vice
President of the Investment Management Group of Citibank, N.A., where he
specialized in health care investments. Mr. Hoover is a member of the
Executive and Compensation Committees of the Board of Directors. He is a
director of U.S. Physical Therapy, Inc. and Centennial Healthcare Corporation.
JAMES E. DALTON, JR. PRESIDENT AND CHIEF EXECUTIVE
OFFICER
QUORUM HEALTH GROUP, INC.
Mr. Dalton, age 55, has served since 1990 as President and Chief
Executive Officer of Quorum Health Group, Inc., a publicly held company
that owns hospitals and provides management and consulting services to
third party owners. Prior to 1990, Mr. Dalton had served as Regional
Vice President (from 1987 to 1990) with Healthtrust, Inc., a Division
Vice President (from 1979 to 1987) with Hospital Corporation of America,
and Regional Vice President (from 1978 to 1979) with HCA Management
Company (now Quorum Health Resources, Inc., a subsidiary of Quorum Health
Group, Inc.). Mr. Dalton has served as a director of the Company since
1994 and is a member of the Compensation Committee.
HOWARD R. DEUTSCH EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL
LINCARE, INC.
Mr. Deutsch, age 42, has served as Executive Vice President and
General Counsel and a director of Lincare, Inc., since its founding in
1987, and as Executive Vice President and General Counsel and a director
of Lincare Holdings, Inc., the publicly-held parent company of Lincare,
Inc., since its formation in 1990. From 1980 to 1987, Mr. Deutsch served
as Division Counsel for Union Carbide. Mr. Deutsch has served as a
director of the Company since 1994 and is a member of its Compensation
and Audit Committees.
ANDREW M. PAUL GENERAL PARTNER
WELSH, CARSON, ANDERSON & STOWE
Mr. Paul, age 41, has served as a general partner since 1984 of
Welsh, Carson, Anderson & Stowe. Prior to that time, he was an associate
in the Venture Capital Group of Hambrecht & Quist Incorporated for one
year, and from 1978 to 1981, he was a systems engineer and then a
marketing representative for IBM. Mr. Paul has served as a director of
the Company since 1994 and is a member of the Executive and Audit
Committees. Mr. Paul is a director of National Surgery Centers, Inc.,
American Oncology Resources, Inc., Lincare Holdings, Inc., Medcath,
Incorporated, and Centennial Healthcare Corporation.
R. DALE ROSS CHIEF EXECUTIVE OFFICER AND CHAIRMAN
OF THE BOARD
AMERICAN ONCOLOGY RESOURCES, INC.
Mr. Ross, age 50, has served since 1992 as Chief Executive Officer
and Chairman of the Board of American Oncology Resources, Inc. ("AOR"), a
publicly held company engaged in physician practice management. Prior to
joining AOR, Mr. Ross founded HMSS, Inc., a company engaged in infusion
therapy services, in 1982, and served as its President, Chief Executive
Officer and a director until the company was sold in 1989. Mr. Ross has
served as a director of the Company since 1994 and is a member of the
Audit Committee.
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company meets on a regular basis to
supervise, review, and direct the business and affairs of the Company.
During the Company's 1997 fiscal year, the Board held nine meetings. The
Board of Directors has established an Executive, an Audit and a
Compensation Committee, to which it has assigned certain responsibilities
in connection with the governance and management of the Company's
affairs. The Company has no standing nominating committee or other
committee performing similar functions.
Each of the directors attended at least 75% of the Board meetings
and meetings of committees on which he served.
EXECUTIVE COMMITTEE. The Executive Committee, pursuant to authority
delegated by the Board, from time to time considers certain matters in
lieu of convening a meeting of the full Board, subject to any
restrictions in applicable law related to the delegation of certain
powers to a committee of the Board. Messrs. Hoover, Kohl and Paul
comprise the members of the Executive Committee. The Executive Committee
held no meetings during fiscal 1997.
AUDIT COMMITTEE. The Audit Committee recommends the appointment of
independent public accountants, reviews the scope of audits proposed by
the independent public accountants, reviews internal audit reports on
various aspects of corporate operations, and periodically consults with
the independent public accountants on matters relating to internal
financial controls and procedures. Messrs. Deutsch, Paul, and Ross
comprise the members of the Audit Committee. The Audit Committee held
two meetings during fiscal 1997.
