NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT OF
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
Time: 9:00 A.M.
Thursday
April 22, 1999
Place: One Ameren Plaza
1901 Chouteau Avenue
St. Louis, Missouri
IMPORTANT
Admission to the meeting will be by ticket only. If you plan to attend,
please check the appropriate box on the proxy. Persons without tickets will be
admitted to the meeting upon verification of their stockholdings in the
Company.
Please vote, date, sign, and return the enclosed proxy in the accompanying
reply envelope even if you own only a few shares. If you attend the meeting and
want to change your proxy vote, you can do so by voting in person at the
meeting.
<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
We will hold the Annual Meeting of Stockholders of Central Illinois Public
Service Company at the principal executive offices of Ameren Corporation, One
Ameren Plaza, 1901 Chouteau Avenue, St. Louis, Missouri, on Thursday, April 22,
1999, at 9:00 A.M., for the purposes of
(1) electing directors of the Company for terms ending in April 2000; and
(2) acting on other proper business presented to the meeting.
If you owned shares of the Company's capital stock at the close of business
on March 5, 1999, you are entitled to vote at the meeting and at any adjournment
thereof.
To assure that your shares are represented at this meeting, please vote,
date, sign, and return the enclosed proxy in the enclosed envelope. The prompt
return of your proxy will reduce expenses.
By order of the President and the Board of Directors.
STEVEN R. SULLIVAN
Secretary
St. Louis, Missouri
March 30, 1999
<PAGE>
PROXY STATEMENT OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
(First sent or given to stockholders March 30, 1999)
Principal Executive Offices:
607 East Adams Street, Springfield, Illinois 62739
The enclosed proxy is solicited by the Board of Directors of Central
Illinois Public Service Company, d/b/a AmerenCIPS ("CIPS" or the "Company"), for
use at the Annual Meeting of Stockholders of the Company to be held on Thursday,
April 22, 1999, and at any adjournment thereof.
As a result of a merger effective December 31, 1997 (the "Merger"), the
Company, Union Electric Company, d/b/a AmerenUE ("Union Electric"), and Ameren
Services Company are the principal subsidiaries of Ameren Corporation
("Ameren").
VOTING
Only stockholders of record at the close of business on the Record Date,
March 5, 1999, are entitled to vote at the meeting. The voting securities of the
Company on such date consisted of 25,452,373 shares of Common Stock, all of
which were owned by Ameren, and 800,000 shares of Cumulative Preferred Stock of
various series. In order to conduct the meeting, a majority of the outstanding
shares entitled to vote must be represented. Each stockholder is entitled to one
vote, for each share of stock of the Company (whether common or preferred) held,
on each matter submitted to a vote at the meeting, except that in the election
of directors, each stockholder is entitled to vote cumulatively and therefore
may give one nominee votes equal to the number of directors to be elected,
multiplied by the number of shares held by such stockholder, or such votes may
be distributed among any two or more nominees. The proxies seek discretionary
authority to cast cumulative votes in the election of directors.
A proxy can be revoked by delivering either a written revocation or a
signed proxy bearing a later date to the Secretary of the Company or by voting
in person at the meeting.
Returned proxies which are properly marked and signed will be voted as
directed. If you sign the proxy but do not make specific choices, your shares
will be voted as recommended by the Board -- FOR the Board's nominees for
Director. On any other matters, the named proxies will use their discretion.
1
<PAGE>
In determining whether a quorum is present at the meeting, shares
registered in the name of a broker or other nominee, which are voted on any
matter, will be included. In tabulating the number of votes cast, withheld
votes, abstentions, and non-votes by banks and brokers are not included.
Holders of depositary shares ("Depositary Shares") representing one-quarter
of one share of 6.625% Cumulative Preferred Stock of the Company will receive a
form of proxy so that they may instruct Ameren Services Company, as depository
agent, as to the manner of voting such Depositary Shares. The depository agent
will vote whole shares of 6.625% Cumulative Preferred Stock based on those
instructions from holders of Depositary Shares.
The Board of Directors has adopted a confidential voting policy for
proxies.
