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: [ ] Confidential, for Use of the
[ ] Preliminary Proxy Statement Commission Only (as permitted
[x] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [ ] Rule 240.14a-11(c)
or [ ] Rule 240.14a-12
Research, Incorporated
- --------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transactions 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:
[LOGO] RESEARCH, INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 16, 1997
Notice is hereby given that the Annual Meeting of Shareholders of
Research, Incorporated will be held at the corporate offices, 6425 Flying Cloud
Drive, Eden Prairie, Minnesota, on Thursday, January 16, 1997 at 5:00 p.m.,
Central Standard Time, for the following purposes:
1. To consider and act upon a proposal to amend the Bylaws of the
Company to fix the number of directors at five.
2. To elect five directors to hold office until the next Annual Meeting
of Shareholders or until their successors are elected.
3. To ratify and approve the selection of independent public
accountants for the current fiscal year.
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 2, 1996
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
By Order of the Board of Directors
Gerald E. Magnuson,
SECRETARY
Minneapolis, Minnesota
December 12, 1996
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN
PERSON IF THEY SO DESIRE. THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
COMPANY.
RESEARCH, INCORPORATED
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Research,
Incorporated (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company to be voted at the Annual Meeting of
Shareholders to be held on January 16, 1997. The cost of this solicitation will
be borne by the Company. In addition to solicitation by mail, officers,
directors and employees of the Company may solicit proxies by telephone,
facsimile or in person. The Company may also request banks and brokers to
solicit their customers who have a beneficial interest in the Company's Common
Stock registered in the names of nominees and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by written notice
to the Secretary, by receipt of a proxy properly signed and dated subsequent to
an earlier proxy, or by revocation of a written proxy by request in person at
the Annual Meeting; but if not so revoked, the shares represented by such proxy
will be voted. The Company's corporate offices are located at 6425 Flying Cloud
Drive, Eden Prairie, Minnesota 55344 and its telephone number is (612) 941-3300.
The mailing of this proxy statement to shareholders of the Company commenced on
or about December 12, 1996.
The Company has outstanding only one class of capital stock, $.50 per
share par value Common Stock, of which 1,161,443 shares were issued and
outstanding and entitled to vote at the close of business on December 2, 1996.
Each share of Common Stock is entitled to one vote. Shareholders have cumulative
voting rights in connection with the election of directors by giving written
notice of intent to cumulate votes to any officer of the Company before the
meeting or to the presiding officer at the meeting. A shareholder may cumulate
votes for the election of directors by multiplying the number of votes to which
the shareholder may be entitled by five (the number of directors to be elected)
and casting all such votes for one nominee or distributing them among any two or
more nominees. Mere execution of a proxy will not provide a shareholder with
cumulative voting. Only shareholders of record at the close of business on
December 2, 1996 will be entitled to vote at the meeting. The presence in person
or by proxy of the holders of a majority of the shares of stock entitled to vote
at the Annual Meeting of Shareholders constitutes a quorum for the transaction
of business.
Under Minnesota law, each item of business properly presented at a meeting
of shareholders generally must be approved by the affirmative vote of the
holders of a majority of the voting power of the shares present, in person or by
proxy, and entitled to vote on that item of business. However, if the shares
present and entitled to vote on that item of business would not constitute a
quorum for the transaction of business at the meeting, then the item must be
approved by a majority of the voting power of the minimum number of shares that
would constitute such a quorum. Votes cast by proxy or in person at the Annual
Meeting of Shareholders will be tabulated by the election inspectors appointed
for the meeting and will determine whether or not a quorum is present. The
election inspectors will treat abstentions 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 the matter submitted to the
shareholders 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.
SECURITY OWNERSHIP OF
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table includes information as of December 2, 1996 concerning
the beneficial ownership of the Common Stock of the Company by (i) all persons
who are known by the Company to hold five percent or more of the Common Stock of
the Company, (ii) each of the directors of the Company, (iii) each executive
officer named in the Summary Compensation Table on page 5, and (iv) all
directors and officers of the Company as a group. Unless otherwise indicated,
all shares represent sole voting and investment power.
