<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 Section240.14a-11(c) or
Section240.14a-12
CASCADE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
To the Shareholders:
The 1998 Annual Meeting will be held at the Renaissance Room, Governor
Hotel, 611 SW 10th Avenue, Portland, Oregon, on Thursday, May 14, 1998, at 10:00
a.m., Pacific Daylight Time, for the following purposes:
1. To elect Directors.
2. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on April 3, 1998 will be
entitled to vote at the meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE SO THAT YOUR SHARES WILL
BE VOTED. THE ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
JAMES P. MILLER
Secretary
Portland, Oregon
April 14, 1998
PROXY STATEMENT
This proxy statement and the accompanying proxy form are being mailed to
security holders April 14, 1998 in connection with the solicitation of proxies
by the Board of Directors of Cascade Corporation for the annual meeting of
shareholders, which will be held for the purposes stated in the Notice of Annual
Meeting. Common shareholders of record at of the close of business April 3, 1998
will be entitled to one vote at the meeting for each share held. Anyone who
gives a proxy may revoke the proxy at any time before it is exercised by giving
notice of the revocation to the Secretary of the Corporation, or may still vote
in person.
As of April 3, 1998, there were 11,862,206 common shares (Common Stock) and
one special voting share outstanding. The special voting share was issued to TD
Trust Company, as trustee for Couphar Ltd., holder of exchangeable preference
shares issued by a subsidiary of the Corporation in connection with the
acquisition of Kenhar Corporation (the Exchangeable Shares). As of April 3,
1998, 1,100,000 Exchangeable Shares were outstanding. Each Exchangeable Share
may be exchanged for one share of the Corporation's common stock. The holder of
the special voting share is entitled to cast a number of votes on matters
presented to holders of common stock equal to the number of Exchangeable Shares
outstanding. TD Trust Company is required to vote the special voting share as
instructed by Couphar Ltd.
<PAGE>
ELECTION OF DIRECTORS
Eleven directors are to be elected at the Annual Meeting to serve until the
1999 Annual Meeting or until a successor is elected. The accompanying proxy will
be voted in favor of those nominees named below or, if any of them is unable to
serve, for another nominee designated by the Board of Directors. Directors are
elected by a plurality of the votes cast. Abstentions or broker non-votes will
not affect the determination of a plurality. With the exception of Mr. Mercier,
each nominee listed was elected to the Board at the 1997 Annual Meeting.
<TABLE>
<CAPTION>
JOSEPH J. BARCLAY Director since Age 65
1972
<S> <C> <C>
Chairman of the Corporation, served as Chief Executive Officer
from August, 1993 until May, 1996, and was formerly President and
Chief Executive Officer. He is a director of Granite Construction
Incorporated.
ROBERT C. WARREN, JR. Director since Age 49
1982
President and Chief Executive Officer of the Corporation, served
as President and Chief Operating Officer until May 1996, and was
formerly Vice President--Marketing. He is a director of ESCO
Corporation, a manufacturer of high alloy steel products.
WILLIAM J. HARRISON Director since Age 58
1997
Executive Vice President of the Corporation and President and
Chief Executive Officer of Kenhar Corporation, a subsidiary of the
Corporation which manufactures forks and related lift truck equip-
ment. Mr. Harrison was General Chairman of Kenhar Corporation
prior to its acquisition in March, 1997. He is also a director of
Linamar Corporation.
RICHARD C. HIRE Director since Age 70
1972
Retired Vice President--Finance and Secretary of the Corporation.
ERIC HOFFMAN Director since Age 74
1980
Chairman of Hoffman Corporation, General Contractors.
C. CALVERT KNUDSEN Director since Age 73
1974
Director of West Fraser Timber Co., Ltd., a trustee of the
Washington Research Foundation, retired Chairman and Chief
Executive Officer of MacMillan Bloedel, Ltd., a director of The
Ostrum Company and Chairman of The Dundee Wine Company.
NICHOLAS R. LARDY Director since Age 52
1993
Senior Fellow at The Brookings Institution, a policy research
institution.
ERNEST C. MERCIER Director since Age 65
1997
Chairman of Oxford Properties Group Inc. and Pencor Petroleum,
Ltd. He is also a director of Camvec Corporation, International
Comfort Products Corporation and Golden Star Resources, Ltd.
