SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
X Filed by the Registrant
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Check the appropriate box
Preliminary Proxy Statemen
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by Rule 14a-6(e)(2)
X Definitive Proxy Statement
Definitive Additional Material
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
The York Water Company
(Name of Registrant as Specified In Its Charter)
The York Water Company
(Name of Person(s) Filing Proxy Statement)
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 0-11
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computed pursuant to Exchange Act Rule 0-11:*
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* Set forth the amount on which the filing fee is calculated
and state how it was determined.
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
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previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
<PAGE>
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
April 2, 1998
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF THE YORK WATER COMPANY
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of The York Water Company will be held at the office
of the Company, 130 East Market Street, in the City of York
Pennsylvania, on May 4, 1998 at 1:00 P.M. for the purpose of
taking action upon the following proposals:
(1) To elect three (3) Directors to three-year terms of
office
(2) To appoint independent accountants to audit the
financial statements of the Company for the year 1998;
(3) To transact such other business as may properly come
before the meeting
The Board of Directors has fixed the close of business of
March 16, 1998 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting
and at any adjournment or adjournments thereof.
You are cordially invited to attend the meeting. In the event
you will be unable to attend, you are respectfully requested to
sign, date and return the enclosed proxy at your earliest
convenience in the enclosed stamped return envelope.
By order of the Board of Directors
JEFFREY S. OSMAN
Secretary
<PAGE>
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
April 2, 1998
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are
being furnished to the shareholders of The York Water Company
(hereinafter referred to as the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company
whereby shareholders would appoint Frank Motter, George Hay Kain
III, and Paul W. Ware and each of them, as Proxies on behalf of
the shareholders, to be used at the Annual Meeting of the
Shareholders of the Company to be held at 1:00 p.m. at the office
of the Company on May 4, 1998 (the "Annual Meeting") and at any
adjournment thereof.
Solicitation of proxies will be primarily by mail. Proxies
may also be solicited personally and by telephone by regular
employees of the Company. The expenses of the solicitation will
be borne by the Company. Such expenses may also include ordinary
charges and expenses of brokerage houses and other custodians,
nominees and other fiduciaries for forwarding documents the
shareholders. This Proxy Statement has been mailed to
shareholders of the Company on or about March 31, 1998.
A shareholder who completes and forwards the enclosed proxy
to the Company is not precluded from attending the Annual Meeting
and voting his or her shares in person, and may revoke the proxy
by delivering a later dated proxy or by written notification to
the Company at any time before the proxy is exercised.
PURPOSE OF THE MEETING
At the Annual Meeting, shareholders of the Company will
consider and vote upon proposals: (i) to elect three (3)
Directors to serve for a term of three (3) years; and (ii) to
ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the fiscal year ending December 31, 1998.
Shareholders may also consider and vote upon such other matters
as may properly come before the Annual Meeting or any adjournment
thereof.
VOTING AT THE MEETING
The outstanding securities of the Company entitled to vote
at the meeting consist of 2,943,794 shares of Common Stock. The
presence at the Annual Meeting in person or by proxy of
shareholders entitled to cast a majority of the votes which all
shareholders are entitled to cast will constitute a quorum for
the Annual Meeting.
The record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting or at any
adjournment or adjournments thereof is the close of business on
March 16, 1998. Shareholders are entitled to one vote for each
share on all matters coming before the meeting, except that
shareholders have cumulative voting rights with respect to the
election of Directors. Cumulative voting rights permit each
shareholder to cast as many votes in the election of each class
of Directors to be elected as shall equal the number of such
shareholder's shares of Common Stock multiplied by the number of
Directors to be elected in such class of Directors, and each
shareholder may cast all such votes for a single nominee or
distribute such votes among two or more nominees in such class as
the shareholder may see fit. Discretionary authority to cumulate
votes is not being solicited.
In accordance with Pennsylvania law, a shareholder can
withhold authority to vote for all nominees for directors or can
withhold authority to vote for certain nominees for directors.
