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
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE JUDGE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required per Exchange Act Rule 14a-6(i)(2)
/ / 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:(1)
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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
THE JUDGE GROUP, INC.
Two Bala Plaza, Suite 405
Bala Cynwyd, Pennsylvania 19004
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
June 6, 1997
-------------
May 5, 1997
To the Shareholders:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of The Judge Group, Inc., which will be held at 10:00 a.m. on
Friday, June 6, 1997, at the Company's corporate headquarters, Two Bala Plaza,
Suite 405, Bala Cynwyd, Pennsylvania, for the following purposes:
1. To elect the Board of Directors;
2. To ratify the appointment of Rudolph, Palitz LLP as the Company's
independent accountants for the 1997 fiscal year; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 1, 1997
as the record date for the determination of the shareholders of record entitled
to notice of, and to vote at, the Annual Meeting and any adjournments thereof.
The Company's Annual Report for fiscal 1996 is enclosed.
WHETHER OR NOT YOU PLAN TO ATTEND THE 1997 ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY OR PROXIES IN
THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
RETURNING YOUR PROXY CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE
MEETING AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
KATHARINE A. WIERCINSKI
Secretary
<PAGE>
The Judge Group, Inc.
Two Bala Plaza, Suite 405
Bala Cynwyd, Pennsylvania 19004
------------------
PROXY STATEMENT
-------------------
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of The Judge Group, Inc., a Pennsylvania
corporation (the "Company"), for use at the 1997 Annual Meeting of Shareholders
scheduled for 10:00 a.m. on Friday, June 6, 1997 at the Company's corporate
headquarters, Two Bala Plaza, Suite 405, Bala Cynwyd, Pennsylvania 19004, and at
any postponements or adjournments thereof. This proxy statement and the
accompanying forms of proxy are first being mailed to shareholders on or about
May 5, 1997.
Shares represented by properly executed proxy cards received by the
Company at or before the meeting will be voted according to the instructions
indicated on the proxy card. Unless contrary instructions are given, the persons
named on the proxy card intend to vote the shares so represented FOR the
election of the nominees for directors named in this proxy statement and FOR the
ratification of Rudolph, Palitz LLP as the Company's independent accountants for
1997. The persons named on the proxy card will vote according to their best
judgment as to any other business which properly comes before the meeting.
Signing and returning the accompanying proxy will not affect a
shareholder's right to attend the Annual Meeting or vote in person. A proxy may
be revoked at any time before it is voted at the meeting by filing with the
Secretary of the Company an instrument revoking it, by a duly executed proxy
bearing a later date or by attending the 1997 Annual Meeting and giving notice
of such revocation. Only shareholders of record at the close of business on May
1, 1997, the record date for the meeting, will be entitled to vote at the Annual
Meeting.
The cost of this proxy statement will be paid by the Company.
Additional solicitation by mail, telephone, telecopy or by personal solicitation
may be conducted by directors, officers and employees of the Company, for which
they will receive no additional compensation. Brokerage houses, fiduciaries and
other nominees holding common shares of the Company as of the record date will
be requested to forward proxy soliciting material to the beneficial owners of
such shares, and will be reimbursed by the Company for their reasonable
expenses.
QUORUM AND OTHER MATTERS
The presence at the 1997 Annual Meeting, in person or by proxy, of the
holders of shares representing a majority of the total number of votes
authorized to be cast by the Company's outstanding common shares at the close of
business on May 1, 1997 is necessary to constitute a quorum. In determining
whether a quorum exists, holders of shares will be treated as being present at
the Annual Meeting if the holders of such shares are present in person or are
represented by valid proxies, whether the proxy cards granting such proxies are
marked as casting a vote or abstaining or are left blank.
-1-
<PAGE>
The affirmative vote of a majority of the votes cast at the meeting is
required for the approval of any other matter to come before the Annual Meeting.
In determining the number of votes cast, shares abstaining from voting and
shares held in street name that are indicated as not being voted due to lack of
discretionary authority, such as a broker non-vote, will not be treated as votes
cast. Shareholders do not have cumulative voting rights.
The Company has one class of outstanding capital stock, common shares,
par value $.01 per share (the "Common Shares"). At the close of business on May
1, 1997, the record date for the Annual Meeting, there were outstanding
13,344,232 Common Shares.
1. ELECTION OF DIRECTORS
The entire Board of Directors (the "Board"), comprised of five
directors, will be elected at the 1997 Annual Meeting. All directors are elected
annually and, if elected, will hold office until the next annual meeting of
shareholders and until the election and qualification of their successors.
