<PAGE> 1
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 (S)240.14a-11(c) or (S)240.14a-12
NEW DIRECTIONS MANUFACTURING, 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)(4) and O-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit prices or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (Set for the amount on which the filing fee is
calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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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 O-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.
Amount Previously Paid:
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<PAGE> 2
Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Notes:
<PAGE> 3
NEW DIRECTIONS MANUFACTURING, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 8, 1998
TO ALL STOCKHOLDERS OF NEW DIRECTIONS MANUFACTURING, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of New
Directions Manufacturing, Inc., a Nevada corporation, will be held at the
principal office of the Company, 2940 West Willetta, Phoenix, Arizona
85009-3518, on Thursday, October 8, 1998 at 10:00 a.m., Arizona time, for the
following purposes:
1. To elect four Directors for the term of one year and until
their successors are duly elected and qualified;
2. To ratify the appointment of Evers & Company, Ltd., as the
Company's independent public accountants for the fiscal year
ending June 30, 1999; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only stockholders of record at the close of business on September 1,
1998, are entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
By Order of the Board of Directors,
/s/ Jack Horner, Jr.
--------------------
Jack Horner, Jr.
Secretary
Phoenix, Arizona
September 15, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE
BOARD OF DIRECTORS OF THE COMPANY, AND RETURN IT TO THE COMPANY. THE PROXY
MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS EXECUTING
PROXIES MAY ATTEND THE MEETING AND VOTE IN PERSON, SHOULD THEY SO DESIRE.
<PAGE> 4
NEW DIRECTIONS MANUFACTURING, INC.
2940 WEST WILLETTA
PHOENIX, ARIZONA 85009-3518
----------------------
PROXY STATEMENT
----------------------
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of New
Directions Manufacturing, Inc. (the "Company") for the Annual Meeting of
Stockholders of the Company to be held at the principal office of the Company,
2940 West Willetta, Phoenix, Arizona 85009-3518, on Thursday, October 8, 1998 at
10:00 a.m., Arizona time. All proxies duly executed and received will be voted
on all matters presented at the Annual Meeting in accordance with the
instructions given by such proxies. In the absence of specific instructions,
proxies so received will be voted for the named nominees relating to the class
of Common Stock for which the proxy relates for election to the Company's Board
of Directors and for the ratification of Evers & Company, Ltd., as the Company's
independent public accountants. The Board of Directors does not anticipate that
any of its nominees will be unavailable for election and does not know of any
other matters that may be brought before the Annual Meeting. In the event that
any other matter should come before the Annual Meeting or that any nominee is
not available for election, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies not marked to the contrary with
respect to such matter in accordance with their best judgement. The proxy may be
revoked at any time before being voted. The Company will pay the entire expense
of soliciting the proxies, which solicitation will be by use of the mails. This
Proxy Statement is being mailed to stockholders on or about September 18, 1998.
Only holders of shares of Common Stock of record at the close of
business on September 1, 1998 will be entitled to notice of and to vote at the
Annual Meeting and at all adjournments thereof. As of the close of business on
September 1, 1998, the Company had outstanding 5,052,270 shares of Common Stock.
At the Annual Meeting, the holders of Common Stock will be entitled, as
a class, to elect four Directors ("Directors"). The vote of a majority of the
shares of Common Stock represented at the Annual Meeting is required for the
election of the Directors. The vote of a majority of the shares of common stock
represented at the Annual Meeting is required for the ratification of the
appointment of Evers & Company, Ltd., as the Company's independent public
accountants.
Shares represented by proxies which are marked "abstained" or which are
marked to deny discretionary authority will only be counted for determining the
presence of a quorum. Votes withheld in connection with the election of one or
more of the nominees for Director will not be counted as votes cast for such
individuals. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals.
A list of the stockholders entitled to vote at the Annual Meeting will
be available at the Company's office, 2940 West Willetta, Phoenix, Arizona
85009-3518, for a period of ten days prior to the Annual Meeting for examination
by any stockholder.
Officers and Directors of the Company beneficially own approximately
48.1% of the outstanding shares of Common Stock. See "Security Ownership of
Management and Principal Stockholders." Accordingly, approval of the aforesaid
matters is virtually assured.