ITEMS TO BE CONSIDERED
Item (1): Election of Directors
Five directors are to be elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. The nominees
designated by the Board of Directors, all of whom are executive officers of the
Company or its affiliates, are listed below with information about their
principal occupations and backgrounds.
In February 1999, the Board of Directors amended the Company's By-Laws to
provide that the Board shall consist of a minimum of four and a maximum of nine
directors. Effective with the 1999 Annual Meeting, the Board will consist of
five directors.
PAUL A. AGATHEN
Senior Vice President - Energy Supply Services of Ameren Services Company. Mr.
Agathen was employed by Union Electric in 1975 as an attorney. He was named
General Attorney of Union Electric in 1982, Vice President, Environmental and
Safety in 1994 and Senior Vice President in 1996. He was elected to his present
position at Ameren Services Company upon the Merger. Director of the Company
since 1997. Other directorships: Union Electric (since 1998). Age: 51.
2
<PAGE>
WARNER L. BAXTER
Controller of the Company and Vice President and Controller of Ameren, Union
Electric and Ameren Services Company. From 1983 to 1995, Mr. Baxter was employed
by Price Waterhouse (now PricewaterhouseCoopers LLP). Mr. Baxter joined Union
Electric in 1995 as Assistant Controller. He was promoted to Controller of Union
Electric in 1996 and was elected Vice President and Controller of Union
Electric, Ameren and Ameren Services Company in 1998. He was elected Controller
of the Company in 1998. Age: 37.
DONALD E. BRANDT
Senior Vice President - Finance of Ameren and Senior Vice President - Finance
and Corporate Services of Union Electric and Ameren Services Company. Mr. Brandt
worked for Price Waterhouse (now PricewaterhouseCoopers LLP) from 1975 until his
appointment as Controller of Union Electric in 1983. He was elected Vice
President of Union Electric in 1985 and Senior Vice President in 1988. He was
elected to his present positions at Ameren and Ameren Services Company upon the
Merger. Director of the Company since 1997. Other directorships: Union Electric
(since 1998); Huntco, Inc.; The ARCH Fund, Inc. Age: 44.
CHARLES W. MUELLER
Chairman, President and Chief Executive Officer of Ameren and President and
Chief Executive Officer of Union Electric and Ameren Services Company. Mr.
Mueller began his career with Union Electric in 1961 as an engineer. He was
named Treasurer in 1978, Vice President-Finance in 1983, Senior Vice President-
Administrative Services in 1988, President in 1993 and Chief Executive Officer
in 1994. Mr. Mueller was elected Chairman of Ameren and President and Chief
Executive Officer of Ameren and Ameren Services Company upon the Merger.
Director of the Company since 1997. Mr. Mueller is Deputy Chairman of the
Federal Reserve Bank of St. Louis. Other directorships: Ameren (since 1997);
Union Electric (since 1993); Angelica Corporation. Age: 60.
GARY L. RAINWATER
President and Chief Executive Officer of the Company. Mr. Rainwater was elected
Executive Vice resident of the Company in January 1997 and was named to his
present position in December 1997. Before joining the Company he worked for
Union Electric for 17 years and was elected a vice president in 1993. Director
of the Company since 1997. Other directorships: Union Electric (since 1998).
Age: 52.
3
<PAGE>
The five nominees for director who receive the most votes will be elected.
The Board of Directors knows of no reason why any nominee will not be able
to serve as a director. If, at the time of the Annual Meeting, any nominee is
unable or declines to serve, the proxies may be voted for a substitute nominee
approved by the Board.
During 1998, the Board of Directors met five times. All nominees attended
all of the meetings of the Board for which they were eligible and of the Board
Committee of which they were members.
Age Policy - Directors who attain age 72 prior to the date of an annual
meeting cannot be designated as a nominee for election at such meeting.
Board Committees - The Board of Directors has an Executive Committee which
has such duties as may be delegated to it from time to time by the Board. The
members of the Executive Committee are Messrs Brandt, Mueller and Rainwater. The
Executive Committee met once in 1998.
The Board does not have any standing committees other than the Executive
Committee. The Board committees of the Company's parent, Ameren, perform
committee functions for the Company's Board.
