<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
COACHMEN INDUSTRIES, 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.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
COACHMEN INDUSTRIES, INC.
P. O. BOX 3300
ELKHART, INDIANA 46515
219-262-0123
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1997
------------------
To the Shareholders of
COACHMEN INDUSTRIES, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of COACHMEN
INDUSTRIES, INC., an Indiana corporation, will be held at Christiana Creek
Country Club, 116 West Bristol Street, Elkhart, Indiana, on May 1, 1997 at 10:00
A.M., for the following purposes:
1. To elect nine directors of the Company to hold office for the ensuing
year.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on March 18, 1997, are
entitled to notice of and to vote at the meeting. Each such shareholder is
entitled to one vote per share on all matters to be voted on at the meeting.
Whether or not you expect to attend the meeting, please sign, date and
return the enclosed proxy in the enclosed envelope.
By Order of the Board of Directors,
GARY L. GROOM
Secretary
March 24, 1997
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
<PAGE> 3
COACHMEN INDUSTRIES, INC.
P. O. BOX 3300
ELKHART, INDIANA 46515
219-262-0123
------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1997
------------------
This Proxy Statement is being mailed to shareholders of COACHMEN
INDUSTRIES, INC. (the "Company") on or about March 24, 1997, and is furnished in
connection with the Board of Directors' solicitation of proxies to be used at
the annual meeting of shareholders to be held on May 1, 1997, at the time and
place and for the purposes set forth in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. The shareholder executing the
proxy has the power to revoke it at any time prior to the voting thereof. The
Annual Report to Shareholders for the year 1996 accompanies this Proxy
Statement. Additional copies of the Report may be obtained by writing to the
Secretary of the Company.
The expenses in connection with the solicitation of the enclosed form of
proxy, including postage, printing and handling, and actual expenses incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding documents
to beneficial owners, will be paid by the Company. It is also expected that
solicitation in person or by telephone will be made of some shareholders by
certain directors, officers and employees of the Company without extra
compensation.
VOTING INFORMATION
Each shareholder is entitled to one vote for each share of the Company's
Common Stock held as of the record date. For purposes of the meeting, a quorum
means a majority of the outstanding shares. As of the close of business on March
18, 1997, the record date for shareholders entitled to vote at the annual
meeting, there were outstanding 17,210,026 shares of Common Stock, entitled to
one vote each. In determining whether a quorum exists at the meeting, all shares
represented in person or by proxy will be counted. A shareholder may, with
respect to the election of directors, (i) vote for the election of all named
director nominees, (ii) withhold authority to vote for all named director
nominees or (iii) vote for the election of all named director nominees other
than any nominee with respect to whom the shareholder withholds authority to
vote by so indicating in the appropriate space on the proxy. Proxies properly
executed and received by the Company prior to the meeting and not revoked will
be voted as directed therein on all matters presented at the meeting. In the
absence of a specific direction from the shareholder, proxies will be voted for
the election of all named director nominees.
The affirmative vote of the holders of a majority of the shares present in
person or by proxy at the meeting and entitled to vote is required in the
election of directors and for any other matter which may properly come before
the meeting. Withholding authority to vote for a director nominee will in effect
count as a vote against the director nominee. Broker nonvotes will have no
effect on any matter at the Annual Meeting.
The Board of Directors knows of no other matter which may come up for
action at the meeting. However, if any other matter properly comes before the
meeting, the persons named in the proxy form enclosed will vote in accordance
with their judgment upon such matter.
<PAGE> 4
Shareholders wishing to include proposals in the Company's Proxy Statement
and form of proxy for the next Annual Meeting of Shareholders must submit such
proposals so that they are received by the Secretary of the Company at the
address indicated on page 1 by no later than November 24, 1997.
The Company's Bylaws provide that notice of proposed shareholder
nominations for election of directors must be given to the Secretary of the
Company not less than 60 days prior to the meeting at which directors are to be
elected. Such notice must contain certain information about each proposed
nominee, including his age, business and residence addresses and principal
occupation, the number of shares of Common Stock beneficially owned by him and
such other information as would be required to be included in a proxy statement
soliciting proxies for the election of such proposed nominee. If the Chairman of
the meeting of shareholders determines that a nomination was not made in
accordance with the foregoing procedures, such nomination is void. The advance
notice requirement affords the Board of Directors the opportunity to consider
the qualifications of all proposed nominees and, to the extent deemed necessary
or desirable by the Board, inform shareholders about such qualifications.