AMOUNT OF
NAME AND ADDRESS OF STOCK PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------- --------- --------
Mary Ellen Abramson and the 238,269(1) 20.49%
Estate of A. Edward Abramson
27880 Island View Road
Excelsior, MN 55331
Kenneth G. Anderson (2) 101,584(3)(4) 8.73%
5209 Doncaster Way
Minneapolis, MN 55436
James R. Anderson (2) 44,456(3)(5) 3.82%
Claude C. Johnson (2)(6) 25,049(3) 2.12%
Edward L. Lundstrom (2) -- *
Gerald E. Magnuson (2) 5,000(3)(7) *
Charles G. Schiefelbein (2) 51,885(3)(8) 4.46%
Bruce E. Bailey (6) 11,050(3) *
David G. Brady (6) 12,050(3) 1.03%
All Directors and Officers
as a Group (10 persons) 284,000(3) 23.22%
- ------------------------------
* Less than 1%
(1) Includes 124,189 shares owned directly by Mary Ellen Abramson and 114,080
shares beneficially owned by the Estate of A. Edward Abramson, of which Ms.
Abramson is the personal representative and included in those 114,080 shares are
1,250 shares which may be purchased within sixty days from the date hereof
pursuant to outstanding stock options.
(2) Serves as a director of the Company and has been nominated for
re-election, except for Mr. K. G. Anderson who will not stand for
re-election.
(3) Includes the following number of shares which may be purchased within
sixty days from the date hereof pursuant to outstanding stock options: Mr.
K.G. Anderson, 1,550 shares; Mr. J.R. Anderson, 1,750 shares; Mr. Johnson,
20,000 shares; Mr. Magnuson, 1,750 shares; Mr. Schiefelbein, 1,000 shares;
Mr. Bailey, 10,000 shares; Mr. Brady, 10,000 shares; and all directors and
officers as a group, 60,550 shares.
(4) Includes 24,114 shares owned directly by Mr. K.G. Anderson's wife as to
which he disclaims beneficial ownership.
(5) Includes 15,906 shares owned by Mr. J.R. Anderson in joint tenancy with
his wife and 510 shares owned by Mr. Anderson's wife as custodian for
their children.
(6) Serves as an executive officer of the Company and appears in the Summary
Compensation Table on page 5 hereof.
(7) Includes 1,000 shares owned directly by Mr. Magnuson's wife as to which he
disclaims beneficial ownership
(8) Includes 40 shares owned directly by Mr. Schiefelbein's wife. Also
includes 9,000 shares owned directly by the Peace Shalom Foundation, of
which Mr. Schiefelbein is a director and of which his wife is both a
director and the president. Mr. Schiefelbein disclaims beneficial
ownership of these shares.
REDUCTION OF THE NUMBER OF DIRECTORS
(PROPOSAL 1)
The present size of the Board of Directors is fixed at six persons. Mr. A.
Edward Abramson, a director since 1966, died in June 1996. In addition, Mr.
Kenneth G. Anderson will not stand for re-election. Consequently, the Board has
determined that it would be in the best interests of the Company to reduce the
size of the Board to five persons. Under provisions of the Bylaws and applicable
law, the size of the Board may only be reduced by a vote of the shareholders.
The following resolution will be presented to the shareholders for
approval:
RESOLVED, That Article II, Section 2 of the Bylaws of this
corporation be amended to read as follows:
"The Board of Directors of this corporation shall consist
of five Directors, and a majority of the Directors then
holding office shall constitute a quorum."
Approval of this resolution requires the affirmative vote of a majority of
the shareholders present in person or by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THIS AMENDMENT
TO THE BYLAWS.