JAMES S. OSTERMAN Director since Age 59
1994
President of Outdoor Products Group, Oregon Cutting Systems,
Division of Blount, Inc., a diversified manufacturer.
JACK B. SCHWARTZ Director since Age 61
1995
Partner in the law firm of Newcomb, Sabin, Schwartz & Landsverk,
LLP, and Assistant Secretary of the Corporation. He is a director
of Macheezmo Mouse Restaurants, Inc.
NANCY A. WILGENBUSCH Director since Age 50
1997
President of Marylhurst College. She is a director of Pacificorp,
an energy company, Power Cor, an Australian subsidiary of
Pacificorp, and the Portland Branch of the Federal Reserve Bank of
San Francisco.
</TABLE>
2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to share ownership by
directors and the executive officers named in the Summary Compensation Table
below. Because the Exchangeable Shares are exchangeable into Common Stock at the
holder's option on a one-for-one basis, the share totals and percentage
calculations assume the conversion of all outstanding Exchangeable Shares into
Common Stock.
Except as noted in the table, the Corporation is aware of no holder of 5% or
more of any class of shares outstanding as of April 3, 1998, other than ICM
Asset Management, Inc., 601 W. Main Avenue, Suite 600, Spokane, Washington
99201, which held 1,437,950 shares of Common Stock (sole voting power as to
1,055,250). Share ownership indicated for Messrs. Warren, Knudsen and Schwartz
includes 1,654,592 shares of Common Stock held as co-Trustees of the Robert C.
and Nani S. Warren Revocable Trust. Mr. Warren has sole voting power as to Trust
shares, and Messrs. Warren, Knudsen and Schwartz have shared investment powers.
Messrs. Knudsen and Schwartz disclaim beneficial ownership in Trust shares. The
address of the Trust and the trustees is c/o P.O. Box 20187, Portland, Oregon
97294-0187.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP AS OF PERCENT
NAME 4/3/98 OF CLASS (4)
- ----------------------------------------- ------------------------------ --------------
<S> <C> <C>
Robert C. Warren, Jr. 1,717,175(3) 13.0%
C. Calvert Knudsen 1,662,791 12.6%
Jack B. Schwartz 1,776,773(1) 13.5%
William J. Harrison 1,110,000(2)(4) 8.4%
Joseph J. Barclay 141,809(3) 1.1%
Richard C. Hire 32,856 0.2%
Eric Hoffman 8,187 0.1%
Nicholas R. Lardy 2,917
James S. Osterman 787
Nancy Wilgenbusch 187
Ernest Mercier 187
James P. Miller 4,919(3)
Gregory S. Anderson 4,787(3)
Terry H. Cathey 3,452(3)
14 Officers and Directors as a group 3,157,643(4) 23.9%
</TABLE>
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(1) Includes shared voting and investment powers as to 128,394 shares, or 1.0%
of those outstanding, beneficially owned by a charitable foundation, as to
which Mr. Schwartz disclaims beneficial ownership.
(2) Includes 5,000 shares owned by W.J. Harrison Holdings, Ltd. "Holdings," a
corporation owned by Mr. Harrison, and 5,000 shares owned by Mr. Harrison
and his spouse through a corporation. Holdings also controls Couphar Ltd.,
which in turn owns 100% of the outstanding Exchangeable Shares. The address
of Mr. Harrison and Couphar, Ltd. is P.O. Box 1508, Guelph, Ontario, Canada
N1H 6N9.
(3) Includes shares issuable upon exercise of currently vested stock options or
options that will vest within 60 days of April 1, 1998 as follows: Mr.
Warren, 4,330 shares; Mr. Barclay, 6,595 shares; Mr. Miller, 3,089 shares;
Mr. Anderson 1,698 shares; and Mr. Cathey, 3,452 shares.
(4) Includes 1,100,000 Exchangeable Shares.
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
The Board of Directors has standing Audit, Compensation, and Nominating
Committees. The Audit Committee, consisting of Messrs. Knudsen, Hire, Hoffman,
and Osterman, recommends annually to the Board the engagement of independent
certified public accountants; determines their independence; reviews their
professional services and the fees charged; and reviews the scope of the audit
and matters relating to it. The Compensation Committee, consisting of Messrs.
