SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Ethika Corporaton (formerly known as Dixie National Corporation)
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
ETHIKA CORPORATION
107 The Executive Center
Hilton Head Island, South Carolina 29928
PROXY STATEMENT
For the Special Meeting of Shareholders
To be Held Friday, February 27, 1998
SOLICITATION
The enclosed Proxy is being solicited by the Board of Directors of Ethika
Corporation ("Corporation") for use at the Special Meeting of Shareholders of
the Corporation to be held at The Sheraton Denver West Hotel, 360 Union
Boulevard, Lakewood, Colorado, 80228 on Friday, February 27, 1998 at 10 a.m.
(Mountain) and any adjournment or postponement thereof. Shareholders may revoke
their Proxy by written notice to the Corporation at any time prior to the
exercise thereof or by attendance at the meeting and voting their shares in
person. The solicitation will be primarily by mail but may also be by telephone,
telegraph, or oral communications by Officers or regular employees. The cost of
soliciting Proxies will be borne by the Corporation. The term "Corporation," as
used herein, includes the Corporation and the Corporation's subsidiaries as the
context indicates. This Proxy Statement and accompanying Proxy Card are being
mailed to Shareholders on or about February 10, 1998.
Shares represented by a properly executed and returned Proxy Card will be voted
at the Special Meeting in accordance with the instructions indicated thereon, or
if no instructions are indicated, the Proxy will be voted FOR amendment of the
Articles of Incorporation changing the par value of common stock to zero and to
establish a class of preferred stock; FOR authorization of a 22.5 for 1 reverse
stock split; FOR re-domicile the Corporation to Nevada; FOR the ratification of
the acquisition of North American Digicom Corporation and its subsequent name
change from Ethika Corporation to North American Digicom Corporation; and FOR
the Board of Directors to consist of eight members and the election of the eight
nominees of the Board of Directors to serve as Directors of the Corporation.
VOTING SECURITIES
Shareholders of record at the close of business on January 19, 1998 will be
entitled to Notice of and to vote at the Special Meeting. On January 19, 1998
there were 20,455,725 shares of common stock of the Corporation outstanding and
entitled to vote. Each outstanding share of common stock is entitled to one vote
per share on each matter submitted to a vote at the Special Meeting except with
respect to the election of Directors, in which Shareholders have cumulative
voting rights. Cumulative voting means that each Shareholder will be entitled to
cast as many votes as he or she has shares of common stock multiplied by the
number of Directors to be elected, and all such votes may be cast for a single
nominee or may be distributed among the Directors to be voted for as he/she sees
fit. To exercise cumulative voting rights by Proxy, a Shareholder must clearly
designate the number of votes to be cast for any given nominee.
The presence in person or by Proxy of a majority of the outstanding shares shall
constitute a quorum for the transaction of business at the Special Meeting.
Abstentions will be counted for purposes of determining the presence or absence
of a quorum. Abstentions are considered as a vote against any matter other than
the election of Directors as to which a Shareholder may vote for a nominee or
withhold authority to vote. "Broker non-votes" which occur when brokers are not
<PAGE>
permitted to exercise discretionary voting authority for beneficial owners who
have not provided any voting instructions, are not counted for quorum purposes
or any vote. To the extent that voting instructions are provided to brokers as
to any proposal, the shares will be counted for purposes of determining a quorum
and the outcome of the vote. The Chairman of the Board of the Corporation will
appoint two inspectors of election. The inspectors will take charge of, and will
count the votes and ballots cast at the Special Meeting and will make a written
report on their determination.
<PAGE>
OWNERSHIP OF VOTING SECURITIES BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth pertinent information as to the beneficial
ownership of the Corporation's common stock as of January 19, 1998 of persons
known by the Corporation to be holders of 5% or more of the outstanding common
stock. Information as to the number of shares beneficially owned has been
furnished by the persons named in the table and by reference to documents filed
with the Securities and Exchange Commission by holders of 5% or more of such
common stock.