1
<PAGE> 5
ELECTION OF DIRECTORS
(PROPOSAL #1)
Four Directors are to be elected for the ensuing year and until their
successors are duly elected and qualified. If, at the time of election, any of
the nominees should be unavailable for election, a circumstance which is not
expected by the Company, it is intended that the proxies will be voted for such
substitute nominee as may be selected by the Company. Proxies not marked to the
contrary will be voted for the election of the following persons with respect to
Common Stock. All of the nominees are standing for re-election by the
stockholders from the current term, including Mr. Michael D. Dunn who is
standing for re-election as a Director after being elected a director by the
Board of Directors on May 20, 1998.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
NAME AND AGE DIRECTOR SINCE POSITION WITH THE COMPANY
- ------------ -------------- -------------------------
<S> <C> <C>
Sean F. Lee (58) 1997 Chairman of the Board
Donald A. Metke (63) 1997 President, Chief Executive Officer,
Chief Operating Officer, Chief
Financial Officer, Director
Jack Horner, Jr. (44) 1997 Executive VicePresident, Secretary,
Director
Michael D. Dunn (53) 1998 Director
</TABLE>
Mr. Sean F. Lee has served as a Director of the Company since 1997. Mr.
Lee has served in management positions in the retail industry since 1963.
Recently Mr. Lee was co-founder and chairman of INFOPAK, a company that
manufactured a hand held computer and created custom software for the real
estate industry. He held the position of Chairman from inception in January 1991
until its sale in October 1996. In October 1996, Mr. Lee accepted the position
of co-founder Chairman of Soy Environmental Products, Inc., Overland, Kansas, a
manufacturer of cleaners and solvents for the retail market. Mr. Lee's retail
experience includes 18 years with Montgomery Ward, starting as a trainee and
ending in 1981 as merchandise manager for the Western region. In 1982, he joined
W.R. Grace as a divisional Vice President ending in 1986 as C.E.O. of Grace
Homecenters West. Mr. Lee was C.E.O. of YellowFront Stores, Inc. from 1986
through 1988. Mr. Lee was C.E.O. of Homebase, a $1.7 billion home improvement
chain, in 1988 and 1989. He holds a B.S. in economics from Hood College,
Frederick, Maryland.
Mr. Donald A. Metke has served as a Director of the Company since 1997.
Mr. Metke's business background includes extensive consulting for Yucaipa
Companies of Los Angeles, California, and Smitty's Supermarkets, Phoenix,
Arizona. From 1990 to 1993, Mr. Metke served as Executive Vice President for
Almac's Supermarkets, Providence, Rhode Island, and from 1988 to 1990 he served
as Executive Vice President of Marketing for Chas. P. Young, the leader in the
financial and securities printing fields. Mr. Metke was a partner with
MultiServices of Orlando, Florida from 1983 to 1988 with involvement in sales,
and mergers and acquisitions of small and medium sized companies. He was
President of the Consumer Products Division of Petrolane from 1977 to 1983 with
responsibility for Supermarkets (Stater Brothers, 92 stores in California),
Health Services (44 hospitals in the West and Midwest), and 92 automotive
stores.
Mr. Jack Horner, Jr. has served as a Director of the Company since
1997. Mr. Horner was a co-founder of New Directions and was instrumental in its
development from inception to over $5 million in sales annually. From 1987 to
1990, he was a manufacturer's representative covering the Southwestern United
States for three separate furniture companies. From 1985 to 1987, he owned and
operated retail furniture stores in Phoenix, Arizona and has been a central
figure in the management of New Directions since its establishment in 1989.
2
<PAGE> 6
Mr. Michael D. Dunn has served as a Director of the Company since May
1998. Mr. Dunn is currently and has been President of Wadco Services Inns, Inc.
since he founded it in February 1987. Previously, he was Founder, Chairman, and
C.E.O. of Westworld Community Healthcare, Inc. (WCHI-NASD) from 1982-1986. From
1968 to 1982, he served as Co-Founder and President of Advanced Health Systems,
Inc. which became a subsidiary of Petrolane, Inc. (PTO-NYSE). Mr. Dunn served as
a Director of ICH Corporation (IH-ASE) from 1996-1998; a Director of TriCare,
Inc. (TRCR-NASD) from 1985-1993 and PharmaKinetics Laboratories, Inc.
