<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MONARCH SERVICES, 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 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previous paid:
(2) Form, Schedule or registration statement no.:
(3) Filing party:
(4) Date Filed:
<PAGE>
MONARCH SERVICES, INC.
4517 Harford Road
Baltimore, Maryland 21214
September 10, 1999
Dear Stockholder:
Your Company cordially invites you to attend the 1999 Annual
Meeting of Stockholders which will be held at 11:00 A.M. on October
15, 1999, at the Center Club, Legg Mason Building, 100 Light Street,
Baltimore, Maryland.
The Notice of Annual Meeting and Proxy Statement accompanying
this letter describes the business to be transacted at the Annual
Meeting. A copy of the Annual Report to Stockholders is also
enclosed herewith.
Whether you plan to attend or not, we urge you to sign, date
and return the enclosed proxy card in the postage-paid envelope
provided, in order that as many shares as possible may be
represented at the Annual Meeting. Returning your proxy does
not deprive you of your right to attend the Annual Meeting and
vote your shares in person.
A majority of the outstanding shares of Common Stock must be
represented at the Annual Meeting in order to transact business,
and accordingly, the vote of every stockholder is important. Your
cooperation in returning your executed proxy promptly will be
appreciated.
Sincerely,
/s/ JACKSON Y. DOTT
Jackson Y. Dott,
President
<PAGE>
MONARCH SERVICES, INC.
4517 Harford Road
Baltimore, Maryland 21214
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
OCTOBER 15, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") of Monarch Services, Inc., a Delaware corpor-
ation (the "Company"), will be held at 11:00 A.M. local time on
October 15, 1999, at the Center Club, Legg Mason Building, 100 Light
Street, Baltimore, Maryland for the following purposes:
1. To elect a Board of four Directors to hold office until the next
annual meeting and until their successors are elected and
qualified;
2. To ratify the appointment of Deloitte & Touche LLP as the
Company's independent accountants for the fiscal year ending
April 30, 2000;
3. To consider a stockholder proposal that is opposed by the Board
of Directors;
4. To consider any other matter which may properly come before the
Annual Meeting.
All the above matters are more fully described in the
accompanying Proxy Statement.
The Board of Directors has fixed the close of business on
August 27, 1999 as the record date for the determination of the
stockholders entitled to notice of, and to vote at, the Annual
Meeting or any adjournment thereof, and only record holders
of Common Stock at the close of business on that day are entitled
to notice of and to vote at the Annual Meeting.
EACH STOCKHOLDER IS CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING IN PERSON. TO ASSURE REPRESENTATION AT THE ANNUAL MEETING,
HOWEVER, STOCKHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. ANY STOCKHOLDER ATTENDING THE
ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS PREVIOUSLY
RETURNED A PROXY CARD.
By Order of the Board of Directors,
Steven M. Szekely,
Secretary
Baltimore, Maryland
September 10, 1999
<PAGE>
MONARCH SERVICES, INC.
4517 HARFORD ROAD
BALTIMORE, MARYLAND 21214
PROXY STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
October 15, 1999
GENERAL INFORMATION CONCERNING THE SOLICITATION
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of
Monarch Services, Inc. (the "Company") to be voted at the
Company's 1999 Annual Meeting of Stockholders to be held at the
Center Club, Legg Mason Building, 100 Light Street, Baltimore,
Maryland on October 15, 1999 at 11:00 a.m., prevailing local time,
and any adjournments and postponements thereof (the "Annual
Meeting"). A stockholder may revoke his proxy at any time prior
to its use by executing another proxy bearing a later date or
by notifying the Secretary of the Company in writing. Copies
of this Proxy Statement, the attached Notice of 1999 Annual Meeting
of Stockholders, and the enclosed form of proxy were first mailed
to the Company's stockholders on or about September 10, 1999. The
Company's principal executive offices are located 4517 Harford
Road, Baltimore, Maryland 21214 and its telephone number is
(410) 254-9200.
The Proposals. At the Annual Meeting, the Company's stock-
holders will consider and vote upon; election of the Board of
four Directors to hold office for the ensuing year and
until their successors are elected and qualify; approve
and ratify the appointment of Deloitte & Touche LLP as the
Company's independent accountants for the fiscal year ending
April 30, 2000 and a stockholder proposal that is opposed by
the Board of Directors.