<TABLE>
<CAPTION>
Shares
Name and Address Beneficially Percent
Of Beneficial Owner Owned of Class
------------------- ----- --------
<S> <C> <C>
Alfred Peeper 0 (1) 0%
Calle Hamburg 22
Benidorm, Spain ALC
03500
Argere Holdings, S.A. 420,000 (1) 1.9%
18 Boulevard Royal
L-2449 Luxembourg
Eur-Am B.V. 461,100 (1) 2.1%
Calle Hamburg 22
Benidorm, Spain ALC
03500
La Roche Holdings, S.A. 902,500 (1) 4.1%
18 Boulevard Royal
L-2449 Luxembourg
La Salle Investment, Ltd. 7,997,929 (1) 36.1%
35 Rue De Bains
Geneva, Switzerland
1205
Rial Equity Group, S.A. 600,000 (1) 2.7%
C/o SAGEM
35 Rue De Bains
Geneva, Switzerland
1205
Directors and Officers 25,000 *
As a Group
* Less than 1%.
</TABLE>
(1) Alfred Peeper is an investment manager headquartered and operating in
Benidorm, Spain. Mr. Peeper holds a power of attorney for each Reporting Person
which gives him authority to purchase, sell, and exercise all voting rights
relating to each "Group Member." This Reporting Person represents 51% of the
total outstanding shares of Ethika common stock.
<PAGE>
Security Ownership of Management
The following table sets forth information as to the beneficial ownership of the
Corporation's common stock as of January 31, 1998, by each Director, nominee;
Executive Officer named in the Summary Compensation Table and by all
DirectorsAnd Executive Officers as a
group.
<TABLE>
<CAPTION>
Shares
Name of Beneficially Percent
Beneficial Owner Owned (1) of Class
---------------- ----- --- --------
<S> <C> <C>
Russell C. Burk None 0%
Dennis Brovarone None 0%
Jeffrey Evensen None 0%
Philip F. Grey None 0%
W. Craig Nelson None 0%
Dennis P. Nielsen None 0%
William Peterson None 0%
Directors, nominees, and
Executive Officers as a
group (8 persons)(2) 25,000 *
</TABLE>
(1) Current Board Members who have no outstanding shares of Ethika common
stock. See Item III for post acquisition share ownership.
(2) Includes shares issueable upon exercise of vested stock options.
* Represents less than 1%.
I. APPROVE AMENDMENTS TO ARTICLES OF INCORPORATION
The Board of Directors recommends that the Shareholders vote for amendments to
the Articles of Incorporation affecting the capital stock of the Corporation by
the following:
a) Change the par value of all authorized shares of Ethika common stock to no
par value.
b) Establish as class of 10,000,000 shares of preferred stock, issuable in
series whose rights and preferences may be set by the Board of Directors
prior to issuance.
<PAGE>
The principal purpose for the recommended amendments is to give the Corporation
greater flexibility in its financial affairs by eliminating the need to record a
discount on common stock when stock is issued or sold, and by making available a
different class of stock that may be used at such times as the Board of
Directors considers appropriate whether in public or private offerings or in
conjunction with merger and acquisitions or otherwise. The Corporation's
Shareholders may or may not be given the opportunity to vote on such a
transaction, depending on the nature of the transaction, applicable law, and the
rules and policies applicable to the Nasdaq National Stock Market.
The move of the domicile of the Corporation to Nevada is also being requested at
this time.
Vote Required for Approval
A favorable vote of a majority of those shares voting in person or by Proxy is
required to approve the amendments to the Articles of Incorporation. The Board
recommends that you vote FOR the amendments to the Articles of Incorporation.
II. AUTHORIZATION OF REVERSE SPLIT
Authorize a reverse split of the outstanding shares of Ethika common stock, one
new share for every twenty-two and one-half (22.5) currently outstanding shares,
with each fractional share rounded to the next whole share, and each
Shareholders' total share position rounded up to the next whole multiple of
fifty (50). Vote Required for Approval
A favorable vote of a majority of those shares voting in person or by Proxy is
required to approve the Authorization of a Reverse Split. The Board recommends
that you vote FOR the Authorization of a Reverse Split.