(PKLB-NASD) from 1985-1996. Mr. Dunn currently serves as a Director of Horizon
Medical, Inc. of Santa Anna, CA; LifePort, Inc. of Vancouver, WA; and is
Chairman of the Board of ARS Enterprises, Inc. of Santa Fe Springs, CA. Mr. Dunn
has also served as Director and/or consultant to a variety of other enterprises
since 1968.
There is no family relationship between any of the directors or
officers of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES
The Board of Directors has two standing committees, an Audit Committee
and a Compensation Committee. The Company does not have a Nominating Committee.
The Audit Committee is composed of Mr. Michael D. Dunn. The duties of
the Audit Committee include recommending the engagement of independent auditors,
reviewing and considering actions of Management in matters relating to audit
functions, reviewing with independent auditors the scope and results of its
audit engagement, reviewing reports from various regulatory authorities,
reviewing the system of internal controls and procedures of the Company, and
reviewing the effectiveness of procedures intended to prevent violations of laws
and regulations. The Audit Committee held one meeting in fiscal 1998.
The Compensation Committee is comprised of Messrs. Sean F. Lee
(Chairman) and Michael D. Dunn. The duties of the Compensation Committee include
recommending to the Board of Directors remuneration to be paid to Executive
Officers of the Company, administering and monitoring compensation, and
recommending the establishment of incentive and bonus programs for executives of
the Company. The Compensation Committee held one meeting in fiscal 1998.
The Board of Directors held three meetings in fiscal 1998. All
Directors attended at least 75% of the meetings of the Board of Directors and
Committees on which they served.
EXECUTIVE COMPENSATION
GENERAL COMPENSATION DISCUSSION. All decisions regarding compensation
for the Company's Executive Officers and executive compensation programs are
reviewed, discussed, and approved by the Compensation Committee of the Board of
Directors (the "Committee") and are recommended to the Board of Directors or
stockholders for approval, as appropriate. All compensation decisions are
determined following a detailed review and assessment of external competitive
data, the individual's contributions to the Company's success, any significant
changes in role or responsibility, and internal equity of pay relationships.
In the fourth quarter of the fiscal year ended June 30, 1998, to recognize
and reward the continued achievements and accomplishments of the Company, and to
ensure long-term retention with the Company, the base salaries of Donald A.
Metke and Jack Horner, Jr., Executive Officers, were increased.
3
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR ANNUAL SALARY(1)(2)(3)
- --------------------------- ---- ----------------------
<S> <C> <C>
Donald A. Metke, President, Chief 1998 $100,833
Executive Officer, Chief Operating
Officer, Chief Financial Officer,
Director
Jack Horner, Jr., Executive Vice 1998 $100,833
President, Secretary, Director
</TABLE>
- --------------
(1) No officers received or will receive any bonus or other annual
compensation other than salaries and reimbursement for expenses during
fiscal 1998. The Company does not provide any personal benefits to
officers of the Company, such as the cost of automobiles, life
insurance, and supplemental medical insurance, but will reimburse
officers for such costs. Such sums are not included herein because the
specific dollar amounts of such personal benefits cannot presently be
ascertained. In fiscal 1998, Donald A. Metke and Jack Horner, Jr.
received $10,000 each as reimbursement for vehicle expenses, life
insurance, and health insurance. Management believes that the value of
non-cash benefits and compensation distributed to executive officers of
the Company individually or as a group during fiscal year 1999 will not
exceed the lesser of $50,000 or ten percent of such officers'
individual cash compensation or, with respect to the group, $50,000
times the number of persons in the group or ten percent of the group's
aggregate cash compensation.
(2) No officers received or will receive any long term incentive plan
(LTIP) payouts or other payouts during fiscal 1998.
(3) No officers received or will receive any awards, including restricted
stock or securities underlying options, during fiscal 1998.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company entered into an Employment Agreement with Donald A. Metke,
President, Chief Executive Officer, Chief Operating Officer, and Chief Financial
Officer of the Company, on December 31, 1996. Mr. Metke commenced his employment
with the Company on January 1, 1997. Pursuant to that Agreement, Mr. Metke
receives a salary of $8,333.33 per month; eligibility to participate in all
employment benefit plans and arrangements relating to pensions, health and life
insurance, and other similar employee benefit plans or arrangements; and
reimbursement of expenses. Also as part of his Agreement, the Company issued to
Mr. Metke 510,000 shares of the Company's restricted common stock in
consideration of the payment of par value ($510 total) and to ensure his
long-term commitment to the Company's future success. The Employment Agreement
has a term of three years and is terminable at will by Mr. Metke or for cause by
the Company. There are no severance provisions. A covenant not to compete is in
effect for a period of five years from January 1, 1997. Effective June 1, 1998,
the Board voted to increase the salary per month to $9,166.67.