Unless contrary instructions are given, the shares represented by the enclosed
proxy will be voted FOR the election of the nominees set forth in the following
table.
Nominees for Election as Directors; Identification of Executive Officers
Each nominee has consented to being named in this proxy statement and
to serve, if elected. If any nominee at the time of his election is unable or
unwilling to serve or is otherwise unavailable for election, and as a result
another nominee is designated by the Board of Directors, the persons named in
the enclosed proxy, or their substitutes, will have discretion and authority to
vote or refrain from voting for such nominee in accordance with their judgment.
The five nominees receiving the highest number of votes cast at the Annual
Meeting will be elected directors. For such purposes, the withholding of
authority to vote, an abstention or the specific direction not to cast a vote,
such as a broker non-vote, will not constitute the casting of a vote in the
election of directors. The following table also sets forth certain information
concerning the Company's executive officers who are not also a director of the
Company.
<TABLE>
<CAPTION>
Director
Name Age Since Principal Occupation and Experience
- ---- --- -------- -----------------------------------
<S> <C> <C> <C>
Martin E. Judge, Jr. 52 1970 Founder; Chief Executive Officer and
Chairman of the Board since 1970. During
fiscal 1996, Mr. Judge was an executive officer
and a director of Judge Imaging Systems, Inc.
("JIS"), a publicly held subsidiary of the
Company that was merged into another wholly-
owned subsidiary of the Company in February
1997 (see "Certain Transactions").
Richard T. Furlano 47 1996 President of the Company's Contract Placement
business since April 1992. Since January 1997
has served as acting President of JIS, a
subsidiary of the Company. From 1990 to
1992, Mr. Furlano was a Regional Sales
Manager for Yorkship Business Supply. He is
the President of the Company and serves on its
Board of Directors. During fiscal 1996, Mr.
Furlano was a director of JIS. Mr. Furlano is
the brother-in-law of Mr. Judge.
-2-
<PAGE>
Director
Name Age Since Principal Occupation and Experience
- ---- --- -------- -----------------------------------
Michael A. Dunn 48 1995 President of the Company's Permanent
Placement business since 1990. From 1980 to
1990, Mr. Dunn served as Executive Vice
President of the Permanent Placement business
from 1980 to 1990, and has also held various
recruiting and managerial positions in that
business since joining the Company in 1973.
Mr. Dunn is an Executive Vice President of the
Company and serves on the Company's Board
of Directors. During fiscal 1997, Mr. Dunn
was a director of JIS.
Randolph J. Angermann 46 1997 Elected to the Board of Directors in April 1997.
Since February 1994, Mr. Angermann has been
the President of Four Seasons Properties Inc., a
real estate investment firm. From 1971 until its
sale to Office Depot, Inc. in February 1994,
Mr. Angermann owned and operated Yorkship
Business Supply, a diversified office products
company.
James C. Hahn 54 1997 Elected to the Board of Directors in April 1997.
Since January 1995, Mr.Hahn has served as
President and Chief Executive Officer of
AutoImage ID, Inc., a company that designs
and manufactures real time recognition systems
using automatic data collection applications.
From July 1991 to January 1994, Mr. Hahn
was the Vice President of Product Marketing
for Gandalf Technologies, a publicly held multi-
national Canadian company that manufactures,
sells and services data communication products
used for computer-to-computer communications.
In addition, from October 1991 to January
1995, Mr. Hahn served as a director of Harbor
Technology, Inc., a data communication and
telemarketing network company.
Officer
Other Executive Officers Age Since Principal Occupation and Experience
- ------------------------ --- ------- ------------------------------------
Katharine A. Wiercinski 36 1990 Vice President of Human Resources for the
Company and each of its subsidiaries since 1990
and Secretary of the Company since 1990. Ms.
Wiercinski has also held various administrative
and managerial positions since joining the
Company in 1981.
Jeffrey J. Andrews 45 1996 Chief Financial Officer of the Company since
May 1996. Mr. Andrews was an independent
financial advisory consultant from September
1995 until May 1996, and served as Controller
for Godwin Pumps of America (a manufacturer
of industrial pumps) from September 1994 to
August 1995. From April 1993 to August 1994,
Mr. Andrews was a Manager for Ernst &
Young, LLP, and prior to that time, was the
President and sole shareholder of Andrews
Associates, an investment banking firm.
</TABLE>
-3-
<PAGE>
The Board of Directors and its Committees
The Board held one meeting during the year ended December 31, 1996.