Directors' Compensation - All nominees for director are executive officers
of Ameren or its subsidiaries, and they do not receive compensation for their
services as a director. During 1998, non-employee directors received an annual
retainer of $16,000.
Item (2): Other Matters
The Board of Directors does not know of any matters, other than the
election of directors, which may be presented to the meeting.
SECURITY OWNERSHIP
Securities of the Company
All of the outstanding shares of the Company's Common Stock are owned by
Ameren. Of the 800,000 shares of the Company's outstanding Cumulative Preferred
Stock, an aggregate of eight shares
4
<PAGE>
were owned by all directors and executive officers of the Company as a group as
of February 1, 1999.
<TABLE>
<CAPTION>
Securities of Ameren
Shares of Common Stock
of Ameren
Beneficially Owned<F1><F2>
Name as of February 1, 1999
---- ----------------------
<S> <C>
Paul A. Agathen 10,820
Donald E. Brandt 9,370
Warner L. Baxter 2,583
James T. Birkett 2,853
William A. Koertner 4,505
Michael J. Montana 3,106
Gilbert W. Moorman 1,148
Charles W. Mueller 30,383
Gary L. Rainwater 3,060
All Directors and executive officers as a group 76,505
<FN>
<F1>Includes shares held jointly. Also includes shares issuable within 60
days upon the exercise of stock options as follows: Mr. Agathen,
6,400; Mr. Baxter, 2,500; Mr. Brandt, 8,150; Mr. Montana, 2,100; and
Mr. Mueller, 22,175. Reported shares include those for which a
director, nominee for director or executive officer has voting or
investment power because of joint or fiduciary ownership of the
shares or a relationship with the record owner, most commonly a
spouse, even if such nominee or executive officer does not claim
beneficial ownership.
<F2>Shares beneficially owned by all directors, nominees for director and
executive officers in the aggregate do not exceed one percent of any
class of equity securities outstanding.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
Ameren Corporation Human Resources Committee Report on Executive Compensation
for 1998
Ameren Corporation and its subsidiaries' (collectively referred to as
"Ameren") goal for executive salaries is to approximate the median of the range
of salaries paid by similarly-situated companies. Accordingly, the Human
Resources Committee of the Board of Directors of Ameren Corporation, which is
comprised entirely of non-employee directors, makes annual reviews of the
compensation paid to the executive officers of Ameren. The Committee's salary
decisions with respect to the five highest paid officers of Ameren Corporation
and each principal subsidiary are subject to approval by such company's Board of
Directors. Following the annual reviews, the Committee authorizes appropriate
changes as determined by the three basic components of the executive
compensation program, which are:
5
<PAGE>
o Base salary,
o A performance-based incentive plan, and
o Long-term stock-based awards.
First, in evaluating and setting base salaries for executive officers,
including the Chief Executive Officers of Ameren Corporation and its
subsidiaries, the Committee considers: individual responsibilities, including
changes which may have occurred since the prior review; individual performance
in fulfilling responsibilities, including the degree of competence and
initiative exhibited; relative contribution to the results of operations; the
impact of operating conditions; the effect of economic changes on salary
structure; and comparisons with compensation paid by similarly-situated
companies. Such considerations are subjective, and specific measures are not
used in the review process.
The second component of the executive compensation program is a
performance-based Executive Incentive Compensation Plan established by the
Ameren Corporation Board, which provides specific, direct relationships between
corporate results and Plan compensation. For 1998, Ameren consolidated year-end
earnings per share (EPS) target levels were set by the Human Resources
Committee. If EPS reaches at least the minimum target level, the Committee
authorizes incentive payments within prescribed ranges based on individual
performance and degree of responsibility. If EPS fails to reach the minimum
target level, no payments are made. Under the Plan, it is expected that payments
to the Chief Executive Officers of Ameren Corporation and its subsidiaries will
range from 0-37% of base salary. For 1998, actual payments ranged from 29% to
36% of base salary.
The third component of the 1998 executive compensation program is the
Long-Term Incentive Plan of 1998, which also ties compensation to performance.