The Company entered into an Employment Agreement with Jack Horner, Jr.,
Executive Vice President and Secretary, on December 31, 1996. Mr. Horner
commenced his employment with the Company on January 1, 1997. Pursuant to that
Agreement, Mr. Horner receives a salary of $8,333.33 per month; eligibility to
participate in all employment benefit plans and arrangements relating to
pensions, health and life insurance, and other similar employee benefit plans or
arrangements; and reimbursement of expenses. Also as part of his Agreement, the
Company issued to Mr. Horner 510,000 shares of the Company's restricted common
stock in consideration of the payment of par value ($510 total) and to ensure
his long-term commitment to the Company's future success. The Employment
Agreement has a term of three years and is terminable at will by Mr. Horner or
for cause by the Company. There are no severance provisions. A covenant not to
compete is in effect for a period of five years from January 1, 1997. Effective
June 1, 1998, the Board voted to increase the salary per month to $9,166.67.
4
<PAGE> 8
The Company entered into a Consulting Agreement with Sean F. Lee on
December 31, 1996 pursuant to which Mr. Lee will consult with the Company to
assist in its day-to-day operations, financing, and management. Mr. Lee also
serves on the Board of Directors of the Company. Pursuant to the Consulting
Agreement, Mr. Lee receives monthly compensation of $5,000 and expense
reimbursement. Mr. Lee is not an employee of the Company and, therefore, is not
eligible to participate in any employment benefit plans or arrangements relating
to pensions, health and life insurance, or other similar employee benefit plans
or arrangements. The Consulting Agreement has a term of three years and is
terminable at will by Mr. Lee or for cause by the Company. There are no
severance provisions. A covenant not to compete is in effect for a period of
five years from January 1, 1997.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL OWNERS
The following table sets forth the amount of shares of Common Stock owned
as of September 15, 1998 by each person standing for election as a Director of
the Company, by those persons known to the Company to own Beneficially 5% or
more of the outstanding shares of Common Stock of the Company, and by all
Directors and Officers of the Company as a group. With respect to any person who
beneficially owns 5% or more of the outstanding shares of Common Stock, the
address of such person is also set forth.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES OF PERCENT OF
OF BENEFICIAL OWNER COMMON STOCK OWNED(1) CLASS
------------------- --------------------- ----------
<S> <C> <C>
Sean F. Lee (2) 1,410,000 27.9%
Donald A. Metke (2) 461,000 10.1%
Jack Horner, Jr.(2) 510,000 9.1%
Michael D. Dunn(2) 50,000 1.0%
Winthrop Trust, Ronald W. Tupper, TTEE 459,444 9.1%
P.O. Box 11587
Bainbridge Island, WA 98110
All Officers and Directors
as a group (4 persons) 2,431,000 48.1%
</TABLE>
--------------
(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by
such owners, have sole investment and voting power with respect to such
shares, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock subject to
options or warrants currently exercisable, or exercisable within 60
days, are deemed outstanding for purposes of computing the percentage
of any other person.
(2) c/o Company's address: 2940 West Willetta, Phoenix, AZ 85009
CERTAIN TRANSACTIONS
The Company has entered into employment agreements with Donald A.
Metke, Jack Horner, Jr., and Sean F. Lee. See "Executive Compensation -
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements."
During fiscal 1998, the Company obtained life insurance policies on
certain of its officers and directors as follows:
<TABLE>
<CAPTION>
Name Amount of Life Insurance Policy
---- -------------------------------
<S> <C>
Donald A. Metke $ 510,000
Jack Horner, Jr. $ 510,000
Sean F. Lee $1,410,000
</TABLE>
5
<PAGE> 9
Then, on March 17, 1998, the Company entered into a Repurchase
Agreement with Messrs. Lee, Metke, and Horner whereby, in the event of the death
of any of these individuals, the Company is obligated to repurchase as many of
the shares of Common Stock held by the individual using the entire proceeds of
the life insurance policy. The estate of the deceased individual stands to
benefit from this transaction.