STOCK OWNERSHIP INFORMATION
The following table sets forth, as of the record date, information
concerning the only parties known to Coachmen having beneficial ownership of
more than 5 percent of its outstanding Common Stock and information with respect
to the stock ownership of all directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------ --------
<S> <C> <C>
First Pacific Advisors, Inc. 2,409,300 14.0%
11400 West Olympic Blvd., Suite 200
Los Angeles, California 90064
Thomas H. Corson 606,350 3.5%
Chairman of the Board
P.O. Box 504
Middlebury, Indiana 46540
Dorthy S. Corson 553,840 3.2%
(Wife of Thomas H. Corson)
P.O. Box 504
Middlebury, Indiana 46540
Directors and Executive Officers as a group (10 persons) 1,652,227 9.6%(1)
</TABLE>
- ---------------
(1) The stock ownership of the executive officers named in the Summary
Compensation Table is set forth under the heading "Election of Directors"
except for Gene E. Stout, Executive Vice President, Corporate Development,
who owns 27,519 shares of which 19,500 are held under options exercisable
within 60 days of the record date for the annual meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's directors, officers and stockholders file with the Securities
and Exchange Commission and the New York Stock Exchange an initial statement of
beneficial ownership and certain statements of changes in beneficial ownership
of Common Stock of the Company. Based solely on its review of such forms
received by the Company and written representation from the directors and
officers that no other reports were required, the Company is unaware of any
instances of noncompliance, or late compliance, with such filings during the
fiscal year ended December 31, 1996 by its officers, directors or stockholders.
2
<PAGE> 5
ELECTION OF DIRECTORS
At the meeting, nine directors, constituting the entire Board of Directors
of the Company, are to be elected to hold office until the next annual meeting
of shareholders or until their successors are elected and qualified. Unless
otherwise indicated on the proxy form, the authority conferred by the proxy will
be used for the purpose of voting in favor of the nine nominees listed below. If
any such nominee shall be unable to serve, the proxies will be voted to fill any
vacancy so arising in accordance with the discretionary authority of the persons
named in the proxies. The Board of Directors has no reason to believe that any
such nominee will be unable to serve. The following information concerning the
nominees and the number of shares of Common Stock of the Company owned of record
and beneficially as of March 18, 1997 has been furnished by the nominees:
<TABLE>
<CAPTION>
YEAR FIRST COMMON STOCK
ELECTED OWNED
DIRECTOR MARCH 18, 1997
NAME AND AGE PRINCIPAL OCCUPATION(1) ---------- -------------------
<S> <C> <C> <C> <C> <C>
Thomas H. Corson (69) Chairman of the Board and 1965 1,160,190 (6.7%)(2)(3)
Chief Executive Officer
Claire C. Skinner (42) Vice Chairman of the Board 1993 235,582 (1.4%)(2)(3)(4)
(Daughter of Thomas H. Corson
and Niece of Keith D. Corson)
Keith D. Corson (61) President and Chief Operating 1991 83,400 (2)(3)(
Officer
(Brother of Thomas H. Corson)
Gary L. Groom (51) Executive Vice President, Finance 1981 16,000 (2)(4)
and Secretary
Philip C. Barker (70) Attorney, Hartzog, Barker, Hepler 1969 6,800 (4)
& Saunders
R. James Harring (73) Retired Vice President and 1978 6,800 (4)
Director of
Corporate Planning, Motorola,
Inc. (diversified electronics
manufacturer)
William P. Johnson (55) Chairman of the Board of 1978 14,800 (4)
Goshen Rubber Co., Inc.