Approval by the Board. The Company's Board of Directors has
unanimously approved, and recommends that the Company's stock-
holders approve, the election of the nominated Directors and the
ratification of the appointment of Deloitte & Touche LLP as the
Company's independent accountants.
Voting of Proxies; Revocability of Proxy. A proxy card in the
accompanying form, which is properly executed, duly returned to the
Secretary of the Company and not revoked prior to exercise, will be
voted in accordance with the instructions indicated in the proxy
card. If no instructions are given with respect to any matter
specified in the Notice of Annual Meeting to be acted upon at the
Annual Meeting, the proxies named therein will vote the shares
represented thereby in favor of the election of the nominated
Directors and in favor of the ratification of the appointment of
Deloitte & Touche LLP as the Company's independent accountants.
Each stockholder who has executed a proxy and returned it to the
Secretary of the Company may revoke the proxy by notice in writing
to the Secretary of the Company, or by attending the Annual Meeting
in person and requesting the return of the proxy, in either case at
any time prior to the voting of the proxy. Presence at the Annual
Meeting does not itself revoke the proxy. In addition, any later
dated proxies returned on a timely basis will revoke proxies
submitted prior thereto. A stockholder who attends the Annual
Meeting in person, may, if he or she wishes, vote by ballot at
the Annual Meeting, thereby canceling any proxy previously given
by such stockholder.
<PAGE>
Solicitation of Proxies. Proxies are being solicited by and on
behalf of the Company. Accordingly, the costs of preparing,
assembling and mailing the proxy materials will be borne by the
Company. In addition to solicitation by the use of mails,
proxies may be solicited by Directors, officers and employees
of the Company in person or by telephone, facsimile transmission
or other means of communication. Such Directors, officers and
employees of the Company will not be additionally compensated,
but will be reimbursed for out-of-pocket expenses in connection
with such solicitation. Arrangements will also be made with
brokers and dealers, custodians, nominees and fiduciaries to
assist the Company in the solicitation of proxies, including
for forwarding of proxy materials to beneficial owners of
common stock of the Company, $0.25 par value per share (the
"Common Stock"), held of record by such persons, and the Company
will reimburse such brokers, dealers, custodians, nominees and
fiduciaries for reasonable expenses incurred in connection
therewith but will not otherwise compensate such persons. The
Company does not currently intend to retain outside proxy
solicitors to solicit proxies by use of the mails, in person,
by telephone, by facsimile transmission or by other means of
communication; however, the Company reserves the right to retain
outside proxy solicitors if necessary. The costs of outside
proxy solicitors, if retained, will be borne by the Company.
Record Date. The Board of Directors has fixed the close of
business on August 27, 1999 as the record date (the "Record
Date") for the determination of the stockholders entitled to
notice of, and to vote at, the Annual Meeting.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors has fixed the number of Directors at
four. Mr. A. Eric Dott, Mr. Jackson Y. Dott, Mr. David F. Gonano
and Mrs. Helen Delich Bentley have been nominated for a term to
expire at the next annual meeting and until their successors are
elected and qualified. Each of the nominees is a member of the
present Board of Directors. Proxies solicited hereby cannot be
voted for a greater number of persons than the number of nominees
named. If at the time of the Annual Meeting any of the nominees
should be unable or decline to serve, the discretionary authority
provided in the proxy may be exercised to vote for a substitute
or substitutes. The Board of Directors has no reason to believe
that any substitute nominee or nominees will be required.
The Board of Directors recommends that stockholders vote FOR
the election of each of the nominees. Unless contrary instructions
are given, the persons named in the accompanying proxy will vote all
proxies in favor of the nominees listed above to serve for the
coming year and until their successors are elected and qualified.
<PAGE>
DIRECTORS AND OFFICERS
The address of each of the Directors and officers of the
Company is c/o Monarch Services, Inc., 4517 Harford Road, Baltimore,
MD 21214.
Name, Age, Director Principal Occupation(s) and
Since Business Experience During
Past 5 Years
---------------------------------------------------------------------
A. Eric Dott, Age 72 1970 Chairman of the Board of the
Company since 1990. Mr. Dott
is the father of Jackson Y.
Dott, President of the Company.
Jackson Y. Dott, Age 41 1987 President, Treasurer and Chief
Executive Officer of the
Company since 1990. Mr. Dott
is the son of A. Eric Dott,
Chairman of the Company.
David F. Gonano, Age 52 1996 Certified Public Accountant,
Managing Director of American
Express Tax & Business
Services, Personal Financial
Specialist.