Mr. Michael D. Dunn, a nominee for re-election to the Company's Board
of Directors, served as a consultant to the Company during the Company's 1998
fiscal year. Mr. Dunn receives no cash compensation for his services other than
reimbursement of expenses for Board Meetings. On May 1, 1998, the Company issued
50,000 shares of restricted common stock to Mr. Dunn at $.01 per share, in
conjunction with a three-year consulting agreement which became effective in May
1998.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL 1999
(PROPOSAL #2)
The Company has retained, subject to stockholder ratification, Evers &
Company, Ltd., as its independent public accountants for the fiscal year ending
June 30, 1999. Evers & Company, Ltd. has been the independent accountants for
the Company for the past 1 1/2 years and has no financial interest, either
direct or indirect, in the Company. A representative of Evers & Company, Ltd. is
expected to attend the Annual Meeting and to have an opportunity to make a
statement and/or respond to appropriate questions from stockholders. If the
stockholders do not ratify the appointment of Evers & Company, Ltd. as the
Company's independent public accountants, the Board of Directors will consider
the selection of another accounting firm.
The vote of a majority of the shares of Common Stock represented at the
Annual Meeting is required for the ratification of Evers & Company, Ltd. as the
Company's independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF EVERS & COMPANY, LTD. AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 1999
The rules of the Securities and Exchange Commission permit stockholders
of the Company, after notice to the Company, to present proposals for
stockholder action in the Company's proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for stockholder
action, and are not properly omitted by Company action in accordance with the
proxy rules published by the Securities and Exchange Commission. The Company's
1999 annual meeting of stockholders is expected to be held on or about October
8, 1999, and proxy materials in connection with that meeting are expected to be
mailed on or about September 18, 1999. Proposals of stockholders of the Company
that are intended to be presented at the Company's 1999 annual meeting must be
received by the Company no later than May 18, 1999 in order for them to be
included in the proxy statement and form of proxy relating to that meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires that the Company's Officers and Directors, and persons who own
more than ten percent of a registered class of the Company's equity securities,
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, Directors and greater than ten percent
stockholders are required by regulation to furnish to the Company copies of all
Section 16(a) forms they file.
6
<PAGE> 10
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons the Company believes
that during it 1998 fiscal year, all such filing requirements applicable to its
Officers, Directors, and greater than ten percent beneficial owners were
complied with.
OTHER MATTERS
The Board of Directors of the Company does not intend to present any
business at the Annual Meeting other than the matters specifically set forth in
the Proxy Statement and knows of no other business to come before the Annual
Meeting. However, on all matters properly brought before the Annual Meeting by
the Board or by others, the persons named as proxies in the accompanying proxy
will vote in accordance with their best judgement.
It is important that your shares are represented and voted at the
Annual Meeting, whether or not you plan to attend. Accordingly, we respectfully
request that you sign, date, and mail your Proxy in the enclosed envelope as
promptly as possible.
A copy of the Company's Annual Report on Form 10-KSB for the year ended
June 30, 1998, which has been filed with the SEC pursuant to the Exchange Act,
may be obtained without charge upon written request to Donald A. Metke,
President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, New Directions Manufacturing, Inc., 2940 West Willetta, Phoenix, AZ
85009-3518, or on the Internet at www.sec.gov from the SEC's EDGAR database.
By Order of the Board of Directors
/s/ Jack Horner, Jr.
Jack Horner, Jr., Secretary
Phoenix, Arizona
September 15, 1998
7
<PAGE> 11
NEW DIRECTIONS MANUFACTURING, INC.
2940 WEST WILLETTA
PHOENIX, AZ 85009-3518
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please mark your votes as [X] indicated in this example.
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below.
(To withhold authority to vote for any individual nominee, strike a line
through the nominee's name below)
Sean F. Lee Donald A. Metke Jack Horner, Jr. Michael D. Dunn
2. Proposal to ratify the appointment of Evers & Company, Ltd. as the Company's
independent auditors for fiscal 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