(manufacturer of synthetic
rubber products)
Philip G. Lux (68) Retired President of the Company 1979 95,736 (4)
William G. (74) Retired Governor of State of 1985 5,400
Milliken Michigan
</TABLE>
- ---------------
(1) All of the nominees have held the positions set opposite their names for
more than the past five years except for C.C. Skinner. Ms. Skinner was an
Executive Vice President of the Company prior to being elected Vice
Chairman on May 4, 1995.
(2) Includes 20,000 shares held under options exercisable within 60 days of the
record date for the annual meeting by T.H. Corson, 17,500 shares by C.C.
Skinner, 25,000 shares by K.D. Corson and 11,000 shares by G.L. Groom.
(3) Includes shares, as to which beneficial ownership is disclaimed, held by or
for the benefit of family members as follows: T.H. Corson, 553,840 shares,
C.C. Skinner, 37,022 shares and K.D. Corson, 36,400 shares.
(4) Less than 1.0%.
3
<PAGE> 6
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------------
NAME AND ---------------------------- SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(#)(2) COMPENSATION(3)
------------------ ---- -------- -------- --------------------- ---------------
<S> <C> <C> <C> <C> <C>
Thomas H. Corson 1996 $232,000 $232,000 -- $24,318
Chairman of the Board and 1995 225,000 225,000 -- 24,067
Chief Executive Officer 1994 207,000 207,000 40,000 15,976
Claire C. Skinner 1996 175,000 196,263 10,000 6,978
Vice Chairman of the Board 1995 155,500 133,844 10,000 5,877
1994 150,000 131,404 10,000 3,325
Keith D. Corson 1996 190,000 190,000 10,000 6,955
President and Chief 1995 178,000 178,000 10,000 6,034
Operating Officer 1994 172,800 172,800 10,000 4,842
Gary L. Groom 1996 162,000 121,500 6,000 10,455
Executive Vice President, 1995 157,000 117,750 10,000 9,055
Finance and Secretary 1994 152,500 114,375 6,000 5,073
Gene E. Stout 1996 130,000 78,000 6,000 4,727
Executive Vice President, 1995 125,500 75,300 10,000 3,901
Corporate Development 1994 121,700 73,020 4,000 2,153
</TABLE>
- ---------------
(1) The Company has incentive bonus plans for both designated officers and key
management personnel. Under these plans and subject to certain limitations
and exceptions, bonus payments are made from an amount equal to a maximum of
20% of the result reached by subtracting 6% of the previous year-end net
worth from annual earnings, before the bonuses described herein and income
taxes.
(2) The options are for a term of five years and become exercisable at the rate
of 25% per year at the end of the first year. The option plan permits the
optionee to pay for exercise with common stock and to pay withholding tax
with shares acquired on exercise.
(3) The Compensation Committee has approved executive deferred compensation
agreements for certain corporate and subsidiary officers. These agreements
provide monthly payments to executives upon retirement and provide for
monthly payments to the executive's beneficiaries should the executive die
prematurely. The benefits are funded by the Company's purchase of insurance
on the lives of the executive officers. These agreements provide for
twenty-year payments upon retirement and are fully funded by the life
insurance purchased. The amounts in this column represent the Company's
contributions under the deferred compensation plan and interest earned above
120% of the applicable federal rate.
STOCK OPTION GRANTS TABLE
The following table shows as to the executive officers named above
information with respect to options for the Company's Common Stock (without par
value) granted under the Company's Key Employees Incentive Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE
OPTIONS OPTIONS GRANTED EXERCISE EXPIRATION ---------------------
GRANTED(#) TO EMPLOYEES PRICE DATE 5% 10%
---------- --------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Claire C. Skinner............... 10,000 4.0% $10.00 1/29/01 $27,629 $47,874
Keith D. Corson................. 10,000 4.0 10.00 1/29/01 27,629 47,874
Gary L. Groom................... 6,000 2.4 10.00 1/29/01 16,578 28,724
Gene E. Stout................... 6,000 2.4 10.00 1/29/01 16,578 28,724
</TABLE>
4
<PAGE> 7
STOCK OPTION EXERCISES AND VALUES TABLE
The following table shows information with respect to options for the
Company's Common Stock either exercised or having value outstanding under the
Company's 1994 Omnibus Stock Incentive Program.
AGGREGATED OPTION EXERCISES IN FISCAL 1996
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
OPTIONS EXERCISED SECURITIES UNDERLYING VALUE OF UNEXERCISED
IN 1996 UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
--------------------------- AT DECEMBER 31, 1996 AT DECEMBER 31, 1996*
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED* EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Corson..... -- $ -- 20,000 20,000 $438,750 $438,750
Claire C. Skinner.... 2,750 70,125 10,000 22,500 209,219 434,844
Keith D. Corson...... 22,500 447,188 17,500 22,500 393,281 434,844
Gary L. Groom........ 3,750 71,750 5,500 16,500 110,281 321,468
Gene E. Stout........ -- -- 14,500 14,500 330,719 301,531
</TABLE>
- ---------------
*Market value of the underlying securities at exercise date or year-end as the
case may be, minus the exercise price of the options.
BOARD OF DIRECTORS
The Company's Board of Directors has an Audit Committee consisting of
William P. Johnson, Philip C. Barker and Philip G. Lux. The functions of the
Audit Committee are to review and approve in advance the scope of the annual
audit by the Company's independent public accountants, to review internal audit
procedures, to review all matters having a material effect upon the Company's
financial operations and to discuss fees paid to the Company's independent
public accountants. The committee met three times in 1996.
The Board of Directors has established a Compensation Committee consisting
of Philip C. Barker, William P. Johnson and Philip G. Lux. This committee
reviews and approves compensation plans for all senior corporate officers, stock
option grants and profit sharing awards. The committee met four times in 1996.
The Board of Directors had four meetings in 1996. All directors attended at
least three meetings. Non-employee directors are paid $8,000 annually, and
$1,000 annually for serving on an official committee of the Board. Employee
directors receive no compensation as such.
The Board has no nominating committee, such functions being performed by
the entire Board.
COMPENSATION COMMITTEE REPORT
This report of the Compensation Committee and the following Performance
Graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION PHILOSOPHY
In designing its compensation programs, the Company follows its belief that
compensation should reflect the value created for shareholders while supporting
the Company's strategic goals. In doing so, the compensation programs reflect
the following themes:
- Compensation should be meaningfully related to the value created for
shareholders.
- Compensation programs should support the short- and long-term strategic
goals and objectives of the Company.
5
<PAGE> 8
- Compensation programs should reflect and promote the Company's values,
and reward individuals for outstanding contributions to the Company's
success.
- Short- and long-term compensation play a critical role in attracting and
retaining well qualified executives.
- Federal tax law imposes a $1 million limit on the tax deduction for
certain executive compensation payments. Because the total compensation
for executive officers is significantly below the $1 million threshold,
the Compensation Committee has not had to address the issues relative
thereto.
PAY MIX AND MEASUREMENT
Coachmen's executive compensation is based on three components, each of
which is intended to serve the overall compensation philosophy.
BASE SALARY levels for the Company's executive officers are competitively
set relative to companies in the recreational vehicle and manufactured housing
industries and other comparable companies. In determining salaries, the
Committee also takes into account individual experience and performance. The
base salary of the Chairman and Chief Executive Officer was $207,000 in 1994,
$225,000 in 1995 and $232,000 in 1996.
ANNUAL INCENTIVES for executives are intended to reflect the Company's
belief that management's contribution to shareholder returns comes from
maximizing earnings and the quality of those earnings. Accordingly, the annual
incentive compensation plan is funded from a pre-set portion of the Company's
net income which exceeds a threshold return on equity. See footnote 1 to the
Summary Compensation Table. The Compensation Committee believes that this
program provides an excellent link between the value created for shareholders
and the incentives paid to executives. The Chairman and CEO received an annual
incentive of $207,000 in 1994, $225,000 in 1995 and $232,000 in 1996.
In addition to the incentive compensation described above, certain
employees engaged in running specific lines of business receive incentive pay
which is tied to the business results of such lines of business. Accordingly,
Ms. Skinner is entitled to participate in an incentive pool funded by the
profits of the business line she manages, after allowing the company to achieve
what the Committee deems to be an acceptable rate of return from the business.