COMPENSATION COMMITTEE. The Compensation Committee is responsible
for the review and approval of compensation of employees above a certain
salary level, the review of management recommendations relating to
incentive compensation plans, the administration of the Company's stock
option and restricted stock purchase plans, the review of compensation of
directors, and consultation with management and the Board on senior
executive continuity and organizational matters. Messrs. Hoover, Dalton,
and Deutsch comprise the members of the Compensation Committee. The
Compensation Committee held one meeting during fiscal 1997.
DIRECTORS' COMPENSATION
The Company pays its outside directors a quarterly fee of
$2,000 and a fee of $1,000 for each Board or committee meeting
attended, except that no fee is paid for attendance at a
committee meeting held on the same date and in the same location
as a Board meeting. The Company reimburses all directors for
their travel and other expenses incurred in connection with
attending Board or committee meetings and also reimburses its
outside directors for actual expenses otherwise incurred in
performing their duties.
APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN
(Item Number 2 on the Proxy Card)
BACKGROUND AND SUMMARY
On August 28, 1997, the Board of Directors adopted, subject
to stockholder approval, the Housecall Medical Resources, Inc.
1997 Employee Stock Purchase Plan (the "Purchase Plan") to
provide eligible employees with an opportunity to purchase Common
Stock through payroll deductions pursuant to the plan that is
intended to qualify for favorable tax benefits as an "employee
stock purchase plan" under Section 423 of the Internal Revenue
Code. By assisting eligible employees in acquiring stock
ownership in the Company, the Purchase Plan can help eligible
employees provide for their future security and encourage them to
remain in the employment of the Company or its qualified
subsidiaries.
The following summary of information about the Purchase Plan
is qualified in its entirety by reference to the Purchase Plan
itself, which is available upon request by any stockholder from
Fred C. Follmer, Secretary, Housecall Medical Resources, Inc.,
1000 Abernathy Road, Building 400, Suite 1825, Atlanta,
Georgia 30328, telephone (770) 379-9000.
An aggregate of 1,000,000 shares of Common Stock may be
issued pursuant to purchases under the Purchase Plan, subject to
adjustment in the event of stock dividends, stock splits,
combination of shares, recapitalization, or other changes in the
outstanding Common Stock. If approved by the stockholders of the
Company at the Annual Meeting, the Purchase Plan will be
effective as of its August 28, 1997 adoption date by the Board of
Directors. The Company anticipates that the internal
administrative steps necessary to implement will be completed by
the end of the fourth quarter, and that the first offering period
and enrollment date (as described below) will begin on July 1,
1998.
The Purchase Plan shall be administered by the Board of
Directors or by a committee (the "Committee") of the Board
consisting of not less than two directors of the Company
appointed by the Board. The Board or the Committee is
authorized, subject to the provisions of the Purchase Plan, to
establish such rules and regulations as it deems necessary for
the proper administration of the Purchase Plan and any Common
Stock made available thereunder as it deems necessary or
advisable. No eligible employee may purchase greater than 1,000
shares of stock during a plan year. The Board or the Committee
shall have the right to determine, prior to any offering period
for the purchase of shares pursuant to the Purchase Plan, the
maximum number of shares of Common Stock which may be offered
during that plan year and the manner of allocating the Common
Stock among eligible employees. All such determinations and
interpretations shall be binding and conclusive on all
participating employees and their representatives.
The Board may at any time, or from time to time, alter or
amend the Purchase Plan in any respect, except that no such
amendment shall be effective unless approved within 12 months by
the stockholders of the Company, if such stockholder approval is
required for the Purchase Plan to continue to comply with Code
Section 423. The Board may suspend or discontinue the Purchase
Plan at any time. Upon termination of the Purchase Plan, all
payroll deductions and cash contributions shall cease, and all
amounts then credited to the participants' accounts shall be
equitably applied to the purchase of whole shares of Common Stock
then available for sale, and any remaining amounts shall be
promptly refunded to the participants.
All regular full and part-time employees of the Company and
each corporate affiliate shall be eligible to participate in the
Purchase Plan, provided the employee's customary employment is
more than twenty (20) hours of service per week for more than
five months per calendar year. A "corporate affiliate" means any
parent or subsidiary corporation of the Company whether now
existing or subsequently established, as may be authorized from
time to time by the Board to extend the benefits of the Plan to
their eligible employees. As of September 8, 1997, the Company
had approximately 2,000 employees that would have been eligible
to participate in the Purchase Plan.