III. RATIFICATION OF ACQUISITION OF NORTH AMERICAN
DIGICOM CORPORATION
On January 27, 1998 the Ethika Board of Directors unanimously approved the
acquisition through a reverse merger of 100% of the outstanding common stock of
North American Digicom Corporation (NAD) to be completed on or before March 6,
1998.
NAD is a privately held corporation headquartered in Lakewood, Colorado. It was
incorporated as a Colorado corporation on December 27, 1995. The company was
initially formed to explore potential opportunities with, and arising from, the
deregulation of the telecommunications industry. Since inception, the company
has grown through internally generated sources as well as acquisitions in the
areas of Pre-paid calling cards, Stand-alone travel cards, United Online
internet provider, kidZtime TV violence-free television programming, and
kidZtime Challenge program.
At closing of this transaction, the Shareholders of NAD will exchange their
common stock for Ethika common stock at the rate of three (3) shares of Ethika
common stock for every four (4) shares of NAD stock. At the conclusion of this
transaction, current Shareholders of NAD will receive approximately 19.6 million
post-split shares of Ethika representing approximately 95% of the
then-outstanding shares and will be in control of the Corporation. Five of the
nominees for the Board of Directors are full-time Officers of NAD. Upon
ratification of the transaction, the name of Ethika Corporation will be changed
to North American Digicom Corporation.
<PAGE>
The following table sets forth information as to the beneficial ownership of the
Corporation's common stock as it will exist if the acquisition of NAD is
approved, for each Director, and nominee.
<TABLE>
<CAPTION>
Shares
Name of Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
<S> <C> <C>
Russell C. Burk None 0%
Dennis Brovarone None 0%
Jeffrey Evensen 750,000 3.7%
Philip F. Grey 2,250,000 11.0%
Wayne Johnson 2,250,000 11.0%
W. Craig Nelson 463,161 2.3%
William Peterson 463,161 2.3%
Louis C. Scott 1,875,000 9.1%
</TABLE>
Vote Required for Approval
A favorable vote of a majority of those shares voting in person or by Proxy is
required to approve the transaction with North American Digicom Corporation and
to change the name of Ethika Corporation to North American Digicom Corporation.
The Board recommends that you vote FOR the completion of the transaction with
North American Digicom Corporation.
IV. ELECTION OF DIRECTORS
In addition to establishing the minimum and maximum number of Directors, Article
III, Section 6 of the Bylaws of the Corporation also provides that the number of
Directors shall be fixed annually by the Shareholders at each Annual or Special
Meeting. The Board of Directors recommends that the Board of Directors of the
Corporation for the ensuing year consist of eight Directors and further
recommends the election of the nominees listed below. Each Director to hold
office until the next Annual or Special Meeting of Shareholders or until his/her
successor shall be duly elected and qualified. Shareholders may also nominate
candidates for Director at any Meeting of Shareholders at which Directors are to
be elected. Proxies will not be voted for more than eight nominees.
Six nominees are members of the present Board and were elected thereto by the
Board of Directors at Special Board of Directors' Meetings held on December 12,
1997 and January 27, 1998 to serve out the unexpired terms of resigning
Directors. Management has no reason to believe that any substitute nominee or
nominees will be required.
<PAGE>
The following table indicates the age; year first elected a Director, and
principal occupation or employment for the past five years of each nominee. In
addition, the table also indicates any Committee of the Board of Directors of
the Corporation on which the nominee serves.
<TABLE>
<CAPTION>
<S> <C>
DENNIS BROVARONE Mr. Brovarone, 42, has been practicing corporate and
securities law since 1986 and as a sole practitioner
since 1990. He was elected to the Board in December
1997 and is Chairman of the Corporation's Board of
Directors. Mr. Brovarone also serves as President
Pro-tem and Chairman of the Executive Committee. Prior
to 1990, Mr. Brovarone served as in- house counsel to
R.B. Marich, Inc.; a Denver, Colorado based brokerage
firm. Mr. Brovarone also serves as President (Chairman)
of the Board of Directors of The Community Involved
Charter School, a four- year old K-12 independently
chartered public school located in Lakewood, Colorado.
He also serves as a Director of Innovative Medical
Services in San Diego, California.