Barclay, Hoffman and
3
<PAGE>
Knudsen, is responsible for recommending compensation levels and programs
applicable to the Corporation's executive management. The Nominating Committee,
established in 1997, consists of Messrs. Warren, Knudsen, and Lardy. It is
responsible for proposing candidates to fill vacancies which may arise on the
Board of Directors. The Nominating Committee will consider prospective nominees
recommended in writing by shareholders. Shareholders should address
recommendations to the Committee at the Executive Offices of the Corporation.
The Board of Directors met six times during the year ended January 31, 1998,
the Audit Committee met twice, and the Compensation Committee met once. The
Nominating Committee did not meet. Each director attended at least 75% of
meetings of the Board and committees on which he or she served with the
exception of Ms. Wilgenbusch. Directors who are not employees of the Corporation
received a $12,000 retainer, and attendance fees of $750 for each Board meeting
and $500 for each committee meeting attended during the year.
CERTAIN TRANSACTIONS
During the year ended January 31, 1998, the Corporation paid Mr. Barclay
$526,350 pursuant to an employment agreement entered into in March of 1993.
Pursuant to the agreement, the Corporation granted Mr. Barclay an option to
purchase 5,666 common shares at a price of $15.25 per share, the quoted New York
Stock Exchange price as of the grant date, and purchased 60,000 shares of common
stock from him for $17.25 per share, the quoted New York Stock Exchange price,
or total consideration of $1,035,000. The Corporation also contributed $11,150
on Mr. Barclay's behalf to the Cascade Corporation Savings and Investment Plan,
a qualified retirement plan under Section 401(k) of the Internal Revenue Code.
The employment agreement expired March 28, 1998. During the year, Mr. Barclay
also received a lump sum payment of $646,713, representing the actuarial value
of his accrued benefit, upon termination of the Cascade Corporation Retirement
Plan. Upon the expiration of his employment agreement, Mr. Barclay became
entitled to a lump sum severance benefit approximating $1,102,912 under a
supplemental retirement program for certain employees.
In March, 1996, the Corporation agreed to retain Mr. Hire, a Director, to
render consulting services for a period of three years for a fee of $25,000 per
year, payable after March 1, 1998.
During the year ended January 31, 1998, the Corporation paid Hoffman
Corporation $2,608,034 pursuant to a contract for construction of an office
addition and other improvements to its Portland, Oregon plant. Eric Hoffman, a
Director, is chairman and a major shareholder of Hoffman Corporation. The
contract was awarded in 1996 after a Hoffman Corporation proposal was determined
to be superior to competing proposals.
Newcomb, Sabin, Schwartz & Landsverk, LLP, a firm in which Jack B. Schwartz,
a director, is a partner, renders legal services to the Corporation in the
ordinary course of business. During the year ended January 31, 1998, the
Corporation paid the firm fees approximating $570,297 for such services and
additional services in connection with environmental matters and related
litigation.
In connection with the purchase of the shares of Kenhar Corporation March
11, 1997, the Corporation entered into certain agreements with William J.
Harrison, who was subsequently elected a director, and Couphar Ltd., a
corporation controlled by Mr. Harrison, which provided for (a) Mr. Harrison's
employment as Executive Vice President and President and Chief Executive Officer
of its Kenhar Corporation subsidiary through March 10, 2000 at an annual base
salary not less than $200,000 and an incentive bonus, together with health
insurance, pension and certain other benefits; (b) nomination of Mr. Harrison
for election as a Director at appropriate meetings of shareholders through March
10, 2000; and (c) registration under the Securities Act of 1933 for common
shares obtained by Couphar Ltd. through exchange of preference shares of a
Cascade subsidiary to the extent such registration is necessary to permit sale
of specified, limited amounts of such shares, with no limitation applicable in
the event of Mr. Harrison's death or the termination of his employment.