An eligible employee may elect to participate in the
Purchase Plan by completing an Enrollment/Change Form by the
enrollment date; such date shall be the start date of each plan
year. A participating employee may authorize automatic payroll
deductions pursuant to the Purchase Plan, and all such amounts
will be used to purchase shares of Common Stock. The purchase
price for Common Stock purchased under the Purchase Plan shall be
85% of the lower of (a) the Fair Market Value per share of Common
Stock on the start date of the purchase period or (b) the Fair
Market Value per share of Common Stock on that Purchase Date.
An eligible employee may not purchase greater than 1,000 shares
of Common Stock per plan year. The Company shall not permit an
eligible employee to purchase more than $25,000 worth of Common
Stock under the Purchase Plan in any calendar year.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Purchase Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the
Code. Under the Code, an employee who elects to participate in
an offering under the Purchase Plan will not realize income at
the time the offering commences or when the shares purchased
under the Purchase Plan are transferred to him or her. If an
employee disposes of such shares after two years from the date
the offering of such shares commences, and after one year from
the date of the transfer of such shares to him or her, the
employee will be required to include in income, as compensation
for the year in which such disposition occurs, an amount equal to
the lesser of ( i ) the excess of the fair market value of such
shares at the time of disposition over the purchase price, or
(ii) 15% of the fair market value of such shares at the time the
offering commenced. The employee's basis in such shares will be
increased by the amount so includable as income, and gain or loss
computed with reference to such adjusted basis will be a capital
gain or loss, either short-term or long-term depending on the
holding period of such shares. In such event, the Company will
not be entitled to any tax deduction from income.
If any employee disposes of shares purchased under the
Purchase Plan within the above two-year or one-year period, the
employee will be required to include in income, as compensation
for the year in which such disposition occurs, an amount equal to
the excess of the fair market value of such shares on the date of
purchase over the purchase price. The employee's basis in such
shares will be increased by the amount includable as income, and
any gain or loss computed with reference to such adjusted basis
will be capital gain or loss, either short-term or long-term
depending on the holding period of such shares. In the event of
a disposition within such two-year or one-year period, the
Company will be entitled to an expense deduction equal to the
amount the employee is required to include in income.
An employee who is a nonresident of the United States will
generally not be subject to the federal income tax rules
described with respect to shares of Common Stock purchased under
the Purchase Plan.
The foregoing paragraphs merely summarize the general tax
consequences of the Purchase Plan. Tax consequences vary among
individuals. Employees should consult their tax adviser before
enrolling in the Purchase Plan.
<PAGE>
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The Purchase Plan has been adopted by the Board, subject to
approval by the stockholders of the Company. Such approval is
required in order for the Purchase Plan to qualify as an
"employee stock purchase plan" under Section 423 of the Code.
The affirmative vote of the holders of a majority of the shares
of Common Stock present at the Annual Meeting is required to
approve the proposed Purchase Plan, assuming the presence of a
quorum.
The Board of Directors unanimously recommends a vote "FOR"
approval of the proposed 1997 Employee Stock Purchase Plan.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid
or accrued by the Company for services rendered during the fiscal
year ended June 30, 1997, to or for the Company's chief executive
officer, its former chief executive officer and certain other highly
compensated executive officers (the "Named Executive Officers"):
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------------------ -------------
Securities
Fiscal Other Annual Underlying All Other
Name And Principal Year Salary Compensation Bonus Options/SARs Compensation <F3>
--------------------- ------ ------ ------------ ----- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Kohl, President and
Chief Executive Officer<F1> 1997 $ 45,621 $ 0 $25,000 $ 500,000 $ 0
George D. Shaunnessy, President and 1997 227,447 0 0 203,437 339,546<F6>
Chief Executive Officer<F2> 1996 250,011 0 0 417,243 6,644
Peter J. Bibb, Vice President and 1997 188,649 0 0 43,632 258,235<F6>
Chief Financial Officer 1996 190,009 0 0 208,622 6,566
Harold W. Small, Vice President 1997 188,171 0 0 170,172 6,313 <F7>
of Operational Support <F4> 1996 165,006 47,678 <F5> 0 208,621 7,050
Thomas F. Luthringer, Vice President 1997 159,141 0 0 70,902 216,315 <F7><F6>
of Corporate Development 1996 155,008 0 0 198,621 6,131
<FN>
<F1> Appointed as President and Chief Executive Officer on March 11,
1997.