ELECTION OF DIRECTORS
(PROPOSAL 2)
Five directors will be elected at the Annual Meeting of Shareholders, each
to serve until the next Annual Meeting of Shareholders or until a successor is
elected. The Board of Directors has nominated for election the five persons
named below. All of the nominees are presently directors of the Company and all
were elected by the shareholders, except Mr. Lundstrom who was appointed to the
Board by the Board of Directors in fiscal 1996. It is intended that proxies will
be voted for the named nominees. The Board of Directors believes that each
nominee named below will be able to serve, but should any nominee be unable to
serve as a director, the persons named in the proxies have advised that they
will vote for the election of such substitute nominee as the Board of Directors
may propose. Unless otherwise indicated, each nominee has held his present
occupation as set forth below, or has been an officer with the organization
indicated, for more than the past five years.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND OTHER DIRECTORSHIPS SINCE
- ------------ ----------------------- --------
<S> <C> <C>
James R. Anderson (75) Private investor. 1966
Claude C. Johnson (52) President, Chief Executive Officer and Chief Financial 1992
Officer of the Company since July 1992; formerly, Vice
President, Chief Financial Officer and Assistant Secretary
of the Company.
Edward L. Lundstrom (46) Executive Vice President, Sheldahl, Inc. 1996
Gerald E. Magnuson (66) Of Counsel, Lindquist & Vennum P.L.L.P., Minneapolis, 1982
Minnesota (law firm); Partner Lindquist & Vennum
P.L.L.P until December 1994; Secretary of the Company;
Director of PremiumWare, Inc. f/n/a Munsingwear, Inc.,
Sheldahl, Inc. and Washington Scientific Industries, Inc.
Charles G. Schiefelbein (58) Since August, 1996, President of Capital Growth Services 1989
(a consulting and investing firm); from 1991 to
August, 1996, Chairman of the Board, Computer
Petroleum Corporation, St. Paul, Minnesota
(publicly traded company with a custom delivered
database of petroleum information); Director of
Waters Instruments, Inc.
</TABLE>
The Board of Directors met six times during fiscal year 1996. A. Edward
Abramson attended 66% of meetings held prior to his death by the Board of
Directors and Kenneth G. Anderson attended 57% of the meetings held by the Board
of Directors and the committe on which he served. All other directors attended
75% or more of the meetings of the Board of Directors and any committee on which
he served.
The Company has an Audit Committee which met one time during fiscal year
1996 and is currently comprised of Messrs. C.G. Schiefelbein (Chairman), J.R.
Anderson, K.G. Anderson, and G.E. Magnuson. The Audit Committee meets with the
Company's independent public accountants and representatives of management.
Among other duties, the Audit Committee reviews the internal and external
financial reporting of the Company, reviews the scope of the independent
auditors' examination, considers comments by the auditors regarding internal
controls and accounting procedures and management's response to those comments,
and approves any material non-audit services to be provided by the Company's
independent public accountants.
The Company does not have a compensation committee or a nominating
committee. The duties normally reserved for a compensation committee are
undertaken by the full Board of Directors, with Mr. Johnson, the only employee
of the Company on the Board, excusing himself from deliberations and votes
concerning matters related to his compensation.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending September 30, 1996,
1995 and 1994, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued for such year, to Claude C. Johnson, the
Company's President, Chief Executive Officer and Chief Financial Officer, and to
each other executive officer of the Company (together with Mr. Johnson, the
"Named Executives") whose total cash compensation exceeded $100,000 during
fiscal year 1996 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
FISCAL YEAR
ENDED STOCK ALL OTHER
NAME AND POSITION SEPTEMBER 30 SALARY BONUS OPTIONS (1) COMPENSATION (2)
- ----------------- ------------ ------ ----- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Claude C. Johnson 1996 $145,538 $ -- 5,000 $5,386
President, Chief Executive 1995 140,500 29,577 3,500 9,020
Officer and Chief Financial 1994 135,231 50,104 -- 8,023
Officer
Bruce E. Bailey 1996 100,034 -- 3,000 5,455
Vice President, 1995 94,558 17,509 2,500 7,833
Drying Division 1994 87,096 37,469 -- 6,135
David G. Brady 1996 96,039 -- 3,000 5,423
Vice President, 1995 92,096 21,496 2,500 7,757
Assembly Automation Division 1994 88,654 38,041 -- 6,275
</TABLE>
- --------------------------
(1) Reflects the number of shares purchasable under option grants.