RUSSELL C. BURK Mr. Burk, 40, has been practicing corporate securities
law since 1990 and as a sole practitioner since 1997.
He was elected to the Board in December 1997. From 1993
to 1997, Mr. Burk was Vice President, General Counsel
for RAF Financial Corporation, Denver, Co.
JEFFREY J. EVENSEN Mr. Evensen, 52, is Chairman of the Board of North
American Digicom Corporation. Since 1996, he has been
self-employed as a consultant in the areas of strategic
business planning for several corporations including
World City Corp., New York, Storyline Concepts and
Automated Artist, both located in Orlando, Florida. In
1995 and 1996, Mr. Evensen was Vice Chairman of
Interactive Visions. He served in various capacities
with The Walt Disney Company from 1992 to 1995. His
most recent position with The Walt Disney Company was
Vice President of Marketing and Strategic Planning.
PHILIP F. GREY Mr. Grey, 45, has served as President, Chief Executive
Officer, and Director of North American Digicom
Corporation since its inception in December 1995. He
also serves as Chairman of the Board of United Online,
a wholly owned subsidiary of Digicom. Since 1994 Mr.
Grey has served as President and CEO of Premier
Financial Services, Inc., a Denver, Colorado-based
business consulting firm. Since 1991, Mr. Grey has
served as President and CEO of Phillips Energy
Corporation.
WAYNE JOHNSON Mr. Johnson, 40, is Chief Operating Officer of
technical/delivery systems and a Director of North
American Digicom Corporation. He has served as Director
of Engineering for Key Communications Group and was
Director of Installation at International Network
Solutions. Mr. Johnson has owned and operated
International Communications Consultants, Inc.
<PAGE>
<CAPTION>
<S> <C>
W. CRAIG NELSON Mr. Nelson, 53, has served as Director and Vice
President of Special Projects for North American
Digicom Corporation since October 1997. In 1996 he
served as Controller of Capital Funding & Financial
Group; President of kidZtime TV Management Group, Inc.
Prior to joining NAD, he was President of Community
Interlink Corporation.
WILLIAM D. PETERSON, Mr. Peterson, 49, has served as Director and House
ESQ. Counsel of North American Digicom Corporation since
October 1997. From August 1996 he served as House
Counsel for kidZtime TV, Inc. and Capital Funding &
Financial Group, Inc. He also serves as President and
sole owner of William D. Peterson, P.C., and a Colorado
law firm engaged in private practice for commercial and
civil litigation.
LOUIS C. SCOTTI Mr. Scotti, 42, has been Chief Financial Officer,
Treasurer, and a Director of North American Digicom
Corporation since 1996. He also serves as President and
Chief Executive Officer of kidZtime TV, Inc. Mr. Scotti
served as President and Managing Director of the
Prometheus Group. From 1992 to 1995 he served as
President of Carcharodon Acquisitions, Inc.
</TABLE>
During fiscal year 1997, the Board of Directors of the Corporation held 13
meetings. Each member of the Board of Directors attended at least 85% of the
meetings of the Board and appropriate Committee meetings.
All Committees of the Board are appointed by the Chairman of the Board and
ratified by the Board of Directors. Committees of the Board of Directors consist
of the following:
(1) Audit and Compliance Committee - Reviews audit plans, controls, and the
Annual Report of the Corporation with independent auditors. Monitors
regulatory compliance activities of the Corporation. During fiscal year
1997, the Audit and Compliance Committee held two meetings.
(2) Executive Committee - Subject to statutory limitations, has concurrent
authority of the Board of Directors. During fiscal year 1997, the Executive
Committee of the Corporation held no meetings.
(3) Nominating and Stockholder Relations Committee Serves as screening and
nominating committee for Board of Directors and monitors Shareholder
relations activities of the Corporation. A nominee for the Board of
Directors recommended by a Shareholder should be submitted to this
Committee. During fiscal year 1997, the Nominating and Stockholder Committee
held two meetings.
(4) Personnel and Compensation Committee - Reviews and approves compensation for
all Corporate Officers and employee benefit plans of the Corporation. During
fiscal year 1997, the Personnel and Compensation Committee held two
meetings.