The Plan was approved by Ameren Corporation shareholders at its 1998 Annual
Meeting and provides for the grant of options, performance awards, stock
appreciation rights and other awards. The Human Resources Committee determines
who participates in the Plan and the number and types of awards to be made. It
also sets the terms, conditions, performance requirements and limitations
applicable to each award under the Plan. Awards under the 1998 Plan have been at
levels that approximate the median of the range of awards granted by
similarly-situated companies.
In determining the reported 1998 compensation of the Chief Executive
Officers, as well as compensation for the other executive
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<PAGE>
officers, the Human Resources Committe considered and applied the factors
discussed above. Further, the reported compensation reflects an above-average
level of achievement in attaining 1998 EPS. Authorized salaries for the
Company's executive officers fell within the ranges of those paid by similarly-
situated companies.
/s/ John Peters MacCarthy, Chairman
Thomas A. Hays
Robert H. Quenon
Gordon R. Lohman
Compensation Tables
The following tables contain compensation information, for the periods
indicated, for (a) the President and Chief Executive Officer of the Company, (b)
the four other most highly compensated executive officers of the Company who
were serving as executive officers at the end of 1998 and (c) W. A. Koertner,
who resigned as Vice President, Chief Financial Officer and Secretary of the
Company in November 1998.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Securities All Other
Name and Compensation Underlying Compen-
Principal Position Year Salary ($) Bonus ($) Options(#) sation($)
------------------ ---- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
G.L. Rainwater, 1998 325,000 93,000 25,800 66<F1>
President and Chief 1997 246,000 - - 134
Executive Officer<F2> 1996 146,000 32,000 2,500 4,160
W.A. Koertner 1998 180,000 - 9,700 1,256<F1><F3>
Vice President, 1997 198,000 - - -
Chief Financial 1996 190,000 45,000 - -
Officer and Secretary
G.W. Moorman 1998 175,500 29,000 9,700 1,703<F1>
Vice 1997 169,000 - - -
President-Regional 1996 162,000 35,000 - -
Operations
J.T. Birkett 1998 170,500 30,000 9,700 1,659<F1>
Vice President - 1997 162,000 - - -
Power Operations 1996 150,000 35,000 - -
M.J. Montana 1998 160,000 28,000 9,700 15,865<F1>
Vice President- 1997 154,000 24,000 3,400 13,409
Supply Services; and 1996 146,000 26,000 2,500 12,655
Vice
President-Supply
Services, Union
Electric and Ameren
Services Company<F4>
W.L. Baxter 1998 157,000 35,000 9,700 2,753<F1>
Controller; and Vice 1997 143,000 28,000 3,400 2,318
President and 1996 129,000 29,000 2,500 224
Controller, Ameren,
Union Electric and
Ameren Services
Company<F4>
<FN>
<F1>Amounts include (a) matching contributions to the 401(k) plan and (b)
above-market earnings on deferred compensation, as follows:
(a) (b)
G. L. Rainwater - $ 66
W.A. Koertner $ 1,256 -
G.W. Moorman 1,667 36
J.T. Birkett 1,659 -
M.J. Montana 4,369 11,496
W.L. Baxter 2,029 724
<F2>Amounts paid to Mr. Rainwater for periods prior to January 13, 1997
are compensation earned as an employee of Union Electric.
<F3>Mr. Koertner received a payment of $350,000 in connection with his
resignation from the Company.
<F4>Includes compensation received as an officer of Ameren and its
subsidiaries including the Company.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN 1998
Number of % of Total Grant
Shares Options Date
Underlying Granted to Exercise Present
Options Employees Price Expiration Value<F2>
Name Granted<F1> in 1998 ($/Sh) Date ($)
---- ---------- ------- ------ ---- ---
<S> <C> <C> <C> <C> <C>
G.L. Rainwater 25,800 3.68 39.25 4/28/08 127,968
W.A. Koertner 9,700 1.38 9.25 4/28/08 48,112
G.W. Moorman 9,700 1.38 3.25 4/28/08 48,112
J.T. Birkett 9,700 1.38 39.25 4/28/08 48,112
M. J. Montana 9,700 1.38 39.25 4/28/08 48,112
W. L. Baxter 9,700 1.38 39.25 4/28/08 48,112
<FN>
<F1>Options vest 25% annually beginning April 28, 2000.