4
<PAGE>
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Corporation believes that during the year ended January 31, 1998, its
officers, directors and holders of more than 10% of any class of the
Corporation's shares complied with all Section 16(a) filing requirements. In
making this statement, the Corporation has relied upon the representations of
its officers and directors and forms received by the Corporation in connection
with Section 16(a) filings.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
compensation of the Corporation's Chief Executive Officer and each of its four
other most highly compensated executive officers for the year ended January 31,
1998, and each of the prior two fiscal years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ----------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY INCENTIVE PAYMENT COMPENSATION(1)
- --------------------------------------------------------- --------- ---------- ----------------- ----------------
<S> <C> <C> <C> <C>
Robert C. Warren, Jr..................................... 1997 $ 275,004 $ 82,500 $ 85,979
President and Chief 1996 156,000 303,618 10,903
Executive Officer 1995 130,000 365,212 9,820
James P. Miller.......................................... 1997 220,954 60,000 11,150
Executive Vice President, 1996 111,246 131,568 5,892
Secretary 1995 84,300 89,099 5,884
William J. Harrison...................................... 1997(2) 176,923 80,490 25,043
Executive Vice President
Terry H. Cathey.......................................... 1997 150,000 45,000 57,508
Vice President-- 1996 105,600 150,809 8,372
Material Handling Operations 1995 94,200 178,199 7,536
Gregory S. Anderson...................................... 1997 120,000 36,000 9,433
Vice President-- 1996 93,900 91,086 7,411
Human Resources 1995 84,300 106,919 6,744
</TABLE>
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(1) The amounts shown are contributions by the Corporation to the Cascade
Corporation Savings and Investment Plan, a qualified plan under Section
401(k) of the Internal Revenue Code, for the benefit of the named executive
officers except Mr. Harrison, and lump sum benefits paid to Messrs. Warren
and Cathey of $74,829 and $46,906 respectively, upon termination of the
Cascade Corporation Retirement Plan. The amount shown for Mr. Harrison was
paid into a defined benefit plan. The plan will provide Mr. Harrison an
annual pension of $35,532 assuming he remains employed by the Corporation
until the retirement age of 65 at his present compensation level.
(2) Mr. Harrison became an officer of the Corporation in March 1997.
5
<PAGE>
COMPENSATION PURSUANT TO STOCK OPTIONS
The following information is furnished for the year ended January 31, 1998,
with respect to the named executive officers with respect to options granted and
outstanding under the 1995 Senior Managers' Incentive Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
AGGREGATE
NUMBER OF % OF VALUE AT ASSUMED OPTIONS
SECURITIES TOTAL ANNUAL RATES OF STOCK OUTSTANDING
UNDERLYING OPTIONS PRICE APPRECIATION AS OF
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2) JANUARY 31,
GRANTED EMPLOYEES PRICE EXPIRATION --------------------- 1998
NAME IN 1997 IN 1997 PER SHARE DATE(1) 5% 10% (3)
- ---------------------------- ------------- ------------- ----------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert C. Warren, Jr........ 6,667 4.89% $ 16.50 5/12/2007 $ 55,607 $ 153,705 $ 16,315
James P. Miller............. 5,246 3.85% 15.25 5/12/2007 50,313 127,502 12,273
William J. Harrison......... 5,246 3.85% 15.25 5/12/2007 50,313 127,502 5,246
Gregory S. Anderson......... 3,148 2.31% 15.25 5/12/2007 30,191 76,511 9,800
Terry H. Cathey............. 3,935 2.89% 15.25 5/12/2007 37,739 95,638 11,347
<CAPTION>
VALUE OF
UNEXERCIZED
IN-THE- MONEY
OPTIONS AT
JANUARY 31,
1998
NAME (3)
- ---------------------------- -------------
<S> <C>
Robert C. Warren, Jr........ $ 0
James P. Miller............. 2,308
William J. Harrison......... 2,308
Gregory S. Anderson......... 1,385
Terry H. Cathey............. 1,731
</TABLE>
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(1) Under the terms of the Stock Option Plan, options are granted at fair market
value (110% of fair market value in Mr. Warren's case) and generally may not
be exercised until the employee has completed three years of continuous
employment with Company or its subsidiaries from the grant date. Options
have a term of ten years and generally terminate on the date of the
optionee's termination of employment with the corporation, or in the event
of death or disability, on the first anniversary of the optionee's
termination of employment.
(2) Potential Realizable Value calculation assumes appreciation at the rate
shown beginning on the date of grant through the option expiration date.
(3) No options were exercisable during the year ended January 31, 1998.
COMPENSATION COMMITTEE'S REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee is in the process of determining longer-range
executive salary levels and incentive policies tied to profit and performance
goals, taking into account the effect of the acquisition of five companies just
prior to and during the year ended January 31, 1998. For the interim,
recognizing the demands the acquisitions have placed upon the Corporation's
executive staff, the Committee recommended, and the Board of Directors approved,
increases in base salary payments to certain executives, base salary levels for
newly created offices, and bonus payments for each executive approximating 30%
of base salary.