(5) The Finance and Business Strategy Committee Reviews and approves financial
reports of the Corporation and its operations. The Committee also reviews
Management recommendations related to business strategies and acquisition
proposals. During fiscal year 1997, the Finance and Business Strategy
Committee held two meetings.
<PAGE>
Directors' Compensation
Directors who are not employees of the Corporation are paid a monthly base fee
of $400 and receive $250 per day per meeting attended. At the July 31, 1997
Board Meeting, the Directors approved the suspension of the monthly retainer fee
of $400 and its subsequent reinstatement on March 31, 1998.
As a group, the previous six non-employee Directors of the Corporation were paid
$27,550 during fiscal year 1997. The current Directors received no compensation
during fiscal year 1997.
The Corporation was the subject of an investigation by the Securities and
Exchange Commission ("SEC") which was resolved by means of a settlement.
Pursuant to the settlement on March 9, 1994, the United States District Court
for the District of Columbia entered final judgments of permanent injunction
against the Corporation and Robert B. Neal, a former Director and former
President of the Corporation. The judgments were entered on the basis of a
complaint filed by the SEC. The Corporation and Mr. Neal each consented to the
entry of final judgments of permanent injunction without admitting or denying
the allegations contained in the SEC's complaint. The final judgments to which
the Corporation and Mr. Neal consented enjoin them from violating or aiding and
abetting future violations of sections of the Securities Act of 1933 and the
Securities and Exchange Act of 1934 and certain rules thereunder.
Executive Officers
<TABLE>
<CAPTION>
Executive Officer
Name Age Since
---- --- -----
<S> <C> <C>
Dennis Brovarone, 42 1997
Esq.
Chairman, Chief
Executive Officer,
and President Pro
tem
David E. Williams 48 1996
Senior Vice
President,
Secretary,
Treasurer, Chief
Financial Officer,
and Chief Operating
Officer
</TABLE>
Vote Required for Election
Fixing the number of Directors at eight requires a favorable vote of a majority
of those shares voting in person or by Proxy. The eight nominees receiving the
highest number of votes shall be elected to the Board.
The Board recommends that you vote FOR a Board consisting of eight Directors and
FOR the election of each of the eight nominees to be Directors of the
Corporation.
<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Summary Compensation Table
The following Summary Compensation Table sets forth for each of the last three
years ended December 31, 1997, information concerning the total compensation
paid or awarded to the Corporation's Chief Executive Officer for services
rendered in all capacities to the Corporation and its subsidiaries. The total
compensation of none of the Corporation's Officers exceeded $100,000 in 1997.
<TABLE>
<CAPTION>
Long-term
Compensation
--------------------
Annual Number of All
Name and Compensation Securities Other
Principal ------------------------ Underlying Compen-
Position Year Salary Bonus Options sation
-------- ---- ------ ----- ------- ------
<S> <C> <C> <C> <C> <C>
S.L. Reed, Jr. 1997 $36,000 $0 50,000 $0
Chairman and CEO (2)
1996 $36,000 $0 50,000 $0
1995 $25,346 $0 50,000 $0
(1)
Dennis Brovarone 1997 $ 0 $0 0 $0
Chairman and CEO (3)
</TABLE>
(1) Commenced employment January 1995
(2) Resigned as Chairman and Director in December 1997 and CEO in January 1998
(3) Joined the Board and elected Chairman in December 1997. Appointed CEO in
January 1998. Mr. Brovarone receives a fee of $5,000 per month starting
January 1998 as compensation for his services.
0ption Grants in 1997
The following table sets forth information concerning options to purchase shares
of common stock which were granted during 1997 to the individuals named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise Expiration
Name Options Granted Fiscal Year Price Date 5% 10%
---- --------------- ----------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
S.L. Reed, Jr. 50,000 (1) 40% $0.42 05/05/05 $48,052 $76,515
</TABLE>
(1) These options would have begun vesting on May 30, 1998 at the rate of 20%
per year for five years, however, this option was accelerated in accordance
with the provisions of the Stock Option Plan since Mr. Reed's resignation was
requested in conjunction with the settlement of the "Peeper Group" lawsuit.