<F2>The Grant Date Present Values were determined using the binomial
option pricing model, a derivative of the Black-Scholes option pricing
model. Assumptions used for the model are as follows: an option term of
ten years, stock volatility of 17.63%, dividend yield of 6.55%, risk-free
interest rate of 6.01%, and a vesting restrictions discount rate of 3%
per year over the five-year vesting period. The Grant Date Present Value
calculation is presented in accordance with SEC proxy requirements, and
the Company has no way to determine whether the pricing model can
properly determine the value of an option. There is no assurance that the
value, if any, that may be realized will be at or near the value
estimated by the model. No value will be realized by the optionee unless
the stock price increases from the exercise price, in which case
shareholders would benefit commensurately.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END VALUES
Shares Number of
Acquired Value Shares Underlying Unexercised Value of In-the-Money
on Realized Options At Year End(#) Options At Year End($)
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G.L. Rainwater - - - 25,800 - 81,433
W. A. Koertner - - - - - -
G.W. Moorman - - - 9,700 - 30,616
J. T. Birkett - - - 9,700 - 30,616
M.J. Montana - - 1,675 16,025 6,858 50,755
W.L. Baxter - - 1,025 15,375 2,763 46,660
</TABLE>
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<PAGE>
Ameren Retirement Plan
Most salaried employees of Ameren and its subsidiaries earn benefits under
the Ameren Retirement Plan immediately upon employment. Benefits generally
become vested after five years of service. On an annual basis a bookkeeping
account in a participant's name is credited with an amount equal to a percentage
of the participant's pensionable earnings for the year. Pensionable earnings
equals base pay, overtime and annual bonuses, which are equivalent to amounts
shown as "Annual Compensation" in the Summary Compensation Table. The applicable
percentage is based on the participant's age as of December 31 of that year. If
the participant was an employee prior to July 1, 1998, an additional transition
credit percentage is credited to the participant's account through 2007 (or an
earlier date if the participant had less than 10 years of service on December
31, 1998).
<TABLE>
<CAPTION>
Transition Credit
Participant's Age Regular Credit for or Pensionable
on December 31 Pensionable Earnings<F1> Earnings Total Credits
-------------- -------------------- -------- -------------
<S> <C> <C> <C>
Less than 30 3% 1% 4%
30 to 34 4% 1% 5%
35 to 39 4% 2% 6%
40 to 44 5% 3% 8%
45 to 49 6% 4.5% 10.5%
50 to 54 7% 4% 11%
55 and over 8% 3% 11%
<FN>
<F1>An additional regular credit of 3% is received for pensionable earnings
above the Social Security wage base.
</FN>
</TABLE>
These accounts also receive interest credits based on the average yield for
one-year U.S. Treasury Bonds for the previous October, plus 1%. In addition,
certain annuity benefits earned by participants under prior plans as of December
31, 1997 were converted to additional credit balances under the Ameren
Retirement Plan as of January 1, 1998. When a participant terminates employment,
the amount credited to the participant's account is converted to an annuity or
paid to the participant in a lump sum. The participant can also choose to defer
distribution, in which case the account balance is credited with interest at the
applicable rate until the future date of distribution. Benefits are not subject
to any deduction for Social Security or other offset amounts.
10
<PAGE>
In certain cases pension benefits under the Retirement Plan are reduced to
comply with maximum limitations imposed by the Internal Revenue Code.
Supplemental plans are maintained by Ameren, Union Electric and CIPS to provide
for a supplemental benefit equal to the difference between the benefit that
would have been paid if such Code limitations were not in effect and the reduced
benefit payable as a result of such Code limitations. Such plans are unfunded
and are not qualified plans under the Internal Revenue Code. CIPS makes
contributions to an irrevocable trust to provide funds to assist in meeting its
liabilities under its supplemental plan.
The following table shows the estimated annual retirement benefits,
including supplemental benefits, which would be payable to each executive
officer listed if he were to retire at age 65 at his 1998 base salary and annual
bonus, and payments were made in the form of a single life annuity.