Directors will be elected by a plurality of the votes cast.
Votes that are withheld will be excluded from the vote and will
have no effect.
Brokers who have received no voting instructions from their
customers will have discretion to vote with respect to election
of directors and the proposal to ratify the Company's auditors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
No person, so far as known to the Company, beneficially owns
five (5) percent or more of the Company's outstanding Common
Stock as of March 16, 1998.
ELECTION OF DIRECTORS
At the Annual Meeting, all the nominees, each of whom is
currently serving as Director, are to be elected to serve for the
ensuing three (3) years and until their respective successors
have been elected and qualified. The Company has a total of nine
Directors, who are elected to staggered three-year terms of
office. Each share represented by the enclosed proxy will be
voted for each of the nominees listed, unless authority to do so
is withheld. If any nominee becomes unavailable for any reason
or if a vacancy should occur before the election (which events
are not anticipated), the shares represented by the enclosed
proxy may be voted for such other person as may be determined by
the Proxies.
The three directors are to be elected by a plurality of the
votes cast at the Annual Meeting. The Board of Directors
unanimously recommends a vote "FOR" each of the nominees.
The information appearing in the following table with
respect to principal occupation and beneficial ownership of
Common Stock of the Company has been furnished to the Company by
the three nominees and the six directors continuing in office as
of March 16, 1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Percent of
Principal Occupation During Director Full Shares OwnedTotal Shares
Name Last Five Years Since Beneficially<F1>Outstanding<F2>
NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2001
Irvin S. Naylor* 62 Chairman of the Board, The York Water 10/31/60
13,564 0 .46
Company, September, 1993 to date
Secretary-Treasurer, The York Water
Company, May, 1977 to September, 1993
President/Owner, Snow Time, Inc., Own
and Operates Ski Areas, June, 1964 to date
Vice Chairman/Owner, Cor-Box, Inc.
Mfg. Corrugated Boxes, June, 1966 to date
William T. Morris, P.E.* 60 President and Chief Executive Officer, 4/19/78
9,972 <F3> 0.34
The York Water Company, May, 1995 to date
President and General Manager
The York Water Company, May, 1982
to May, 1995
Horace Keesey III* 69 Vice Chairman of the Board, The York 8/27/79
13,048 <F4> 0.44
Water Company, May, 1995 to date
Vice President, The York Water
Company, May, 1986 to May, 1995
TO CONTINUE FOR TERMS EXPIRING IN 1999
Paul W. Ware* 51 Chairman, Penn Fuel Gas, Inc., June, 3/27/89
130,725 <F5> 4.44
1990 to date
John L. Finlayson** 57 Vice President-Finance and 9/2/93 1,924 0.07
Administration, Susquehanna Pfaltzgraff
Co., August, 1978 to date
Chloe R. Eichelberger 63 Owner/President/Chief Executive Officer, 9/15/95
1,906 0.06
Chloe Eichelberger Textiles, Inc.
September, 1987 to date
TO CONTINUE FOR TERMS EXPIRING IN 2000
Frank Motter* 70 President, Motter Printing Press Co., 3/26/79
18,784 <F6> 0.64
June, 1972 to date
George Hay Kain, III, Esq. 49 Sole Practitioner, Attorney at Law 8/25/86
15,067 <F7> 0.51
April, 1982 to date
Michael W. Gang, Esq.** 47 Partner, Morgan, Lewis & Bockius LLP, 1/22/96
1,480 0.05
Counselors at Law, October, 1984
to date. Morgan, Lewis & Bockius LLP
is counsel to the Company
All Directors an
Executive Officer
as a group 206,470 <F8> 7.01
* Members and ** Alternate Members of the Executive Committee
<PAGE>
<F1> Except as indicated in the footnotes below, Directors
possessed sole voting power and sole investment power with
respect to all shares set forth in this column.
<F2> The percentage for each individual or group is based on the
aggregate shares outstanding as of March 16, 1998.