Helen Delich Bentley, Age 75 1995 President of Helen Bentley and
Associates, Inc. since 1995;
Consultant for the Port of
Baltimore since 1995; Member
of the U.S. House of Represent-
tives from 1985-1995.
Steven M. Szekely, Age 75 N/A Executive Vice President of
the Company since 1979 and
Secretary of the Company since
1990.
Marshall Chadwell, Age 59 N/A Chief Financial Officer of the
Company since 1996; Controller
of Company since 1995. Served
as Business Manager of Wesley,
Inc. from 1991 to 1995.
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS, DIRECTOR COMPENSATION AND
MEETING ATTENDANCE.
The Board of Directors met five times during the last fiscal
year. The Board has a standing Audit Committee and Compensation
Committee. The Audit Committee and Compensation Committee consist
of David F. Gonano and Helen Delich Bentley. The Audit Committee
met with the Company's independent accountants once during the
last fiscal year. The Audit Committee recommends engagement of
the Company's independent accountants, reviews the arrangements
and scope of the audit and the performance of the independent
accountants, reviews the financial statements, considers comments
made by the independent accountants with respect to the Company's
system of internal accounting control and reviews non-audit
services provided by the Company's independent accountants. The
Compensation Committee was established after the end of the
Company's fiscal year and, accordingly, did not meet during the
year. The Compensation Committee approves the salary of the
Company's President and consults with management, as requested,
to set general levels of compensation within the Company. The
Board of Directors has not established a nominating committee.
The functions customarily attributable to a nominating committee
are performed by the Board of Directors as a whole. The Board
of Directors will not consider nominees submitted by the Company's
stockholders. No Director attended less than 75% of the aggregate
number of meeting of the Board of Directors and any Board
committee on which such Director served.
DIRECTOR COMPENSATION
The Company's Directors have not received any cash compensation
for their services as Directors for the past several years. At a
special meeting of the Board of Directors of Monarch Services, Inc.
(the "Company") held on November 12, 1998, The Board adopted a
resolution authorizing the payment of a cash bonus in the amount of
$25,000 to each of Mr. A. Eric Dott, Mr. Jackson Y. Dott, Mr. David
F. Gonano and Mrs. Helen Delich Bentley. The cash bonus was in
recognition of the service of the Directors, who had served without
cash compensation for several years for the benefit of the Company.
<PAGE>
CERTAIN TRANSACTIONS
Mr. A. Eric Dott is the joint owner with his wife of certain
real property located in Baltimore, Maryland comprising approximately
32,000 square feet and utilized as offices and plant by the Company
under a lease expiring in 2007. The lease calls for an annual net
rental of $128,796.00 through June, 2000 and adjusted annually each
following year based any increase of the Consumer Price Index (the
"Index) which is calculated by comparing the index from the first
full calendar month of the preceding lease year with the index in
effect as of the last full calendar month of the preceding lease
year. The management of the Company believes that the terms of its
lease with the Dotts are comparable to those which would be
obtainable in leases with non-affiliated parties.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or
allocated to the chief executive officer and each officer whose
salary and bonus exceeded $100,000 for services rendered to
the Company in all capacities during the years ended April 30,
1997, 1998 and 1999.
Summary Compensation Table
Annual Long-Term
Compensation Compensation
Awards
Securities
Name and Principal Position Year Salary Bonus Underlying
($) ($) Options
---------------------------------------------------------------------
Jackson Y. Dott 1999 59,800 25,000 -
Chief Executive Officer 1998 59,800 - 40,000(1)
1997 43,100 - 40,000(2)
Karen Bokram 1999 101,923 - -
Publisher/Editor-in-Chief 1998 103,647 - -
1997 25,235 76,593 -
----------------------------
(1) This option expired without exercise on September 30, 1998.
(2) This option expired without exercise on September 30, 1997.
<PAGE>
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to ratification by the stockholders and on the recomm-
endation of the Audit Committee, the Board of Directors has appointed
Deloitte & Touche LLP as independent accountants to audit the
financial statements for the year ending April 30, 2000.
Representatives of Deloitte & Touche LLP are expected to be present
at the Annual Meeting, will have the opportunity to make a statement
if they desire to do so and will be available to respond to
appropriate questions.
The Board of Directors recommends that stockholders vote FOR
ratification of Deloitte & Touche LLP as independent accountants.