During fiscal 1996, the Board had one standing committee, the Stock Option
Committee. Effective upon the successful completion of the Company's initial
public offering of its Common Shares in February 1997 (the "Offering") and the
subsequent election to the Board of two independent directors in April 1997, the
Board established two additional standing committees, the Compensation Committee
and the Audit Committee. The Board does not have a standing nominating
committee. The functions of a nominating committee are carried on by the Board
of Directors as a whole.
The Compensation Committee. There was no formal Compensation Committee
in fiscal 1996. During fiscal 1996, all compensation decisions were determined
by the Board. The Board established the Compensation Committee in April 1997 and
elected Messrs. Angermann and Hahn as its members. This committee reviews
categories of compensation levels of the Company's employees and determines
guidelines for future compensation, including incentive compensation.
The Stock Option Committee. Mr. Judge and Mr. Furlano served as the
members of the Stock Option Committee in fiscal 1996. This committee is
authorized to grant options to officers and key employees of the Company
pursuant to the Company's 1996 Incentive Stock Option and Non-Qualified Stock
Option Plan for Key Employees and Directors (the "Stock Option Plan") and
otherwise. This committee held one meeting during fiscal 1996. Effective April
1997, the Board elected Messrs. Angermann and Hahn as the members of the Stock
Option Committee.
The Audit Committee. There was no formal Audit Committee in fiscal
1996. Effective April 1997, the Board established an Audit Committee and elected
Messrs. Judge, Angermann and Hahn as its members. The primary responsibilities
of this committee are to recommend annually the independent public accountants
for appointment by the Board as auditors for the Company, review the scope of
the audit made by the accountants, review the audit reports submitted by the
accountants, conduct such other reviews as the committee deems appropriate and
make reports and recommendations to the Board within the scope of its functions.
Directors' Compensation
In fiscal 1996, the Company's directors, and the directors of each of
the Company's subsidiaries, did not receive any compensation for their services
as directors.
Upon election to the Board in April 1997, Mr. Angermann and Mr. Hahn
(each a "Non-Employee Director" as defined in the Securities Exchange Act of
1934, as amended) each received 10,000 options, 2,500 of which were granted
pursuant to the Company's Stock Option Plan.
-4-
<PAGE>
Pursuant to the Company's Stock Option Plan, each person elected as a
Non-Employee Director at the Annual Meeting will receive a grant of a
Non-Qualified Stock Option (a "NQSO") to purchase 2,500 Common Shares on the
first business day immediately following the date he or she is elected a
director. In addition, on the first business day immediately following each of
the dates on which an incumbent Non-Employee Director is re-elected, he or she
will receive an additional grant of an NQSO to purchase 2,500 additional Common
Shares. The grant of NQSOs to Non-Employee Directors pursuant to the Stock
Option Plan is automatic and neither the Committee nor the Board shall have any
discretionary authority with respect thereto.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's Common Shares and certain other persons
(collectively, "Covered Persons") to file with the Securities and Exchange
Commission and the Nasdaq Stock Market, within specified time periods, initial
reports of ownership, and subsequent reports of changes in ownership, of Common
Shares and certain other securities of the Company. During fiscal 1996, no
Section 16(a) filing requirements were applicable to Covered Persons.
2. RATIFICATION OF ACCOUNTANTS
In the absence of instructions to the contrary, proxies will be voted
in favor of the reappointment of Rudolph, Palitz LLP as independent accountants
of the Company to serve until the next Annual Meeting of Shareholders. The
election of independent accountants by the shareholders is not required by law
or by the Company's By-Laws; however, the Company has decided to submit this
matter to the shareholders and believes that it is good practice to do so. A
majority of the votes cast in favor of the election of Rudolph, Palitz, LLP is
necessary to approve this matter. For such purposes, the withholding of
authority to vote, an abstention or the specific direction not to cast a vote,
such as a broker non-vote, will not constitute the casting of a vote in favor of
the election. If a majority of the votes cast on this matter are not cast in
favor of the election of Rudolph, Palitz LLP, the Company will appoint other
independent accountants as soon as is practical and before the close of 1997.
A representative of Rudolph, Palitz LLP is expected to be present at
the Annual Meeting to make a statement if desired and will be available to
respond to any appropriate questions.
3. OTHER MATTERS
The Board of Directors knows of no matters to be presented for action
at the 1997 Annual Meeting, other than those set forth in the attached Notice.