<F2> Was President and Chief Executive Officer until March 11, 1997.
<F3> Includes premiums paid for each Named Executive Officer under the
Company's life insurance program.
<F4> As of July 17, 1997, Mr. Small became VP of Operational Support.
<F5> Represents relocation expenses paid by the Company.
<F6> Includes severance pay in the amount of $335,215, $225,000 and $208,226
for Mr. Shaunnessy, Mr. Bibb and Mr. Luthringer, respectively.
<F7> Includes $3,630 and $7,108 paid by the Company as 401(k) matching
contributions for Mr. Small and Mr. Luthringer respectively.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
No. of % of Total Potential Realizable
Securities Options/SARs Value at Assumed
Underlying Granted to Annual Rates of Stock
Options/SARs Employees in Exercise or Expiration Price Appreciation
Granted <F1> Fiscal Year Base Price Date for Option Terms <F2>
------------ ------------- ----------- ---------- --------------------
5% 10%
----- -----
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Kohl 500,000 52.85% $4.00 3/11/2007 $3,257,789 $5,187,485
George D. Shaunnessy 0 0 0 0 0 0
Peter Bibb 0 0 0 0 0 0
Harold W. Small 0 0 0 0 0 0
Thomas F. Luthringer 0 0 0 0 0 0
_____________________________
<FN>
<F1> Beginning one year from date of grant, options vest in 20% increments on
anniversary of date of grant. 200,000 shares have provisions for
immediate vesting provided the market price for the stock reaches a
specific dollar figure within a designated time period.
<F2> Based on assumed rates of stock price appreciations, as required by
the Securities and Exchange Commission.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
Shares Value No. of Securities Value of Unexercised
Acquired on Realized Underlying In-the-Money Options
Exercise (#) ($) Fiscal Year End At Fiscal year End <F1>
------------ -------- ------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Kohl 0 0 0 0 0 0
George D. Shaunnessy 0 0 203,437 0<F2> 429,844 0
Peter J. Bibb 43,632<F3> 122,715 85,356 0<F3> 151,519 0
Harold W. Small 0 0 85,356 123,265 156,462 209,982
Thomas F. Luthringer 70,902<F4> 140,441 85,356 0<F4> 151,519 0
__________________________
<FN>
<F1> As required by the rules of the Securities and Exchange Commission,
the value of unexercised in-the-money options is calculated based on
the closing sale price of the Company's Common Stock on The Nasdaq
Stock Market ("Nasdaq") as of the last business day of its fiscal
year, June 30, 1997, which was $3 29/32 per share
<F2> Mr. Shaunnessy has until April 11, 1998 to exercise his 203,437 options.
At the time of Mr. Shaunnessey's termination, 213,806 options
returned to the Company.
<F3> Mr. Bibb had 90 days in which to exercise his options from the date
of his termination. 164,990 options returned to the Company at the
end of the ninety-day exercise period.
<F4> Mr. Luthringer had 90 days in which to exercise his options from the
date of his termination. 127,719 options returned to the Company at
the end of the ninety-day exercise period.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Ten-Year Option/SAR Repricing
Length of
No. of Market Original
Securities Price of Exercise Option Term
Underlying Stock at Price at Remaining at
Options/SARs Time of Time of New Date of
Repriced or Repriced or Repricing or Exercise Repricing or
Date Amended Amendment Amendment Price Amendment
---- ------------ ----------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Kohl 5/22/97 500,000 $4.00 $5.69 $4.00 9 years 10 mos.
President & CEO
Fred C. Follmer 5/22/97 100,000 $4.00 $6.00 $4.00 9 years 9 mos.
VP & CFO
</TABLE>
EMPLOYMENT AGREEMENTS AND SEVERANCE AGREEMENTS
The Company entered into an employment agreement with Mr.
Kohl on March 11, 1997. The agreement provides for a term ending
March 11, 2000, and is automatically extended thereafter for
successive one-year terms unless the Company or the officer gives
at least thirty (30) days prior notice of an election not to
extend the employment term beyond March 11, 2000, or any
subsequent March 11. The agreement provides for a base salary of
$230,000 per year, subject to adjustment by the Board of
Directors, an annual bonus as determined by the Company's Board
of Directors, and Company benefits of the type generally provided
to key executives.