<TABLE>
<CAPTION>
Name Year of 65th Birthday Estimated Annual Benefit
---- --------------------- ------------------------
<S> <C> <C>
G.L. Rainwater 2011 $156,000
W.A. Koertner<F1> 2014 71,000
G.W. Moorman 2008 127,000
J.T. Birkett 2002 74,000
M.J. Montana 2011 137,000
W.L. Baxter 2026 108,000
<FN>
<F1>Terminated employment in 1998. The amount shown is his estimated
annual benefit payable at age 65 with interest.
</FN>
</TABLE>
CIPS maintains a Supplemental Executive Retirement Plan solely for the
purpose of providing retirement benefit payments to Mr. Rainwater in addition to
payments under the Ameren Retirement Plan. This Plan is unfunded and is not a
qualified plan under the Internal Revenue Code. Such benefits are included in
the above table.
Change of Control Severance Plan
Under the Ameren Corporation Change of Control Severance Plan, designated
officers of Ameren and its subsidiaries, including current officers of the
Company named in the Summary Compensation Table, are entitled to receive
severance benefits if their employment is terminated under certain circumstances
within three years after a "change of control." A "change of control" occurs, in
general, if (i) any
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<PAGE>
individual, entity or group acquires 20% or more of the outstanding Common Stock
of Ameren or of the combined voting power of the outstanding voting securities
of Ameren; (ii) individuals who, as of the effective date of the Plan,
constitute the Board of Directors of Ameren, or who have been approved by a
majority of the Board, cease for any reason to constitute a majority of the
Board; or (iii) Ameren enters into certain business combinations, unless certain
requirements are met regarding continuing ownership of the outstanding Common
Stock and voting securities of Ameren and the membership of its Board of
Directors.
Severance benefits are based upon a severance period of two or three years,
depending on the officer's position. An officer entitled to severance will
receive the following: (a) salary and unpaid vacation pay through the date of
termination; (b) a pro rata bonus for the year of termination, and base salary
and bonus for the severance period; (c) continued employee welfare benefits for
the severance period; (d) a cash payment equal to the actuarial value of the
additional benefits the officer would have received under Ameren's qualified and
supplemental retirement plans if employed for the severance period; (e) up to
$30,000 for the cost of outplacement services; and (f) reimbursement for any
excise tax imposed on such benefits as excess payments under the Internal
Revenue Code.
INDEPENDENT ACCOUNTANTS
The Company has not selected its independent accountants for 1999. This
selection is expected to be made by the Board of Directors of Ameren Corporation
after the Auditing Committee of that Board has reviewed the prior year's audit
report with representatives of the independent accountants for such year. After
such review, the Auditing Committee will recommend to that Board for its
approval the selection of independent accountants for 1999 and the fees to be
paid for the regular annual audit.
PricewaterhouseCoopers LLP served as the Company's independent accountants
in 1998. Representatives of that firm are expected to be present at the annual
meeting with the opportunity to make a statement if they so desire and are
expected to be available to respond to appropriate questions. Prior to the 1997
Merger, Arthur Andersen LLP served as the Company's independent accountants for
many years.
12
<PAGE>
STOCKHOLDER PROPOSALS
Any stockholder proposal intended for inclusion in the proxy material for
the Company's 2000 Annual Meeting of Stockholders must be received by December
1, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Form 3, Initial Statement of Beneficial Ownership of Securities, filed
by Thomas R. Voss pursuant to Section 16(a) of the Securities Exchange Act of
1934 was not filed on a timely basis. Mr. Voss was elected Vice
President-Regional Operations of the Company on July 1, 1998. The Company is not
aware of any other reports on Form 3, Form 4 or Form 5 under such Act that were
not filed on a timely basis.
MISCELLANEOUS
In addition to the use of the mails, proxies may be solicited by personal
interview, or by telephone or other means, and banks, brokers, nominees and
other custodians and fiduciaries will be reimbursed for their reasonable
out-of-pocket expenses in forwarding soliciting material to their principals,
the beneficial owners of stock of the Company. Proxies may be solicited by
officers, directors and key employees of the Company on a voluntary basis
without compensation. The Company will bear the cost of soliciting proxies on
its behalf.
_____________
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