<PAGE>
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 Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Reality Interactive, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
REALITY INTERACTIVE, INC.
Suite 400
7500 Flying Cloud Drive
Eden Prairie, MN 55344
April 20, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Reality Interactive, Inc., to be held at 3:00 p.m. on Thursday, May 21, 1998, at
the AmeriSuites, 11369 Viking Drive, Eden Prairie, Minnesota.
Information about the business of the meeting and the nominees for election
as members of the Board of Directors is set forth in the formal meeting notice
and the proxy statement on the following pages.
We hope you can attend the meeting. However, if you will not be able to
join us, we urge you to exercise your right as a shareholder and vote. The vote
of every shareholder is important, and your prompt cooperation in completing,
signing and returning the enclosed proxy will be appreciated.
Sincerely,
/s/ Paul J. Wendorff
Paul J. Wendorff
Chairman, President and Chief Executive Officer
<PAGE>
REALITY INTERACTIVE, INC.
Suite 400
7500 Flying Cloud Drive
Eden Prairie, MN 55344
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 21, 1998
TO THE SHAREHOLDERS OF REALITY INTERACTIVE, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Reality
Interactive, Inc. will be held at 3:00 p.m. on Thursday, May 21, 1998, at the
AmeriSuites, 11369 Viking Drive, Eden Prairie, Minnesota, for the following
purposes:
1. To elect a Board of Directors.
2. To ratify the selection of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998.
3. To consider and act upon any other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 17, 1998 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE IN ORDER TO
SAVE ANY FURTHER SOLICITATION EXPENSE. IF YOU LATER DESIRE TO REVOKE YOUR
PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.
By Order of the Board of Directors,
/s/ Wesley W. Winnekins
Wesley W. Winnekins
Secretary
Dated: April 20, 1998
<PAGE>
REALITY INTERACTIVE, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Reality Interactive, Inc. for use at the
Annual Meeting of Shareholders of the Company to be held at 3:00 p.m. on
Thursday, May 21, 1998, at the AmeriSuites, 11369 Viking Drive, Eden Prairie,
Minnesota, and at any adjournment thereof. Shares represented by a proxy will
be voted in the manner directed by a shareholder. If no direction is made, the
proxy will be voted FOR the proposals set forth in this Proxy Statement. This
Proxy Statement and the accompanying form of proxy are being sent or given to
shareholders beginning on or about April 20, 1998 along with the Company's 1997
Annual Report to Shareholders.
Only shareholders of record at the close of business on April 17, 1998 are
entitled to notice of and to vote at the meeting or at any adjournment thereof.
On April 17, 1998, there were 4,677,407 shares of Common Stock of the Company
outstanding. Each share is entitled to one vote. Cumulative voting is not
permitted. Shares voted as abstentions on any matter (or a "withhold vote for"
as to a director) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum at the meeting and as
unvoted, although present and entitled to vote, for purposes of determining the
approval of each matter as to which the shareholder has abstained. If a broker
submits a proxy that indicates the broker does not have discretionary authority
as to certain shares to vote on one or more matters, those shares will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to such matters. A shareholder
giving the enclosed proxy may revoke it at any time prior to its use by giving
written notice of such revocation to the Company at least five days prior to the
meeting or to the Secretary at the meeting.
The Board of Directors knows of no matters other than those described in
this Proxy Statement that may be brought before the meeting. However, if any
other matters are properly brought before the meeting, persons named in the
enclosed proxy or their substitutes will vote in accordance with their best
judgment on such matters.
All expenses in connection with the solicitation of proxies will be paid by
the Company. In addition to solicitation by mail, officers, directors and
regular employees of the Company who will receive no extra compensation for
their services, may solicit proxies by telephone, facsimile or personal calls.
A representative of Price Waterhouse LLP will be present at the Annual
Meeting to respond to appropriate questions and will make a statement if such
representative desires to do so.
1
<PAGE>
PROPOSAL NUMBER ONE - ELECTION OF DIRECTORS
It is the intention of the Company's management that the shares represented
by proxy, unless otherwise indicated thereon, be voted for the election of
Messrs. Wendorff, Eibensteiner and Bernards (the "Nominees"), each of whom has
consented to serve as a Director of the Company if so elected, and to hold
office until the next regular meeting of the shareholders.