The Company entered into a Severance Agreement with Mr.
Shaunnessy on April 10, 1997. The provisions of the Severance
Agreement terminated Mr. Shaunnessy's employment with Housecall
effective April 11, 1997 and provided for severance pay for a
twelve-month period following the termination date. In addition
the Company was obligated to pay for health insurance benefits
during the severance period unless Mr. Shaunnessy was entitled
to similar insurance benefits from another source. Mr. Shaunnessy
was entitled to exercise all vested stock options held by him on
April 11, 1997 by April 11, 1998.
The Company terminated Mr. Bibb's employment agreement on
May 9, 1997. As a result of the termination of his agreement,
Mr. Bibb was paid severance equal to one year's salary according
to the terms of Mr. Bibb's employment agreement. Mr. Bibb did
not receive any performance bonus. No other benefits were
payable by the Company. Mr. Bibb was entitled to exercise all
vested stock options held by him on May 9, 1997 within 90 days.
The Company terminated Mr. Luthringer's employment agreement
on May 15, 1997. As a result of the termination of his
agreement, Mr. Luthringer was paid severance equal to one year's
salary according to the terms of Mr. Luthringer's employment
agreement. Mr. Luthringer did not receive any performance bonus.
No other benefits were payable by the Company. Mr. Luthringer
was entitled to exercise all vested stock options held by him on
May 15, 1997 within 90 days.
STOCK OPTION AND RESTRICTED STOCK PURCHASE4 PLANS
In June 1994, the Company adopted the Stock Option and
Restricted Stock Purchase Plan (the "1994 Option Plan") and the
Performance Stock Option and Restricted Stock Purchase Plan (the
"Performance Plan"). In January 1996, the Company adopted the
1996 Stock Option and Restricted Stock Purchase Plan (the "1996 Option
Plan") (collectively, with the 1994 Option Plan and the
Performance Plan, the "Plans"). On March 14, 1997 the Board
of Directors voted to amend and restate the 1996 Option Plan
to increase the shares of Common Stock authorized for issuance
under the Plan from 500,000 shares to 1,300,000 shares, subject
to shareholder approval, which was obtained on May 1, 1997.
The purpose of the Plans is to provide key employees (approximately
50 persons), executive officers (currently three persons), and
directors (currently six persons) an opportunity to own Common
Stock of the Company and to provide incentives for such persons
to promote the financial success of the Company.
Awards granted under the Plans may be "incentive stock options",
as defined in Section 422 of the Internal Revenue Code, as amended
("IRC"), "nonqualified stock options", or shares of Common Stock
subject to terms and conditions set by the Board of Directors
("restricted stock awards"). Incentive stock options may be granted
only to full-time employees (including officers) of the Company or
its subsidiaries. Nonqualified options and restricted stock awards
may be granted to any person employed by or performing services
for the Company or its subsidiaries, including directors.
Incentive stock options are subject to certain limitations
prescribed by the Internal Revenue Code of 1986, as amended,
including the requirement that such options may not be granted to
employees who own more than 10% of the combined voting power of
all classes of voting stock (a "principal shareholder") of the
Company, unless the option price is at least 110% of the fair
market value of the Common Stock subject to the option. In
addition, an incentive stock option granted to a principal
shareholder may not be exercisable more than five years from its
date of grant. The Board of Directors of the Company (or a
committee designated by the Board) otherwise generally has
discretion to set the terms and conditions of options and
restricted stock awards, including the term, exercise price, and
vesting conditions, if any, to select the persons who receive
such grants and awards; and to interpret and administer the
Plans.
No restricted stock awards have been granted under the
Plans.
CERTAIN TRANSACTIONS
On July 7, 1997, the Company entered into a joint venture
with Healthy Connections Management Services, Inc. ("Healthy
Connections") which provides home health care to high-risk
obstetrical patients. Mr. Charles N. Hunziker, Vice President of
the Company, has a forty- percent ownership interest in the joint
venture. Any profits are split on a fifty- percent basis between
the Company and Healthy Connections.
For certain other transactions with related parties, see
"Compensation Committee Interlocks and Insider Participation"
below.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hoover, Dalton and Deutsch served as members of the
Company's Compensation Committee during the 1997 fiscal year.
While Mr. Hoover is Chairman of the Board, no member is an officer
or former officer of the Company.