In addition, she receives an incentive bonus based on the return on assets
earned by each of the business units she oversees.
LONG-TERM INCENTIVES, provided through grants of stock options to the named
executives and others, are intended to retain and motivate executives to improve
long-term stock market performance. Stock options are granted at the prevailing
market price and will only have value if the Company's stock price increases.
Generally, grants vest in equal amounts annually over four years. Executives
must be employed by the Company at the time of vesting in order to exercise the
options.
Stock options are granted to the Chairman and CEO, and to other executives,
primarily based on the executive's ability to influence the Company's long-term
growth and profitability. In 1994 the CEO was granted an option for 40,000
shares at an option price of $6.4375. The only other option granted to the CEO
was in January of 1990 when 60,000 shares were granted at an option price of
$3.375. This option was exercised in 1994 resulting in a gain of $198,750 based
on the market price of the stock at the time of exercise.
Since all options are granted at the current market price, the value of the
option bears a direct relationship to the Company's stock price and is an
effective incentive for executives to create value for shareholders. The
Committee therefore views stock options as an important component of its
long-term performance-based compensation philosophy.
Philip C. Barker, Chairman,
Compensation Committee
William P. Johnson, Member
Philip G. Lux, Member
6
<PAGE> 9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Philip G. Lux was President and Chief Operating Officer of the Company
prior to his retirement on December 31, 1991.
PERFORMANCE GRAPH
The stock price performance shown on the graph below is not necessarily
indicative of future price performance. The companies comprising the Peer Group
are Fleetwood Enterprises Inc., Skyline Corporation, Thor Industries, Inc. and
Winnebago Industries, Inc. The total return of each company in the Peer Group
has been weighted according to Coachmen's stock market capitalization.
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
COACHMEN, S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 12/31/96)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD COACHMEN S&P 500 INDEX PEER GROUP
(FISCAL YEAR COVERED) INDUSTRIES,
INC.
<S> <C> <C> <C>
1991 100 100 100
1992 303.04 107.62 151.00
1993 289.20 118.46 153.88
1994 278.10 120.03 131.03
1995 400.14 165.13 160.47
1996 1054.43 203.05 179.62
</TABLE>
Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in Coachmen common stock, S&P
500, and Peer Group.
* Cumulative total return assumes reinvestment of dividends.
7
<PAGE> 10
ACCOUNTING INFORMATION
The Company's certified public accountants for the year 1996 were Coopers &
Lybrand L.L.P. and such firm has been selected as the Company's accountants for
fiscal 1997. Such accounting firm is expected to have a representative at the
annual meeting of shareholders and will be available to respond to appropriate
questions at that time and have an opportunity to make a statement if they
desire to do so.
By Order of the Board of Directors,
GARY L. GROOM
Secretary
Dated: March 24, 1997
8
<PAGE> 11
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COACHMEN INDUSTRIES, INC. PROXY
P. O. BOX 3300
ELKHART, INDIANA 46515
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas H. Corson, Keith D. Corson and
Gary L. Groom, and each of them, as his proxies, each with
full power of substitution, to represent and to vote, as
designated below, all of the undersigned's Common Stock of
Coachmen Industries, Inc. at the annual meeting of
shareholders of Coachmen Industries, Inc. to be held on May 1,
1997, and at any adjournment thereof, with the same authority
as if the undersigned were personally present.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below (except WITHHOLD AUTHORITY to vote for
as marked to the contrary below) [ ] all nominees listed below [ ]
</TABLE>
Thomas H. Corson, Claire C. Skinner, Keith D. Corson, Gary L.
Groom, Philip C. Barker,
R. James Harring, William P. Johnson, Philip G. Lux, William
G. Milliken.
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below:
--------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Continued and to be signed on the reverse side.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND
ACKNOWLEDGES RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE
ANNUAL MEETING.
<TABLE>
<S> <C>
Dated: , 1997 ---------------------------------------------
(Signature)
---------------------------------------------
(Signature)
(If the stock is registered in the name of
more than one person, the proxy should be
signed by all named holders. If signing as
attorney, executor, administrator, trustee,
guardian, corporate official, etc., please
give full title as such.)
</TABLE>