Absent other instructions, the proxies will be voted FOR each of the
Nominees. If at the time of the Annual Meeting any Nominee shall have become
unable to serve as a Director for any reason, which event is not expected to
occur, the proxies will be voted for such nominees, if any, as shall be
designated by the Board of Directors.
Information regarding the Directors of the Company is set forth below:
<TABLE>
<CAPTION>
Name Age Offices
---- --- -------
<S> <C> <C>
Paul J. Wendorff 44 Chairman of the Board, President and
Chief Executive Officer
Ronald E. Eibensteiner* 47 Director
James A. Bernards* 51 Director
</TABLE>
- --------------------------------
* Denotes a member of the Compensation and Audit Committees
PAUL J. WENDORFF has served as the Company's Chairman of the Board,
President and Chief Executive Officer since the Company's inception in May 1994.
From December 1990 to May 1994, he served as Director of Strategic Markets for
Fourth Shift Corporation. From November 1983 to December 1990, he was Manager
of Mid Range Software for Management Science America, Inc. Prior to that he
served in various sales management positions for the American Hospital Supply
Corporation between December 1976 and November 1983.
RONALD E. EIBENSTEINER has served as a director of the Company since its
inception in May 1994. He has been involved in the formation of several
technology companies and, as President of Wyncrest Capital, Inc., has been a
seed investor in numerous development stage companies. He is a director of IVI
Publishing, Inc., an Internet publisher of health and wellness information for
the consumer marketplace; IntraNet Solutions, Inc., an intranet based document
management company; and currently serves as Chairman of OneLink Communications,
an interactive voice response provider to the telecommunications industry. He
was also Chairman of Prodea Software Corporation, a data warehousing software
company, until its sale to Platinum TECHNOLOGY, INC. in January 1996.
JAMES A. BERNARDS has served as a director of the Company since July 1994.
He also is President of Facilitation, Inc., a provider of business and financial
consulting services. From 1981 to 1993 he was President of the accounting firm
Stirtz, Bernards & Co. He has been President of Brightstone Capital, Ltd., a
venture capital fund, since 1986, and is a director of Health Fitness
Corporation, a provider of preventative and rehabilitative healthcare services,
and FSI International, Inc., a developer, manufacturer and marketer of products
used in the technology areas of microlithography, surface conditioning and
chemical management.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK REPRESENTED AT THE MEETING IS REQUIRED FOR THE ELECTION OF THE NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
2
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
During the fiscal year ended December 31, 1997, the Board of Directors met
five times. All of the incumbent directors attended at least 75% of the
meetings of the Board of Directors and meetings of the committees on which they
served. The Board of Directors and its committees also act from time to time by
written consent in lieu of meetings.
The Board of Directors of the Company has standing audit and compensation
committees which have a current membership as indicated in the foregoing
section. The Board of Directors has no standing nominating committee.
The Audit Committee makes recommendations as to the selection of auditors
and their compensation, and reviews with the auditors the scope of the annual
audit, matters of internal control and procedure and the adequacy thereof, the
audit results and reports and other general matters relating to the Company's
accounts, records, controls and financial reporting. There was no formal
meeting of the Audit Committee during fiscal 1997.
The Compensation Committee reviews and recommends to the Board of Directors
the compensation guidelines for executive officers. There was no formal meeting
of the Compensation Committee during fiscal 1997.
Outside directors did not receive compensation during 1997 for serving on
the Board of Directors. Directors who are also employees of the Company do not
receive any additional compensation for serving on the Board of Directors.
3
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Offices
---- --- -------
<S> <C> <C>
Paul J. Wendorff 44 President, Chief Executive Officer
Wesley W. Winnekins 36 Chief Financial Officer, Vice President of
Operations
Andrew R. Keith 41 Vice President of Marketing
Bruce W. Fischer 52 Director of Product Management
</TABLE>
See the biographical information for Mr. Wendorff under "Election of
Directors."
WESLEY W. WINNEKINS, a certified public accountant, has served as the
Company's Chief Financial Officer since June 1995 and as the Company's Secretary
since January 1996. From June 1993 to May 1995, he was the Director of
Operations/Controller at Ruth Stricker's Fitness Unlimited, Inc. From November
1991 to June 1993, he served as the Accounting Manager for Fourth Shift
Corporation, and from September 1990 to October 1991, he served as the Corporate
Controller for Authorware, Inc. From June 1985 to September 1987, he served as
an auditor for Arthur Andersen & Co.
ANDREW R. KEITH has served as the Company's Director of Marketing since May
1995. From October 1992 to April 1995, he served as National Marketing Manager
for Ideal Learning/Lifetouch Inc. ("Lifetouch"). From May 1992 to October 1992,
he was a principal and co-founder of Mediapros Ltd., a company subsequently
acquired by Lifetouch, and from December 1989 to April 1992, he was Product
Marketing Manager for Authorware, Inc. From September 1984 to November 1989, he
was Manager of Marketing Communications for Crossfield News Publishing Systems.
BRUCE W. FISCHER has served as the Company's Director of Business
Development Since June 1994. From December 1989 to June 1994, he served as a
marketing Product Manager for Fourth Shift Corporation. From September 1987 to
December 1989, he was a manager at Options Group, Inc., and from January 1981 to
September 1987, he was Senior Industry Consultant for Management Science
America.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than 10% of the
Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
For the month of February 1997, the statement of changes in beneficial
ownership (Form 4) for each of Messrs. Wendorff and Eibensteiner were submitted
after the required deadline. The Company believes that all other Section 16(a)
filing requirements were met in a timely manner for the fiscal year ending
December 31, 1997.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation awarded to or earned in
fiscal years 1995, 1996 and 1997 by the Company's Chief Executive Officer. No
other executive officer of the Company earned salary and bonus in excess of
$100,000 during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Fiscal ---------------------- -------------
Name Year Salary (1) Bonus Options (2)
- ----- ---- ---------- -------- -------------
<S> <C> <C> <C> <C>
Paul J. Wendorff 1997 $125,000 -- 105,000
President and Chief Executive Officer 1996 115,333 $15,000 75,000
1995 84,000 -- 30,000
</TABLE>
- -----------------------
(1) The current annual salary of Mr. Wendorff is $135,000.
(2) In 1995, Mr. Wendorff was granted an option to purchase 30,000 shares of
Common Stock at an exercise price of $1.98 per share. This option was
canceled in December 1997 in connection with a Board of Director approved
repricing of employee stock options and, simultaneously, an option to
purchase 30,000 shares of Common Stock at an exercise price of $1.00 per
share was granted to Mr. Wendorff. This option shall vest in equal monthly
installments during the four years following the date of grant. In 1996,
Mr. Wendorff was granted an option to purchase 75,000 shares of Common
Stock at an exercise price of $4.54 per share. This option was canceled in
March 1997 and, simultaneously, an option to purchase 75,000 shares of
Common Stock at an exercise price of $.89 per share was granted to Mr.
Wendorff. This option shall become 100% vested on the fifth anniversary of
the date of grant, but may vest earlier if certain performance objectives
are achieved. As of December 31, 1997, none of these performance
objectives had been met.
The following table summarizes the options granted to the executive officer
named in the Summary Compensation Table in 1997.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
Number of Securities Percent of Total Options
Underlying Options Granted to Employees Exercise Expiration
Name Granted in Fiscal 1997 Price Date
- ----- -------------------- ------------------------ --------- ----------
<S> <C> <C> <C> <C>
Paul J. Wendorff 75,000 13% $0.89 3/5/02
30,000 5% $1.00 12/1/02
</TABLE>
No options were exercised by the executive officer named in the Summary
Compensation Table during fiscal year 1997.
5
<PAGE>
The following table summarizes the number of unexercised options held by
the executive officer named in the Summary Compensation Table as of December 31,
1997.
<TABLE>
<CAPTION>
OPTION VALUES AT DECEMBER 31, 1997
Number of Unexercised Value of Unexercised
Options at End of In-the-Money Options
Fiscal 1997 at End of Fiscal 1997 (1)
--------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Paul J. Wendorff -- 135,000 $-- $--
</TABLE>
- ----------------------
(1) Value is based on the difference between the closing price of the Company's
Common Stock of $0.25 as reported by the The Nasdaq Stock Market-SM- on
December 31, 1997 and the option exercise price per share multiplied by the
number of shares subject to the option. No options were in-the-money as of
December 31, 1997.
REPORT ON OPTION REPRICING
During 1997, after a significant decrease in the price of the Company's
Common Stock, the Board of Directors determined that options to purchase an
aggregate of 135,000 shares of Common Stock granted to Mr. Wendorff pursuant to
the Company's 1994 Stock Incentive Plan, as amended (the "1994 Plan"), no longer
provided a perceived meaningful incentive to Mr. Wendorff as initially intended.
In light of the Company's financial performance in 1997 and the Compensation
Committee's desire to provide meaningful incentives to the Company's executive
officers, the Board of Directors canceled options to purchase a total of 135,000
shares held by Mr. Wendorff and regranted to Mr. Wendorff options to purchase
the same number of shares as described below and at an exercise price equal to
the Common Stock's closing price on the Nasdaq SmallCap Market on the date of
grant.
In 1994, Mr. Wendorff was granted an option to purchase 30,000 shares of
Common Stock at an exercise price of $1.98 per share. This option was
canceled in December 1997 and, simultaneously, an option to purchase 30,000
shares of Common Stock at an exercise price of $1.00 per share was granted to
Mr. Wendorff. This option shall vest in equal monthly installments during the
four years following the date of grant. In 1995, Mr. Wendorff was granted an
option to purchase 30,000 shares of Common Stock at an exercise price of
$1.98 per share. This option was canceled in December 1997 and,
simultaneously, an option to purchase 30,000 shares of Common Stock at an
exercise price of $1.00 per share was granted to Mr. Wendorff. This option
shall vest in equal monthly installments during the four years following the
date of grant. In 1996, Mr. Wendorff was granted an option to purchase
75,000 shares of Common Stock at an exercise price of $4.54 per share. This
option was canceled in March 1997 and, simultaneously, an option to purchase
75,000 shares of Common Stock at an exercise price of $.89 per share was
granted to Mr. Wendorff. This option shall become 100% vested on the fifth
anniversary of the date of grant, but may vest earlier if certain performance
objectives are achieved. As of December 31, 1997, none of the performance
objectives had been met.
6
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of February 28, 1998 by:
(i) each director of the Company, (ii) each executive officer of the Company
named in the Summary Compensation Table, (iii) all directors and executive
officers of the Company as a group and (iv) each person or entity known by the
Company to own beneficially more than 5% of the Company's Common Stock. Unless
noted below, the address of each of the following shareholders is the same as
the Company.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
--------------------------------
Name Shares Percent
---- ----------- ----------
<S> <C> <C>
Perkins Capital Management, Inc.(2)................... 1,334,850 25.2%
730 E. Lake Street
Wayzata, Minnesota 55391
Paul J. Wendorff...................................... 584,964 12.5
The Perkins Opportunity Fund(3)....................... 550,000 11.1
730 E. Lake Street
Wayzata, Minnesota 55391
Ronald E. Eibensteiner(4)............................. 483,288 10.1
Suite 1860, Midwest Plaza
801 Nicolett Mall
Minneapolis, Minnesota 55402
Brightstone Funds(5).................................. 253,195 5.3
7200 Metro Blvd.
Edina, Minnesota 55439
James A. Bernards(6).................................. -- --
All directors and executive officers
as a group (5 persons)(7).......................... 1,118,702 23.3
</TABLE>
- ----------------------
(1) Shares of Common Stock subject to options or warrants currently exercisable
or exercisable within 60 days of February 28, 1998 are deemed to be
outstanding for purposes of computing the percentage of shares beneficially
owned by the person holding such options or warrants, but are not deemed to
be outstanding for purposes of computing such percentage for any other
person. Except as indicated by footnote, the persons named in the table
above have the sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them.
(2) Includes 614,150 shares of Common Stock subject to warrants.
(3) Includes 275,000 shares of Common Stock subject to warrants. Perkins
Capital Management, Inc. serves as investment advisor to The Perkins
Opportunity Fund, and holds voting and dispositive power over such shares.
Perkins Capital Management, Inc. disclaims beneficial ownership in such
shares.
(4) Includes 375,600 shares of Common Stock and 107,688 shares of Common Stock
subject to warrants and options owned in each case by Wyncrest Capital,
Inc., an investment fund controlled by Mr. Eibensteiner.
(5) Includes 111,111 shares of Common Stock held by Brightstone Fund V; 68,975
shares of Common Stock and 43,109 shares of Common Stock subject to
warrants held by Brightstone Fund VI; and 30,000 shares of Common Stock
subject to options held by Brightstone Capital, Ltd. Brightstone Capital,
Ltd. is the general partner of Brightstone Fund V and Brightstone Fund VI.
(6) Excludes an aggregate of 253,195 shares held by Brightstone Capital, Ltd.,
Brightstone Fund V and Brightstone Fund VI. See Note 5 above. Mr.
Bernards is the President of Brightstone Capital, Ltd. Mr. Bernards
disclaims beneficial ownership of such shares.
(7) See Notes 2 through 7 above. Includes an additional 36,325 shares of
Common Stock and 14,125 shares of Common Stock subject to options held by
officers not listed in the above table.
7
<PAGE>
PROPOSAL NUMBER TWO - RATIFY APPOINTMENT OF AUDITORS
The Board of Directors has appointed Price Waterhouse LLP as the Company's
independent auditors for the year ending December 31, 1998, and recommends that
the shareholders ratify that appointment. Price Waterhouse LLP has no
relationship with the Company other than that arising from its employment as
independent auditors. Representatives from Price Waterhouse LLP will be present
at the Annual Meeting. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from shareholders.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK REPRESENTED AT THE MEETING IS REQUIRED TO RATIFY THIS APPOINTMENT. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THIS APPOINTMENT.
PROPOSALS FOR THE NEXT ANNUAL MEETING
According to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, a shareholder may require that certain proposals suggested by
the shareholder be voted upon at a shareholder meeting. Information concerning
any such proposal may be submitted to the Company for inclusion in the Company's
proxy statement. Any such proposal to be considered at the Company's Annual
Meeting of shareholders to be held in 1999 should be submitted to the Company on
or before December 21, 1998.
By Order of the Board of Directors,
/s/ Wesley W. Winnekins
Wesley W. Winnekins
Secretary
April 20, 1998
8
<PAGE>
PROXY
REALITY INTERACTIVE, INC.
ANNUAL MEETING OF SHAREHOLDERS -- MAY 21, 1998
The undersigned hereby appoints Paul J. Wendorff and Wesley W. Winnekins
(the "Proxies"), each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of Reality Interactive, Inc., held of record by the undersigned on
April 17, 1998, at the ANNUAL MEETING OF SHAREHOLDERS to be held on May 21,
1998, or any adjournment thereof.
(1) ELECTION OF / / FOR all nominees / / WITHHOLD AUTHORITY
DIRECTORS: (except as marked below) to vote for nominees
PAUL J. WENDORFF RONALD E. EIBENSTEINER JAMES A. BERNARDS
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
(2) The proposal to ratify and approve the appointment of Price Waterhouse LLP
as the Company's independent auditor.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM THE OTHER SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED IN
FAVOR OF THE PROPOSALS.
Dated: , 1998
----------------------------
Signed:
-----------------------------------
Signature of Shareholder
Signed:
-----------------------------------
Signature of Shareholder (if held
jointly)
Please vote, date and sign this proxy as
your name is printed hereon. When signing
as attorney, executory administrator,
trustee, guardian, etc. give full title as
such. If the stock is held jointly, each
owner should sign. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE VOTE, DATE AND SIGN THIS PROXY PROMPTLY. A RETURN ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE.