The Company, through its management services division,
provides management services for the hospital-based home health
agency of Monroe County Hospital ("Monroe"), Monroeville,
Alabama, managed by a subsidiary of Quorum Health Group, Inc.
("Quorum"), of which James E. Dalton, Jr., a director of the
Company, is President and Chief Executive Officer. Welsh Carson
is also a principal shareholder of Quorum. Pursuant to the
agreement, the Company provides management services for the
hospital-based home health agency of Monroe in consideration of a
payment by Monroe of a specified amount per reimbursed Medicare
home care visit. The agreement was negotiated on an arms-length
basis. The term of the agreement is three years, terminable by
either party for cause upon ninety days' notice.
In September 1995, the Company entered into a management
services agreement with Midlands Community Hospital ("Midlands"),
Papillion, Nebraska, which is also owned and operated by Quorum.
The agreement was negotiated on an arms-length basis, and the
services to be provided by the Company are generally the same as
described for the agreement with Monroe. In consideration of
such services, Midlands pays the Company a specified amount for
each reimbursed Medicare visit. The term of the agreement is
three years, terminable without cause by either party on ninety
days' notice or "for cause" as defined, upon thirty days' notice.
In October 1995, the Company entered into a management
service agreement with Abbeville County Memorial Hospital,
Abbeville, South Carolina, which is managed by Quorum. The
agreement was negotiated on an arms-length basis, and the
services to be provided by the Company are generally the same as
described for in the agreement with Monroe. In consideration of
such services, Abbeville pays the Company a specified amount for
each reimbursed Medicare visit. The term of the agreement is
three years, terminable with cause upon thirty days' notice.
In September 1996, the Company entered into an agreement
with Inland Hospital, Waterville, Maine, which is managed by
Quorum. The agreement was negotiated on an arms-length basis,
and the services to be provided by the Company are generally the
same as described for the agreement with Monroe. In
consideration for such services, Inland pays the Company a
specified amount for each reimbursed Medicare visit. The term of
the agreement is three years, terminable with cause upon thirty
days' notice.
In February 1997, the Company entered into two management
service agreements. One was with Metro Health Center, Erie,
Pennsylvania (Quorum managed) and the second with Barberton
Citizens Hospital, Barberton, Ohio (Quorum owned). Both
contracts were negotiated on an arms-length basis, and the
services to be provided by the Company are generally the same as
described for the agreement with Monroe. In consideration for
such services, both Metro and Baberton pay the Company a
specified amount for each reimbursed Medicare visit. The terms
of the agreements are each three years, terminable with cause
upon thirty days' notice.
In September 1997, the Company entered into a management
service agreement with Calais Regional Hospital, Calais, Maine,
which is managed by Quorum. The agreement was negotiated on an
arms-length basis, and the services to be provided by the Company
are generally the same as described for the agreement with
Monroe. In consideration for such services, Calais pays the
Company a specified amount for each reimbursed Medicare visit.
The term of the agreement is three years, terminable with cause
upon thirty days' notice.
The revenues derived from the contracts with Monroe,
Midlands, Abbeville, Inland, Metro, Baberton, and Calais are not
material to the Company's results of operations and the terms of
such contracts are as favorable to the Company as those that
could have been obtained at the same time for unaffiliated
parties.
REPORT ON EXECUTIVE COMPENSATION
AND REPRICING OF STOCK OPTIONS
The Compensation Committee has provided the following
report:
On May 22, 1997 the Board voted to reprice the stock options
granted to Daniel J. Kohl and Fred C. Follmer. The options were
repriced because the granted options were priced too high to be
considered an incentive.
The compensation policies of the Company have been developed
to link the compensation of executive officers with the
development of enhanced value for the Company's shareholders.
Through the establishment of both short-term and long-term
incentive plans and the use of base salary and performance bonus
combinations, the Company seeks to align the financial interests
of its executive officers with those of its shareholders.
PHILOSOPHY AND COMPONENTS
In designing its compensation programs, the Company follows
its belief that compensation should reflect both the Company's
recent performance and the value created for shareholders, while
also supporting the broader business strategies and long-range
plans of the Company. In doing so, the compensation programs
reflect the following general characteristics:
- -- The Company's financial performance and, in particular, that
of the individual.
- -- An annual incentive arrangement that generates a portion of
compensation based on the achievement of specific
performance goals in relation to the Company's internal
budget and strategic initiatives, with superior performance
resulting in enhanced total compensation.
The Company's executive compensation is based upon the
components listed below, each of which is intended to serve the
overall compensation philosophy:
BASE SALARY. Base salary is intended to be set at a level
that approximates the competitive amounts paid to executive
officers of similar businesses in structure, size, and industry
orientation. Competitive amounts are determined informally
through a review of published compensation surveys and proxy
statements of other companies, including some, but not all, of
the companies in the peer group selected for purposes of the
stock performance graph set forth elsewhere in this Proxy
Statement.
INCENTIVE COMPENSATION. In accordance with the Company's
philosophy of tying a substantial portion of the overall
compensation of its executive officers to the achievement of
specific performance goals, an incentive plan is developed for
the executive officers. The Company's incentive plans are
designed to reward superior performance with total compensation
above competitive levels. On the other hand, if performance
goals are not achieved and the Company suffers as a result,
compensation of affected executive officers may fall below
competitive levels.
STOCK OPTIONS. The Company periodically considers awards to
its executive officers of stock options granted under the terms
of its Stock Option Plans. Options are awarded to selected
executive officers and other persons in recognition of
outstanding contributions they may have made (or are being
motivated to make) to the Company's growth, development, or
financial performance. The awarding of options is designed to
encourage ownership of the Company's Common Stock by its
executive officers, thereby aligning their personal interests
with those of our shareholders.
The Compensation Committee reviews and determines the
compensation of the executive officers of the Company with this
philosophy on compensation as its basis. While promoting
initiative and providing incentives for superior performance on
behalf of the Company for the benefit of its shareholders, the
Compensation Committee also seeks to assure that the Company is
able to compete for and retain talented personnel who will lead
the Company in achieving levels of growth and financial
performance that will enhance shareholder value over the long-
term as well as short-term.
- -- CEO COMPENSATION
Effective March 11, 1997, the Company entered into an
employment agreement with Mr. Kohl to provide for his continued
service as President and Chief Executive Officer for a term that
extends to March 11, 2000, and is renewable for successive one-
year terms thereafter unless either party chooses not to renew.
Details about the agreement are provided under "Executive
Compensation--Employment Agreement and Severance Agreements",
above.
The Compensation Committee believes that the compensation
terms of Mr. Kohl's employment agreement are consistent with and
reflect the Company's executive compensation philosophy. The
base salary provided to Mr. Kohl is consistent with what the
Compensation Committee believes is the norm in the Company's
industry, and the opportunities for bonus compensation are tied
to the Company's performance in terms of value to its
shareholders. Additionally, the options that have been granted
to Mr. Kohl are subject to long-term vesting.
James B. Hoover * James E. Dalton, Jr. * Howard R. Deutsch
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage
change in the cumulative total shareholder return on the
Company's Common Stock against the cumulative total return of The
Nasdaq Stock Market (U.S.) and the cumulative total return for a
group of companies consisting of Apria Healthcare Group, Inc.,
American Homepatient, Inc., Home Health Corp. of America, Inc.,
Interim Services, Inc., Lincare Holdings, Inc., Olsten Corp.,
Pediatric Services of America, Inc., and Rotech Medical Corp.,
for the period commencing on April 4, 1996, the date that the
Company's Common Stock became publicly traded, and ended on June
30, 1997.
COMPARISON OF 6 MONTH CUMULATIVE TOTAL RETURN (1)
[graph appears here]
Cumulative Total Return
4/04/96 6/30/96 6/30/97
Housecall Medical Resources, Inc. 100 120 24
Peer Group 100 101 80
NASDAQ-Stock Market - US 100 107 130
(1) Graph reflects $100 invested on April 4, 1996 and the reinvestment
of any dividends in (i) Company Common Stock, (ii) the common stocks
of the group of companies identified above that have been selected
by the Company as its peers, and (iii) the Nasdaq Stock Market (U.S.
Companies) index.<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee,
appoints each year the firm that will serve as the Company's independent
public accountants. The Board has appointed Ernst & Young LLP, which
firm served as independent public accountants for the Company during the
past fiscal year, to serve as such accountants for the current fiscal
year. Such appointment is not subject to ratification or other vote by
the shareholders.
A representative of Ernst & Young is expected to be present at the
Annual Meeting, with the opportunity to make a statement if he or she
desires to do so, and is expected to be available to respond to
appropriate questions.
SHAREHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder who wishes to present a proposal appropriate for
consideration at the Company's 1998 Annual Meeting of Shareholders must
submit the proposal in proper form to the Company at its address set
forth on the first page of this Proxy Statement no later than July 8,
1998, in order for the proposal to be considered for inclusion in the
Company's proxy statement and form of proxy relating to such Annual
Meeting.
OTHER MATTERS
All of the expenses involved in preparing, assembling, and mailing
this Proxy Statement and the materials enclosed herewith and soliciting
proxies will be paid by the Company. It is estimated that such costs
will be nominal. The Company may reimburse banks, brokerage firms and
other custodians, nominees, and fiduciaries for expenses reasonably
incurred by them in sending proxy materials to beneficial owners of
stock. The solicitation of proxies will be conducted primarily by mail
but may include telephone, telegraph, or oral communications by
directors, officers, or regular employees of the Company, acting without
special compensation.
The Board of Directors is aware of no other matters, except for
those incidental to the conduct of the Annual Meeting, that are to be
presented to shareholders for formal action at the Annual Meeting. If,
however, any other matters properly come before the Annual Meeting or any
postponement, adjournment, or adjournments thereof, it is the intention
of the persons named in the proxy to vote the proxy in accordance with
their judgment.
Shareholders are urged to fill in, date, and sign the accompanying
form of proxy and return it to the Company as soon as possible.
BY ORDER OF THE BOARD OF DIRECTORS,
Fred C. Follmer
SECRETARY
<PAGE>
HOUSECALL MEDICAL RESOURCES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 20, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received notice of the Annual Meeting of
Shareholders and revoking all prior proxies, hereby appoints Daniel J.
Kohl and Fred C. Follmer, and each of them, attorneys or attorney of the
undersigned, with full power of substitution in each of them, for and in
the name of the undersigned, to attend the Annual Meeting of Shareholders
of Housecall Medical Resources, Inc. (the "Company") to be held Thursday,
November 20, 1997 at 1:00 p.m., Eastern Time, and any postponement or
adjournment thereof, and to vote and act upon the following matters in
respect of all shares of common stock of the Company that the undersigned
would be entitled to vote or act upon, with all powers the undersigned
would possess, if personally present:
1. ELECTION OF DIRECTORS:
To re-elect each of the following nominees, as a director of
the Company, for a term of one year:
Daniel J. Kohl James B. Hoover Howard R. Deutsch
James E. Dalton, Jr. Andrew M. Paul R. Dale Ross
/ / FOR / / WITHHOLD AUTHORITY
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE, WRITE HIS NAME BELOW. TO VOTE FOR OR WITHHOLD AUTHORITY FOR
ALL NOMINEES, MARK THE APPROPRIATE BOX.)
--------------------------------------------------------------
2. TO APPROVE THE EMPLOYEE STOCK PURCHASE PLAN
/ / AUTHORITY GRANTED / / AUTHORITY WITHHELD
3. TO VOTE, IN THE PROXIES' DISCRETION, UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR
ADJOURNMENT THEREOF.
/ / AUTHORITY GRANTED / / AUTHORITY WITHHELD
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
<PAGE>
The shares represented by this proxy will be voted as directed by the
undersigned and as indicated herein. IF NO DIRECTION IS GIVEN WITH
RESPECT TO THE ELECTION OF DIRECTORS OR THE DISCRETIONARY AUTHORITY OF
THE PROXIES TO VOTE UPON OTHER PROPER BUSINESS, THIS PROXY WIL BE VOTED
FOR SUCH ELECTION, AND THE PROXIES, IN THEIR DISCRETION, WILL VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
POSTPONEMENT OR ADJOURNMENT THEREOF.
Attendance of the undersigned at the meeting or any postponement or
adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate at such meeting the intention of
the undersigned to vote such shares in person.
Dated:______________________, 1997
BE SURE TO DATE THE PROXY
-----------------------------------
SIGNATURE
IF SHARES ARE HELD BY MORE THAN ONE OWNER, EACH
MUST SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, AND OTHERS SIGNING IN A REPRESENTATIVE
CAPACITY SHOULD GIVE THEIR FULL TITLES.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. PLEASE SIGN ABOVE AND RETURN IN THE
ENCLOSED POSTAGE PAID ENVELOPE