However, if any other matters should properly come before the meeting or any
adjournments thereof, the proxies solicited hereby will be voted on such
matters, to the extent permitted by the rules of the
-5-
<PAGE>
Securities and Exchange Commission, in accordance with the judgment of the
persons voting such proxies.
ADDITIONAL INFORMATION
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 22, 1997, the beneficial
ownership of the Company's Common Shares by: (i) each person who is known by the
Company to be the beneficial owner of more than 5% of such shares; (ii) each
director and nominee for director of the Company; (iii) each of the Company's
executive officers named in the Summary Compensation Table ("Named Officers");
and (iv) all directors and executive officers of the Company as a group. This
information is based upon public filings and in the case of the Company's
officers and directors, information provided to the Company by such persons.
Common Stock(1)
----------------------------------
Number of Percentage
Name(2) Shares Outstanding
------- --------- -----------
Martin E. Judge, Jr. 6,112,599(3) 45.8%
Michael A. Dunn 1,868,113(4) 14.0%
Richard T. Furlano 55,100 *
Katharine A. Wiercinski 52,600 *
Randolph J. Angermann 20,794 *
James C. Hahn 20,294 *
Jeffrey J. Andrews 0 --
All directors and executive officers
as a group (7 persons) 8,129,500 60.9%
*Less than one percent.
(1) Unless otherwise indicated, beneficial ownership is based on sole voting
and dispositive power with respect to the shares, and shares are held by
the person listed or members of his or her family. Common Shares which the
individual has the right to acquire, upon exercise of options and in
certain other circumstances, are deemed to be outstanding and beneficially
owned by the individual.
(2) Unless otherwise indicated, the address of each person listed in the table
is c/o The Judge Group, Inc., Two Bala Plaza, Suite 405, Bala Cynwyd,
Pennsylvania 19004.
(3) Includes 504,549 shares held by Takema, Ltd., LP, a Delaware limited
partnership ("Takema") of which Mr. Judge is the General Partner.
(4) Includes 261,010 shares held by the Michael A. Dunn Descendants' Trust. Mr.
Dunn has sole dispositive power over the shares held by the Trust.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the
annual and long-term compensation paid or accrued for the Company's Chief
Executive Officer and the Company's
-6-
<PAGE>
other executive officers whose total annual salary and bonus exceeded $100,000
for services rendered to the Company and its subsidiaries during fiscal 1996
("Named Officers").
<TABLE>
<CAPTION>
Annual Compensation(1)
----------------------
All Other
Name Principal Position Year Salary Bonus Compensation
- ---- ------------------ ---- ------ ----- -------------
<S> <C> <C> <C> <C> <C>
Martin E. Judge, Jr. Chief Executive Officer and 1996 $530,524 $0 $63,800
Chairman of the Board
Richard T. Furlano President 1996 $226,736 $54,882 $5,925
Michael A. Dunn Executive Vice President 1996 $266,361 $0 $23,507
Wendy Greenberg-
Marcelli(2) Former Vice President 1996 $103,379 $19,265 $0
</TABLE>
(1) The Company has omitted in the Summary Compensation Table information
concerning the value of perquisites and other personal benefits which, in
the aggregate, do not exceed the lesser of $50,000 or 10% of the total
salary and bonus reported for the named executive officers.
(2) Ms. Greenberg-Marcelli resigned her position as Vice President of the
Company and President and Director of JIS in January 1997.
Employment Agreements
The Company does not have employment agreements with any Named
Officers. The Company does, however, require that all key employees execute
confidentiality and one-year post-termination non-competition agreements.
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, decisions concerning compensation of executive
officers were made by the Board of Directors, which was comprised of Mr. Judge,
Chairman of the Board and Chief Executive Officer; Mr. Furlano, President; Mr.
Dunn, Executive Vice President of the Company and Mr. Arthur Kania. Effective
April 1997, Messrs. Angermann and Hahn were elected as members of the
Compensation Committee.
Certain Transactions
Effective February 20, 1997, any transactions between the Company and
related parties will be subject to the review and approval of its Audit
Committee or a comparable committee consisting of a majority of disinterested
parties.
As of September 3, 1996 each of Mr. Judge and Mr. Dunn and his wife
executed personal guaranties of the Company's obligations under its line of
credit and term loan with Midlantic Bank, N.A., to enable the Company to obtain
the line of credit and term loan. The amount outstanding under the line of
credit at December 31, 1996 was $9,210,795. Mr. Judge and Mr. and Mrs. Dunn were
released from these guaranties following the completion of the Offering.