(2) Reflects 401(k) matching and discretionary contributions made by the
Company under the Company's profit sharing retirement plan and the payment
of life insurance premiums, which during fiscal 1996 were $4,546 for Mr.
Johnson, $4,615 for Mr. Bailey, $4,583 for Mr. Brady, and the payment for
life insurance premiums of $840 for Mr. Johnson, $840 for Mr. Bailey, and
$840 for Mr. Brady.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executive Officers
during the last fiscal year:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION --------------------
NAME GRANTED YEAR PER SHARE DATE 5% 10%
- ---- ---------- ---------- --------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Claude C. Johnson 5,000 19.23% $7.75 11/02/2000 $10,710 $23,660
Bruce E. Bailey 3,000 11.54% 7.75 11/02/2000 6,420 14,620
David G. Brady 3,000 11.54% 7.75 11/02/2000 6,420 14,620
</TABLE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AS OF
SHARES OPTIONS AT SEPTEMBER 30, 1996 SEPTEMBER 30, 1996 (1)
ACQUIRED ON VALUE ----------------------------- ----------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Claude C. Johnson -- $ -- 16,625 8,875 $43,656 $ --
Bruce E. Bailey 4,000 17,000 7,625 5,875 18,031 344
David G. Brady 4,000 17,000 7,625 5,875 18,031 344
</TABLE>
- --------------------------
(1) Based on the market price of $6.50 per share, the average of the high and
low trading price of the Company's Common Stock on September 30, 1996.
Value is calculated on the difference between the option exercise price
and $6.50 multiplied by the number of shares of common stock underlying
the options, but before taxes associated with exercise.
DIRECTOR COMPENSATION
Directors who are not employees of the Company (currently all directors
except Mr. Johnson) are paid a retainer of $4,000 and a fee of $400 for each
meeting of the Board of Directors or any committee thereof. No additional
compensation for serving as a director was paid to Mr. Johnson during the last
fiscal year. Mr. Magnuson is paid a retainer of $4,000 for serving as Secretary
to the Company. Lindquist & Vennum P.L.L.P., of which Mr. Magnuson is Of
Counsel, was paid for legal services rendered to the Company during fiscal year
1996. Mr. Magnuson receives no financial benefit on account of amounts paid by
the Company to Lindquist & Vennum P.L.L.P. for such legal services. It is
anticipated that Lindquist & Vennum P.L.L.P. will continue to perform legal
services for the Company.
Each non-employee member of the Board of Directors receives at the time of
election or re-election to the Board by the shareholders an option to purchase
500 shares of the Company's Common Stock on the date of such election or
re-election. Each director's option is to purchase 500 shares of Common Stock at
a price equal to the fair market value of the Company's Common Stock on the date
of grant exercisable over a five-year period. The options vest in increments of
25% per year beginning one year after the date of grant.
The Company has a retirement program for directors who are not full-time
employees of the Company at the time of retirement which provides for the
payment of an annual benefit equal to the annual retainer paid to directors
during the full fiscal year preceding retirement. The retirement benefit, which
is payable to directors who have served five years or more, will commence at the
later of the time of retirement or when the director becomes 65 years old and
will be subject to proportionate reduction if the director has served the
Company less than ten years. The maximum number of years that the benefit is
payable is ten years. Former directors who receive the retirement benefit will
be available to the Company as reasonably requested for consultation and advice,
including attendance at Board or committee meetings if requested, and will be
reimbursed for out-of-pocket expenses in connection with such meetings. Former
directors receiving retirement benefits will also agree not to engage in
substantial activity competitive with the business of the Company.
EMPLOYMENT AGREEMENTS
In April 1988, the Company entered into employment agreements with certain
of its executive officers. Certain of these agreements were amended in April
1991 and others were terminated. As amended, the employment agreements provide,
among other things, for monthly cash severance payments to such individuals
equal to approximately the individual's average monthly compensation over the
preceding six months plus certain fringe benefits under certain circumstances
for the twelve months following a "change in control" of the Company. In
general, a change in control would occur when there has been any change in
controlling persons reported in the Company's proxy statement, when 50% or more
of the Company's outstanding voting stock is acquired by any person or when
current members of the Board of Directors or their successors elected or
nominated by such members cease to constitute at least a majority of the Board
of Directors. However, a "change in control" would not occur if any of these
events are authorized, approved or recommended by the Board of Directors. If a
change in control had occurred at the end of fiscal year 1996, the following
individual and group could have received as additional compensation pursuant to
the employment agreements the following approximate amounts: Mr. Johnson,
$145,000 and all executive officers as a group, $238,000.
APPROVAL OF ACCOUNTANTS
(PROPOSAL 3)
Arthur Andersen LLP, independent public accountants, have been the
auditors for the Company since 1966. They have been reappointed by the Board of
Directors as the Company's auditors for the current fiscal year and shareholder
approval of the appointment is requested. In the event the appointment of Arthur
Andersen LLP should not be approved by the shareholders, the Board of Directors
will make another appointment to be effective at the earliest feasible time.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting of Shareholders and will have an opportunity to make a statement
if he or she desires to do so and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF ARTHUR
ANDERSEN LLP.
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of
a company, after notice to the company, to present proposals for shareholder
action in the company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for shareholder action and are
not properly omitted by company action in accordance with the proxy rules. The
Research, Incorporated 1998 Annual Meeting of Shareholders is expected to be
held on or about January 15, 1998 and proxy materials in connection with that
meeting are expected to be mailed on or about December 15, 1997. Shareholder
proposals prepared in accordance with the proxy rules must be received by the
Company on or before August 17, 1997.
GENERAL
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. These insiders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file, including Forms 3, 4 and 5.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1996, all
Section 16(a) filing requirements applicable to its insiders were complied with,
except that there was one late filing of a Form 3 for Mr. Lundstrom to disclose
his appointment to the Board of Directors but that Form was filed prior to the
date of this proxy statement.
OTHER MATTERS
The Board of Directors of the Company knows of no matters other than the
foregoing to be brought before the meeting. However, the enclosed proxy gives
discretionary authority in the event that any additional matters should be
presented.
The Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1996 is being mailed to shareholders with this Proxy Statement.
Shareholders may receive without charge a copy of the Company's Annual Report on
Form 10-K, including financial statements and schedules thereto, as filed with
the Securities and Exchange Commission, by writing to: Research, Incorporated,
6425 Flying Cloud Drive, Eden Prairie, Minnesota 55344, Attention: Investor
Relations, or by calling the Company at (612) 941-3300.
By Order of the Board of Directors
Gerald E. Magnuson,
SECRETARY
RESEARCH, INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, JANUARY 16, 1997
The undersigned hereby appoints Gerald E. Magnuson and Claude C. Johnson,
or either of them, proxies with full power of substitution to vote, in their
discretion, all shares of common stock of Research, Incorporated of record in
the name of the undersigned at the close of business on December 2, 1996 at the
Annual Meeting of Shareholders to be held in Eden Prairie, Minnesota on January
16, 1997, or at any adjournment or adjournments thereof, hereby revoking all
former proxies.
1. PROPOSAL TO AMEND THE COMPANY'S BYLAWS TO DECREASE THE NUMBER OF MEMBERS
ON THE BOARD OF DIRECTORS FROM SIX TO FIVE.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees below
below)
(INSTRUCTIONS: IF YOU DO NOT WISH TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
James R. Anderson, Claude C. Johnson,
Edward L. Lundstrom, Gerald E. Magnuson, Charles G. Schiefelbein
(continued on the back)
(continued from the front)
3. PROPOSAL TO RATIFY APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION UPON ANY OTHER MATTERS COMING BEFORE THE MEETING.
THE SHARE(S) REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS 1, 2 AND
3 IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND WILL BE VOTED "FOR" SUCH
PROPOSALS IF THERE IS NO SPECIFICATION.
Dated:___________________________, 199__
________________________________________
________________________________________
Please sign your name(s) exactly as shown
at left. When signing as executor,
administrator, trustee, or guardian, give
full title as such; when shares have been
issued in names of two or more persons,
all should sign.