(See Certain Relationships and Related Transactions below for additional
information).
<PAGE>
Fiscal Year End Option Value Table
The following table sets forth information as of December 31, 1997 concerning
the unexercised options held by Officers named in the Summary Compensation
Table, none of whom exercised options in 1997. Options are "in-the-money" when
the fair market of underlying common stock exceeds the exercise price of the
option. The closing price of common stock on December 31, 1997 was $0.19 per
share.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options at December 31, Options at
Name 1996 December 31, 1996
- - -------------------- --------------------------------------- ----------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
S.L. Reed, Jr. 150,000 0 None None
</TABLE>
Certain Relationships and Related Transactions
On June 10, 1997 the Corporation acquired Legislative Information Systems
Corporation (LIS) in a business combination accounted for as a pooling of
interests. LIS became a wholly owned subsidiary of the Corporation through the
exchange of 1,123,433 shares ($616,203) of the Corporation's common stock for
all of the outstanding stock of LIS. Mr. Don Withrow, who was a 55% owner of
LIS, received 617,888 shares of Ethika common stock. In addition, Mr. Withrow
entered into a one-year employment contract at an annual salary of $80,000 plus
bonus based upon performance. LIS is an electronic publishing company located in
Annandale, Virginia specializing in federal aviation regulations, banking
regulations, and custom service contracts.
Ethika Corporation, in conjunction with settlement of a lawsuit filed in the
United States District Court for the Southern District of Mississippi, Jackson
Division, styled EURAM, B.V., Peeper, et al. vs. Ethika by certain plaintiffs
against Ethika and its thenChairman, S.L. Reed, Jr., entered into a Subscription
Agreement for the sale of 7,000,000 shares of its unregistered common stock to
LaSalle Investment, Ltd., a party to the lawsuit for $0.09 per share. The
Schedule 13-D filed with the SEC indicates that beneficial ownership of the
"Reporting Persons" increased to 51% as a result of this transaction resulting
in change of control of Ethika Corporation.
On January 8, 1998 the Corporation entered into a Letter of Intent to acquire in
a reverse merger 100% of the outstanding common stock of NAD. (See Item III for
additional information). On January 27, 1998 the parties executed a Definitive
Agreement to accomplish the acquisition on or before March 6, 1998.
At closing, the shareholders of NAD will exchange their common stock for Ethika
common stock at the rate of three (3) shares of Ethika common stock for every
four (4) shares of NAD stock. The NAD shareholders will receive approximately
19.6 million post-split shares of Ethika, which will represent approximately 95%
of the then-outstanding shares.
<PAGE>
NAD is a mass communications company which integrates retail and wholesale
long-distance services including nationwide internet services, prepaid phone
cards through its wholly-owned subsidiary, United Online, violence-free
television programming distributed nationwide through its wholly-owned
subsidiary, kidZtime TV, Inc., and other telecommunications services under one
umbrella utilizing the most current technology in providing services to its
customers.
SHAREHOLDER PROPOSALS
Any Shareholder desiring to have a proposal considered for inclusion in the
Proxy Statement to be distributed in connection with the Corporation's 1998
Annual Meeting is requested to submit such proposal in writing to the
Corporation, Attention: Corporate Secretary, no later than March 31, 1998.
IV. OTHER MATTERS
The Management of the Corporation knows of no other matters, which may come
before the Meeting except for the approval of the Minutes of the last Annual
Meeting of Shareholders.
Copies of the Corporation's Annual Report for the year ended December 31, 1996
containing audited financial statements together with Forms 10-Q for the periods
ending March 31, June 30, and September 31, 1997 and Form 8K filed by the
Corporation on December 12, 1997 were mailed to all Shareholders of record as of
January 19, 1998. The audit being conducted by our independent auditors, Price
Waterhouse, LLP, for the year ended December 31, 1997 is currently being
conducted with anticipated completion on or about March 31, 1998.
Please date, sign, and return the enclosed Proxy Card to the Corporation
promptly.
February 10, 1998
David E. Williams
Secretary