-7-
<PAGE>
As of December 31, 1996, the Company owed an aggregate of approximately
$95,862 to Mr. Judge. These loans were unsecured and due upon demand and bore
interest at various rates (from prime plus 1% to a fixed rate of 12%). The
Company paid the interest related to these loans directly to the commercial
banks from which Mr. Judge borrowed the funds on behalf of the Company. As of
December 31, 1996, Mr. Judge owed the Company $398,605. This loan, which
represents advances for personal expenditures paid by the Company, was due upon
demand, unsecured and non-interest bearing, and was repaid at the closing of the
Offering on February 20, 1997.
As of December 31, 1996, the Company had advanced $133,350 to Judge
Financial Group, a personal financial advisory company, which is owned by Dennis
Judge, Martin E. Judge, Jr.'s brother. This advance was made for working capital
purposes, did not bear interest, was unsecured and due upon demand and was
repaid on February 20, 1997.
As a condition to the completion of the Offering, the Company acquired
JIS in a merger in which JIS merged into a newly organized wholly-owned
subsidiary of the Company ("Judge Acquisition"). Judge Acquisition was the
surviving corporation in the merger and changed its name to "Judge Imaging
Systems, Inc." As a result of the merger, JIS became a wholly-owned subsidiary
of the Company. The merger was approved by the stockholders of JIS at a Special
Meeting held on January 17, 1997. As consideration, each share of JIS common
stock or Series A preferred stock, other than shares owned by the Company,
outstanding at the time of the merger was converted into one-third of a Common
Share of the Company, which is equal to $2.50 divided by the initial public
offering price. All JIS shares owned by the Company were cancelled. Prior to the
merger, the Company owned approximately 25.6% of JIS's fully-diluted outstanding
common stock. Mr. Judge beneficially owned an additional 34.1%, and other
officers and directors of the Company beneficially owned an additional 3.7% of
JIS's fully-diluted outstanding common stock. As a result, Mr. Judge and Mr.
Dunn acquired 504,549 and 58,763 Common Shares of the Company, respectively, in
exchange for shares of common and/or preferred stock they held in JIS.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for presentation at the
1998 Annual Meeting of Shareholders must forward such proposal to the Secretary
of the Company, at the address indicated on the cover page of this proxy
statement, so that the Secretary receives it no later than February 6, 1998.
-8-
<PAGE>
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1996,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED TO ANY
SHAREHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST DIRECTED TO THE ATTENTION OF THE
SECRETARY OF THE COMPANY, AT THE COMPANY'S PRINCIPAL ADDRESS SHOWN ON THE COVER
PAGE OF THIS PROXY STATEMENT. THE COMPANY WILL FURNISH TO EACH PERSON WHOSE
PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY EXHIBIT DESCRIBED IN THE
LIST ACCOMPANYING THE FORM 10-K OF THE COMPANY FOR FISCAL 1996, UPON THE
PAYMENT, IN ADVANCE, OF REASONABLE FEES RELATING TO THE COMPANY'S FURNISHING OF
SUCH EXHIBIT(S).
-9-
<PAGE>
THE JUDGE GROUP, INC.
TWO BALA PLAZA, SUITE 405
BALA CYNWYD, PENNSYLVANIA 19004
PROXY -- Annual Meeting of Shareholders -- Friday, June 6, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Martin E. Judge, Jr. as proxy, with the
power to appoint his substitute, and hereby authorizes him to represent and to
vote, as designated below, all the Common Shares of The Judge Group, Inc. held
of record by the undersigned on May 1, 1997 at the Annual Meeting of
Shareholders to be held on Friday, June 6, 1997 or at any adjournment thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY to vote
below (except as marked to for all nominees listed below / /
the contrary below) / /
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Randolph J. Angermann, Michael A. Dunn, James C. Hahn,
Martin E. Judge, Jr. and Richard T. Furlano
2. PROPOSAL TO RATIFY THE APPOINTMENT OF RUDOLPH, PALITZ LLP AS THE INDEPENDENT
PUBLIC ACCOUNTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized, to the extent permitted by
the rules of the Securities and Exchange Commission, to vote upon such other
business as may properly come before the meeting or any adjournment.
(Continued, and to be signed, on Reverse Side)
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS; FOR PROPOSAL
2; AND IN ACCORDANCE WITH THE PROXIES' BEST JUDGMENT UPON OTHER MATTERS PROPERLY
COMING BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
---------------------------------------
Date
---------------------------------------
Signature
---------------------------------------
Signature, if held jointly
<PAGE>