(2,943,794 shares)
<3> Includes 8,687 shares owned jointly with Mr. Morris' wife and
mother on which he shares voting and investment power.
<F4> Includes 2,817 shares owned jointly with Mr. Keesey's four
adult children on which he shares voting and investment
power.
<F5> Includes 3,806 shares held by Mr. Ware as custodian for two
minor children and 307 shares for his wife for which Mr.
Ware disclaims beneficial ownership. Also includes 123,460
shares held by Oxford Foundation, a charitable foundation,
of which Mr. Ware is a Director. Mr. Ware shares voting
power and investment power with respect to this holding.
<F6> Includes 4,300 shares held by wife for which Mr. Motter
disclaims beneficial ownership.
<F7> Includes 3,203 shares held by wife and child for which Mr.
Kain disclaims beneficial ownership. Also includes 6,232
shares held by estate of his grandfather, for which he is
one of three co-trustees and shares voting power and
investment power.
<F8> Includes shares owned by family members, and certain other
shares, as to which some Directors and Officers disclaim
any beneficial ownership and which are further disclosed in
the notes above.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that during the year ended December 31,
1997, its directors and executive officers complied with all
applicable filing requirements of Section 16(a) of the Securities
Exchange Act of 1934. The foregoing statement is based solely
upon a review of copies of reports furnished to the Company and
written representations of its Directors and executive officers
that no other reports were required.
MEMBERS OF OTHER BOARDS OF DIRECTORS
The following members of the Board of Directors of The York
Water Company are Board members of publicly held companies as
indicated below:
Companies Other Than
Board Members The York Water Company
Ms. Chloe Eichelberger First Capitol Bank
Mr. Frank Motter Drovers Bancshares Corp
and
The Drovers & Mechanics
Bank
Mr. Paul W. Ware American Water Works
Company
COMMITTEES AND FUNCTIONS
The Company has an Executive Committee, an Audit Committee and
a Compensation and Nomination Committee, all of which are composed
of members of the Board of Directors.
The Executive Committee held ten (10) meetings during the
fiscal year ended December 31, 1997. The Executive Committee is
empowered to function as delegated by the Board of Directors.
The Audit Committee held two (2) meetings in 1997. The Audit
Committee monitors the audit functions of our independent public
accountants and internal controls of the Company. The Audit
Committee of the Company is composed of the following Directors
appointed by the Board: Paul W. Ware, Chairman; Frank Motter;
John L. Finlayson; and Chloe R. Eichelberger.
The Compensation and Nomination Committee held three (3)
meetings in 1997 and considers and makes recommendations to the
Board of Directors concerning the proposed compensations, salaries
and per diems of the corporate officers, Directors and members of
the Committees of the Board of Directors of the Company and makes
recommendations to the Board of Directors for nominations for
Directors and officers of the Company. This Committee will
consider nominees recommended by shareholders of the Company.
Such recommendations should be made in writing, should include
statement of the recommended nominee's qualifications, and should
be addressed to the Committee at the address of the Company. In
accordance with the Company's bylaws, actual nominations must bw
made in writing and must be received by the Company not less than
ninety (90) days before the date of the Annual Meeting. The
Compensation and Nomination Committee is composed of the following
Directors appointed by the Board: Frank Motter, Chairman; Paul
Ware; John L. Finlayson; Michael W. Gang; and Irvin S. Naylor, ex
officio.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning
compensation paid or accrued by the Company to the chief executive
officer of the Company. No other executive officer of the Company
earned more than $100,000 in salary during any of the last three
fiscal years. The Company has not paid any bonuses in any of the
last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other Compensation
Principal Position Year Salary($)(1) ($)(2)
William T. Morris, 1997 144,102 2,839
President, Chief 1996 134,836 2,339
Executive Officer 1995 119,978 2,339
and Director
(1) Includes amounts deferred by Mr. Morris
under the Company's deferred compensation
program for management and supervisory
personnel (the "Deferred Compensation
Program").
(2) Represents $1,000 of Company matching
contributions to the 401(k) plan and
$1,839 in insurance policy premiums
expended by the Company to fund Mr.
Morris' interest in the Deferred
Compensation Program. It is anticipated
that the Company will expend the total of
$1,839 in remaining policy premiums to
fund Mr. Morris' interest in the Deferred
Compensation Program.
Officers with five years' service are entitled to benefits
under the Company's General and Administrative Employees Pension
Plan (the "Pension Plan") upon retirement after attaining age 55.
The pension benefit computation is based on the years of service
times the sum of $16.50 and 1-1/2% of that portion of the final
average monthly earnings which are in excess of $400. The final
average monthly earnings are the average of the employee's
earnings, exclusive of overtime earnings, for the 60 months
immediately preceding the date the pension benefit calculation is
made. As of December 31, 1997, Mr. Morris has been credited with
29 years of service under the Pension Plan. The following table
illustrates the approximate annual benefit that may become payable
under the Pension Plan to the executive officers who have met both
the five year and 55 year age requirements, based upon the
indicated assumptions as to remuneration and years of credited
service.
Remuneration Years of Service
10 15 20 25 30
$175,440 $27,576 $41,364 $55,152 $68,940 $82,728
The above figures assume retirement at age 65 with a straight-life annuity
and without reduction for a survivor benefit or Social Security benefits.
The Company maintains a supplemental retirement program (the
"Supplemental Plan"), which provides senior management with
retirement benefit in addition to the Pension Plan. The
Supplemental Plan is designed to encourage management to stay with
the Company until retirement. Supplemental Plan benefits have
been made available to four members of the Company's management
and are payable to the executive or his beneficiary
("Supplemental Plan Beneficiary") monthly over a period of 180
months. The annual benefit payable under the Supplemental Plan
(the "Annual Benefit") may be calculated by multiplying the number
of years of service subsequent to December 31, 1983 but prior to
the attainment of age 65, by a predetermined annual retirement
benefit unit, which in the case of Mr. Morris is $3,600 and in the
case of all Supplemental Plan Participants ranges from $1,200 to
$3,600. The estimated Annual Benefit payable to Mr. Morris at
normal retirement age under the Supplemental Plan is $70,176. The
Supplemental Plan is funded by insurance policies owned by the
Company on each manager covered by the Supplemental Plan, and in
the assumptions made as to mortality experience, policy dividends
and other factors (the "Funding Assumptions") are realized, the
Company will recover all of its payments made under the
Supplemental Plan plus a factor for the use of the Company's
money. The Company is obligated to pay Annual Benefits, and
Supplemental Plan Beneficiaries have the status of unsecured
creditors of the Company with respect to Annual Benefits,
regardless of whether the Funding Assumptions are realized and the
insurance policies fully fund or reimburse the Company for its
payments under the Supplemental Plan. The following table
illustrates the approximate Annual Benefits that may become
payable to Supplemental Plan Beneficiaries:
Annual
Retirement
Benefit
Unit Years of Service
Subsequent to December 31, 1983
10 15 20 25 30
$3,600 $36,000 $54,000 $72,000 $90,000 $108,000
2,100 21,000 31,500 42,000 52,500 63,000
1,440 14,400 21,600 28,800 36,000 43,200
1,200 12,000 18,000 24,000 30,000 36,000
The Deferred Compensation Program permits eligible
supervisors, managers and executives to defer up to 5% of salary,
normally over an eleven (11) year period, with the Company
matching the deferment, up to 2-1/2% of salary. The Company has
obtained life insurance policies for participants under the
Deferred Compensation Program to fund its future payment
obligations under the Deferred Compensation Program, and no cash
balances are maintained by the Company to fund participant
deferrals, Company matching contributions, or earnings with
respect to such balances derived from the insurance policies
(together, the "Deferred Compensation Program Balances"). At
retirement, each participant, or beneficiary, is entitled to
receive over a ten-year period monthly payments equal in the
aggregate to the Deferred Compensation Program Balance that
accrued with respect to such participant in Company maintained
book-entry accounts. Except for Mr. Morris, no other directors
participate in this program. Mr. Morris' projected annual payment
under this program is $20,599.
Each Director who is not a regular full-time employee of the
Company is entitled to receive the following amounts for services
rendered to the Company: $6,800 per annum in Directors' fees,
$3,300 per annum for service as a regular member of the Executive
Committee; a per diem of $410 for each Board of Directors'
Meeting; and a per diem of $360 for a regular or alternate
member's attendance at each Executive Committee Meeting. There
were 14 Board of Directors' Meetings and 10 Executive Committee
Meetings during the fiscal year ended December 31, 1997. All
Directors attended at least 75% of the scheduled Board of
Directors' Meetings except George Hay Kain, III, who attended 73%
of the meetings. All Directors attended at least 75% of the
scheduled committee meetings.
COMPANY PERFORMANCE
The following line graph presents the annual and cumulative
total shareholder return for The York Water Company Common Stock
over a five-year period, as compared to a comparable return
associated with an investment in the S&P 500 Composite Index and
composite index of water companies prepared and maintained by
Edward D. Jones & Co. (the "Peer Index") .
(Details of graph not transmitted electronically are as follows:
DOLLAR RETURN
For Past 5 Years
1993 1994 1995 1996 1997
Peer 111 97 107 121 148
York Water 112 127 141 147 178
S&P 115 113 147 166 197
The line graph above assumes $100 invested on December 31,
1992 in the Company's Common Stock and the stock of companies
included in the S&P 500 and the Peer Index and assumes the
quarterly reinvestment of dividends. The return for the Peer
Index presented above took into consideration the cumulative total
return of the common stock of the following water companies
included in the Peer Index: American Water Works Inc.; Aquarion
Company; California Water Service; Connecticut Water Service Inc.;
Consumers Water Company; Elizabethtown Corp.; GWC Corp.; IWC
Resources Corp.; Middlesex Water Company; Philadelphia Suburban
Corp.; SJW Corp.; Southern California Water; Southwest Water Co.;
and United Water Resources.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Nomination Committee of the Board of
Directors of the Company establishes general compensation policies
of the Company and considers and makes recommendations to the
Board of Directors concerning the proposed compensation, salaries
and per diems of the President and Chief Executive Officer, the
Chairman, Vice Chairman, directors and members of the Committees
of the Board of Directors of the Company. The Chairman and Vice
Chairman serve the Company in a part-time capacity, and the amount
of salary payable to such officers has been determined by the
Committee based upon the amount of time dedicated and value of
contributions made to the Company.
Mr. Morris, the Chief Executive Officer of the Company,
served the Company as its President and General Manager from May,
1982 to May, 1995. In May 1995 Mr. Morris assumed the position of
President and Chief Executive Officer. The Compensation and
Nomination Committee historically has established Mr. Morris'
compensation after considering comparative salary data from
industry and other salary surveys (including data derived from
publicly disclosed compensation information concerning many of the
companies identified in the Peer Index), individual past
performance, the Company's performance (on an absolute basis and
in comparison to peer performance within the context of
regulated industry), and to a lesser extent changes in the cost of
living in the Company's service territory. While no formal salary
or compensation guidelines have been developed or used, salary
levels have been determined after balancing the foregoing factors
(in their entirety, without giving weight to any particular factor
and without regard to any particular relationship between
compensation levels and any quantitative or qualitative aspect of
the Company's performance) with the interests of the Company's
shareholders, customers and employees.
Section 162(m) of the Internal Revenue Code generally
disallows, in certain circumstances, a tax deduction to public
companies for compensation over $1 million paid to a corporation's
chief executive officer and next four most highly compensated
executive officers. The Company does not have any compensation
programs that would be impacted by Section 162(m).
Frank Motter, Chairman John L. Finlayson, Member
Paul W. Ware, Member Michael W. Gang, Member
Irvin S. Naylor, ex officio
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Irvin S. Naylor, Chairman of the Board, is a non-voting
ex officio member of the Compensation and Nomination Committee.
SHAREHOLDER APPROVAL OF
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has approved the
recommendation of the Audit Committee for the appointment of KPM
Peat Marwick LLP, last year's auditors, as independent public
accountants to audit the financial statements of the Company for
the year 1998. It is intended that, unless otherwise specified by
the shareholders, votes will be cast pursuant to the proxy hereby
solicited in favor of the appointment of KPMG Peat Marwick LLP.
Audit fees are approved by the Company's Audit Committee and
all professional services to be rendered by KPMG Peat Marwick LLP
are approved by the Board of Directors, and the possible effect on
auditors' independence of providing nonaudit services was
considered prior to the service being rendered.
Fees for audit services include the examination of financial
statements, assistance with the preparation of the Annual Report
to Shareholders and the Annual Report on Form 10-K to the
Securities and Exchange Commission, tax computation assistance,
and consultation in connection with various accounting and tax
related matters.
Representatives of KPMG Peat Marwick LLP are expected to be
present at the Annual Meeting. Such representatives will have an
opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions from shareholders.
Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote at
the Annual Meeting. The Board of Directors unanimously recommends
a vote "FOR" this proposal. It is understood that even if the
selection of KPMG Peat Marwick LLP is ratified, the Board, at its
discretion, may direct the appointment of a new independent
auditing firm at any time during the year if the Board determines
that such a change would be in the best interests of the Company
and its shareholders.
DISCRETIONARY AUTHORITY
The notice of Annual Meeting of Shareholders calls for the
transaction of such other business as may properly come before the
meeting. The Board of Directors has no knowledge of any matters
to be presented for action by the shareholders at the meeting
other than is hereinbefore set forth. In the event additional
matters should be presented, however, the proxies will exercise
their discretion in voting on such matters.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTORS
In accordance with the Company's bylaws, shareholder's
proposals and nominations for Directors for consideration at the
1999 Annual Meeting of Shareholders must be received by the
Company in writing prior to February 1, 1999.
<PAGE>
THE YORK WATER COMPANY
PROXY
(Solicited on Behalf of the Board of Directors)
The York Water Company hereby constitute(s) and appoint(s) the
proxies named in the Proxy Statement, and each of them, as the
substitute and proxy of the undersigned with power of
substitution, for and in the name of the undersigned, to vote at
the annual Meeting of the shareholders of The York Water Company
to be held at 1:00 P.M. on the date set forth on this Proxy, and
at any adjournment or adjournments thereof, upon the proposals
referred to, and , in their discretion, upon any other business
which may properly come before the meeting, all in accordance
with and as more fully described in the Notice and Proxy
Statement for said meeting.
Account No. Shares Annual Meeting on May 4, 1998
Said Proxies are authorized and directed to vote as indicated
upon the following Proposals:
Proposal (1) Election of Directors:
For All Three Nominees
(Except as marked to the Contrary Below)
Withhold Authority
(To vote for all nominees Listed Below)
Instruction: to Withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list
below; or to cumulate your voted (the total may not exceed three
times the number of your shares) insert the number of votes you
desire for each nominee by specifying that number in the space
provided under such nominee's name.
Irvin S. Naylor
( votes)
William T. Morris, P.E.
( votes)
Horace Keesey II
( votes)
The Board of Directors recommends a vote "for" all three
nominees.
(2) Appoint KPMG Peat Marwick LLP as auditors
For
Against
Abstain
(Authority to vote for the election of Directors shall be deemed
to be granted unless specifically withhold. Shareholders'
directions on other matters set forth above will be complied
with, but if no direction is made, shares will be voted in
accordance with the recommendations of the Board of Directors).
Signature
Signature if held jointly
Date
If no direction is made, this Proxy will be voted in accordance
with the recommendations of the Board of Directors.
Multiple owners should all sign. Executors, administrators,
trustees, guardians, etc., should so indicate when signing.