PROPOSAL THREE: STOCKHOLDER PROPSAL
The following stockholder proposal was submitted according to
Rule 14a-8 of the Exchange Act. The Company will furnish the name
and address of the proponent of the statement, and information
concerning the number of shares of common stock that the proponent
beneficially owns, promptly upon receipt of any oral or written
request.
Proposal. Each nominee for Director of Monarch subsequent to
the 1999 annual meeting would be required to own, or acquire by
purchasing in the open market (or purchase from Monarch at fair
market value on the date of purchase), and maintain ownership
of a minimum of 5,000 shares of Monarch's stock for as long as
he/she maintains his/her position as a Director of Monarch.
Such stock ownership is expected to be effectuated prior to
each Director's first election or appointment to the Board of
Directors of Monarch.
The Board of Directions recommends a vote AGAINST the
stockholder proposal.
<PAGE>
OWNERSHIP OF VOTING SECURITIES
Only stockholders of record of outstanding Common Stock of the
Company at the close of business on August 27, 1999 are entitled
to notice of and to vote at the Annual Meeting. On August 27, 1999,
1,619,820 shares of Common Stock were outstanding.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding
beneficial ownership of the Common Stock as of August 27, 1999
by (i) each person that is known by the Company to beneficially own
or exercise voting or dispositive control over 5% or more of the
outstanding shares of Common Stock; (ii) each Director; and (iii)
all Directors as a group. Except as otherwise indicated in the
footnotes to the table, the persons named below have sole voting
and disposition power with respect to the shares beneficially owned
by such persons. In general, a person is deemed to be a "beneficial
owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or
direct the disposition of such security. A person is also deemed
to be a beneficial owner of any securities of which the person has
the right to acquire beneficial ownership within 60 days.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
Jackson Y. Dott 427,529 26.4%
Monarch Services, Inc.
4517 Harford Road
Baltimore, MD 21214
A. Eric Dott 173,490 10.7%
Monarch Services, Inc.
4517 Harford Road
Baltimore, MD 21214
Helen Delich Bentley 3,080 00.2%
Monarch Services, Inc.
4517 Harford Road
Baltimore, MD 21214
David F. Gonano - -
Monarch Services, Inc.
4517 Harford Road
Baltimore, MD 21214
Anthony J. Sutton 124,000 07.7%
1135 West Fourth Street
Winston-Salem, NC 27101
Karen Bokram - -
Girls' Life, Inc.
4517 Harford Road
Baltimore, MD 21214
All Directors and 728,099 45.0%
Executive Officers as
a group (5 persons)
----------------
<PAGE>
VOTE REQUIRED TO APPROVE MATTERS
As of the Record Date, there were 1,619,820 shares of common
stock issued, outstanding and entitled to vote. A quorum for the
meeting requires the presence in person or by proxy of holders of
a majority of the outstanding shares of Common Stock. The election
of each Director requires a plurality of the votes present and
entitled to vote. The approval of each other proposal requires
the affirmative vote of the holders of a majority of the shares
represented at the Annual Meeting and entitled to vote.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the Teller of Elections appointed for the Annual Meeting
and will determine whether or not a quorum is present. Where, as to
any matter submitted to the stockholders for a vote, proxies are
marked as abstentions (or stockholders appear in person but abstain
from voting), such abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the presence
of a quorum but as unvoted for purposes of determining the approval
of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect
to that matter; however, such shares will be considered present
for purposes of a quorum.
Section 2.10 of Article II of the Company's Bylaws requires
compliance with a procedure under which a stockholder may nominate
a candidate for election as Director at an annual meeting. The
nomination is required to be (i) written (ii) delivered to, or
mailed and received at, the executive offices of the Company not
less than 60 days nor more than 90 days prior to the date of the
scheduled annual meeting and (iii) accompanied by (A) the name,
age, business address and residence of the stockholder and each
person whom the stockholder proposes to nominate for election or
re-election as a Director, (B) the principal occupation or
employment of such persons, (C) the number of shares of Company
Stock which are beneficially owned by such persons that is
required to be disclosed in solicitations of proxies with respect
to nominees for election as Directors, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, and (E)
the name and address, as they appear on the Company's books, of
the stockholder making the nomination and any other stockholder
known by such stockholder to support such nomination, and the
number of shares of Company stock beneficially owned by all such
stockholders. If notice or public disclosure of the date of the
annual meeting occurs less than 70 days prior to the date of the
annual meeting, stockholders must deliver to the Company, or mail
and have received at the Company, the nomination and the required
attendant information no later than the close of business on the
tenth day following the earlier of (i) the day on which such notice
of the date of the annual meeting was mailed or (ii) the day on
which such public disclosure was made. This discussion is intended
to summarize Section 2.10 of Article II of the Company's Bylaws,
and is qualified in its entirety by reference to the Company's
Bylaws.