The Committee annually reviews and approves the compensation of the Chief
Executive Officer. Pending completion of its salary and incentive study, the
Committee believes his salary and bonus are reasonable, and, taken as a whole,
fall within the general range of compensation for executives with like
responsibilities in comparable companies and industries.
Joseph J. Barclay, a member of the Committee, was Chief Executive Officer of
the Corporation until May 14, 1996.
COMPENSATION COMMITTEE
Joseph J. Barclay
Eric Hoffman
C. Calvert Knudsen
6
<PAGE>
PERFORMANCE GRAPH
The following graph compares the annual percentage change in the cumulative
shareholder return on the Corporation's Common Stock with the cumulative total
return of the NASDAQ Non-Financial Index, and the cumulative total return of an
industry group of peer companies in each case assuming investment of $100 on
January 31, 1993, and reinvestment of dividends.
TOTAL RETURN CHART
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CASCADE CORPORATION PEER GROUP* NASDAQ NON-FINANCIAL
<S> <C> <C> <C>
Jan-93 100 100 100
Jan-94 100 134 116
Jan-95 117 135 108
Jan-96 136 176 152
Jan-97 171 240 197
Jan-98 168 225 224
</TABLE>
* The peer group comprises the following companies: Agco Corp., Alamo Group
Inc., Arts Way Mfg. Inc., Astec Inds. Inc., Farr Co., Gehl Co., Gencor Inds.
Inc., Jlg Inds. Inc., Lindsay Mfg. Co., Nordson Corp., Peerless Mfg. Co., SI
Handling Sys. Inc., Utilx Corp., Valmont Inds. Inc.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Price Waterhouse LLP, an independent certified public accounting firm, has
been selected to continue to serve the Corporation in that capacity for the
current fiscal year. The Corporation expects representatives of Price Waterhouse
to 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.
SOLICITATION OF PROXIES
The Corporation may make arrangements with brokerage houses and other
custodians to send proxies and proxy-soliciting materials to their principals,
and the Corporation may reimburse them for their expense in so doing.
7
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the next annual meeting
must be received by the Corporation no later than January 31, 1999, in order to
be included in the proxy materials for the meeting.
ANNUAL REPORT
The Annual Report of the Corporation is being mailed to shareholders with
this Notice of Annual Meeting and Proxy Statement. The Annual Report is not
incorporated in the Proxy Statement by reference, nor is it part of the
proxy-soliciting material.
A copy of the Corporation's Annual Report on form 10-K filed with the
Securities and Exchange Commission is available without charge to record or
beneficial shareholders as of the record date. Requests for the form 10-K should
be addressed to the Secretary, Cascade Corporation, P.O. Box 20187, Portland,
Oregon 97294-0187, the Executive Offices of the Corporation.
8
<PAGE>
CASCADE CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
The undersigned hereby appoints J.P. Miller, R.C. Warren and K.G.
Wollenberg as Proxies, each with the power to appoint his substitute,
R and hereby authorizes them to represent, and to vote, as designated
hereon, all the shares of common stock of Cascade Corporation held of
record by the undersigned on April 3, 1998, at the Annual Meeting of
O Shareholders to be held at the Governor Hotel, 611 S.W. Tenth Avenue,
Portland, Oregon 97205, on May 14, 1998, and at any adjournment or
postponement thereof.
X
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELEVEN NOMINEES
FOR ELECTION AS DIRECTORS.
Y
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS
SPECIFIED, WILL BE VOTED FOR THE ELEVEN NOMINEES FOR ELECTION AS
DIRECTORS.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE.)
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
Please mark your vote as indicated in this example /X/
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Item 1: Election of 11 Directors
FOR ALL NOMINEES WITHHELD ALL NOMINEES
/ / / /
For, except vote withheld from the following nominee(s):
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NOMINEES: J.J. Barclay, R.C. Hire, W.J. Harrison, Eric Hoffman, C.C. Knudsen,
N.R. Lardy, E.C. Mercier, J.S. Osterman, J.B. Schwartz, R.C. Warren, Jr. and
N.A. Wilgenbusch.
- --------------------------------------------------------------------------------
Please sign exactly as your name appears. When shares are held by joint
tenants, both should sign. When signing as 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 person.
Date 1998
-------------------------------------
- ---------------------------------------------
Signature
- ---------------------------------------------
Signature
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