<PAGE>
DATE FOR SUBMISSION OF STOCKHOLDERS PROPOSALS
Stockholders' proposals intended to be presented at the 2000
Annual Meeting of Stockholders must be received by the Company no
later than May 11, 2000 to be considered for inclusion in the
Company's proxy statement and form of proxy for that meeting.
Proposals should be sent to the Secretary of the Company at the
executive offices of the Company. For details concerning
eligibility, extent and limitations respecting the right to include
proposals, stockholders should consult the proxy regulations of the
Securities and Exchange Commission.
If a stockholder intends to present a stockholder proposal at
the 2000 Annual Meeting in a manner other than the inclusion of the
proposal in the Company's proxy statement and proxy relating to
that meeting, unless the stockholder notifies the Company of such
intention by July 27, 2000, the proxy holders named by the Company
may exercise their discretionary voting authority on the matter
in accordance with their best judgement.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act") requires that the Company's Directors and
executive officers, and persons who own more than 10% of the
Company's outstanding Common Stock, file with the Securities
and Exchange Commission (the "SEC") initial reports of owner-
ship and reports of change in ownership of the Common Stock of
the Company. The same persons are also required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms that they file.
To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company, all
required filing requirements under Section 16(a) of the
Securities Exchange Act of 1934, were filed in fiscal year
1999.
<PAGE>
OTHER MATTERS
As of the date of this proxy statement, the Board of
Directors is not aware of any matters, other than those stated
above, that may be brought before the Annual Meeting. The
persons named in the enclosed form of proxy or their substitutes
will vote said proxy in respect of any such business in accord-
ance with their best judgment.
By Order of the Board of Directors
Steven M. Szekely,
Secretary
September 10, 1999
<PAGE>
MONARCH SERVICES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 15, 1999
The undersigned hereby appoints A. Eric Dott and David F.
Gonano, and each of them, with full power of substitution,
as proxy, to vote all shares of the Common Stock of Monarch
Service, Inc. (the "Company"), which the undersigned is
entitled to vote at the Annual Meeting of stockholders of
the Company on October 15, 1999 at 11:00 a.m., and at any
adjournment or postponements thereof (the "Annual Meeting"),
on the following matters, each of which is fully described
in the proxy statement.
The Board of Directors recommends a vote FOR each of items
1 and 2 listed below and AGAINST item 3 listed below.
1. FOR / / WITHHOLD / / The election of four persons to
the Board of Directors of the Company to serve until the
next annual meeting of stockholders and until their successors
are elected and qualified (except as marked to the contrary):
A. Eric Dott, David F. Gonano, Jackson Y. Dott, and Helen
Delich Bentley (TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME)
2. FOR / / AGAINST / / ABSTAIN / / Proposal to ratify
Deloitte & Touche LLP, as independent auditors of the
company for the fiscal year ending April 30, 2000.
3. FOR / / AGAINST / / Proposal by stockholder that Directors
maintain ownership of a minimum of 5,000 shares of Monarch
Services, Inc. stock.
4. To act upon any other matter which may properly come before
the Annual Meeting.
THIS PROXY WILL BE VOTED ON EACH OF THE FOREGOING ITEMS AS
SPECIFIED BY THE PERSON SIGNING IT, BUT IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS,
FOR THE RATIFICATION OF ACCOUNTANTS AND AGAINST THE STOCKHOLDER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. IT MAY BE REVOKED PRIOR TO ITS EXERCISE.
<PAGE>
Receipt of notice of the Annual Meeting and proxy statement is
hereby acknowledged, and the terms of the notice and statement
are hereby incorporated by reference into this proxy. The
undersigned hereby revokes all proxies heretofore given for
the Annual Meeting.
WITNESS the hand and seal undersigned, this day of
, 1999.
[SEAL]
[SEAL]
Please date and then sign exactly as name appears to the right.
If signing for trusts, estates or corporations, capacity or
title should be stated. If shares are jointly owned, both
owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE
