TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 11, 1997
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Tri City
Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 11, 1997 at 9:30 a.m.,
for the following purposes:
(1) To elect fourteen members of the Board of Directors to serve for the ensuing
year; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Holders of common stock of record at the close of business on April 22, 1997,
will be entitled to notice of, and to vote at, the Annual Meeting, or at any
adjournment thereof.
All shareholders are cordially invited to attend and participate in the Annual
Meeting in person. Those who do not expect to attend the Annual Meeting are
urged to sign and return the enclosed proxy. Your proxy will not be used if you
subsequently decide to attend the Annual Meeting and desire to vote your shares
in person, or if you revoke your proxy by any other lawful means.
By Order of the Board of Directors,
/s/Henry Karbiner, Jr., Secretary
- ---------------------------------
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
April 25, 1997
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TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
PROXY STATEMENT
____________________________
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Tri City Bankshares Corporation (the "Corporation")
to be voted at the Annual Meeting of Shareholders to be held at Tri City
National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, June 11,
1997, at 9:30 a.m., for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The solicitation is made by the mailing
of this Proxy Statement with its enclosures. No other solicitation is
contemplated, however, if it is necessary to assure adequate attendance at the
Annual Meeting, the Corporation's Board of Directors may, if it deems it
advisable, make a further solicitation by mail, telephone, telegraph, and/or
personal interview for proxies. Such solicitation will be made by the officers
of the Corporation and will be limited in extent. The total expense of the
solicitation, including reimbursement of banks, brokerage firms, custodians,
nominees, and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of the Corporation's stock, will be
borne by the Corporation. The approximate date on which this Proxy Statement
and accompanying proxy card are first being mailed to shareholders is
April 30, 1997.
Shareholders are asked to complete, sign, and return the enclosed proxy.
The proxy may be revoked by you at any time before it is voted at the Annual
Meeting. Prior to the Annual Meeting, this may be done by execution of a
later-dated proxy or by written revocation sent to the Secretary of the
Corporation, Mr. Henry Karbiner, Jr., at the office of the Corporation, 6400
South 27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may
also be revoked at the Annual Meeting by oral or written request to the
Secretary of the Corporation.
Only shareholders of record at the close of business on April 22, 1997, will be
entitled to vote at the meeting. There were 2,491,156 shares of the common
stock of the Corporation outstanding on that date, each share being entitled
to one vote.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is based upon information provided to the Corporation
by the persons named below and sets forth, as of March 11, 1997, with respect to
its $1.00 par value common stock (being its only outstanding class of equity
security) (a) persons known by the Corporation to own beneficially, directly or
indirectly, more than 5% of the Corporation's outstanding common stock; (b)
shares owned by directors, nominees for director and certain executive officers;
and (c) shares owned by all directors and officers of the Corporation as a
group.
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Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------ ----------------- ----------
Frank Bauer 25,044 Shares (3) 1.005%
Sanford Fedderly 72,360 Shares (4) 2.905%
William Gravitter 206,137 Shares (5) 8.275%
Henry Karbiner, Jr. 65,698 Shares (6) 2.637%
Christ Krantz 61,009 Shares 2.449%
Rudie L. Lauterbach 15,024 Shares *
William P. McGovern 12,000 Shares (7) *
Robert W. Orth 4,494 Shares (8) *
Ronald K. Puetz 9,397 Shares (9) *
John M. Rupcich 8,820 Shares (10) *
David A. Ulrich 1,103,704 Shares (11) 44.305%
William J. Werry 34,412 Shares (12) 1.381%
Scott A. Wilson 9,246 Shares (13) *
All Directors and Officers 1,630,722 Shares 65.46%
as a group (15 persons)
_____________________
* Less than 1%.
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote, and beneficial ownership, as shown in the foregoing table, arises
from sole voting and investment power, except as otherwise indicated by
footnote.
(2) Percentages are based upon the 2,491,158 shares issued and outstanding as of
March 11, 1997.
(3) Includes 2,500 shares registered in the name of Mr. Bauer and his wife, as
joint tenants, as to which Mr. Bauer has shared voting and investment power,
and 880 shares registered in the name of Mrs. Bauer.
(4) Includes 35,180 shares registered in the name of Mrs. Roberta C. Fedderly
1991 Revocable Trust, 35,115 shares registered to the Sanford Fedderly 1991
Revocable Trust, and 2,000 shares held in a self-directed individual
retirement account ("IRA") for the benefit of Mr. Fedderly.
(5) Includes 3,850 shares registered in the name of Mrs. Gravitter.
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(6) Includes 5,345 shares registered in the name of Mrs. Karbiner, and 10,583
shares and 277 shares held in self-directed IRAs for the benefit of Mr.
Karbiner and Mrs. Karbiner, respectively.
(7) Includes 2,880 shares registered in the name of Mr. McGovern and his wife as
joint tenants, as to which Mr. McGovern has shared voting and investment
power.
(8) Includes 409 shares in accounts for Mr. Orth's children in which he is
custodian.
(9) Includes 785 shares registered in the name of Mrs. Puetz and 2,013 shares
held in a self-directed IRA for the benefit of Mr. Puetz.
(10) Includes 4,420 shares registered in the name of Mr. Rupcich and his wife as
joint tenants, as to which Mr. Rupcich has shared voting and investment
power.
(11) Includes 117,679 shares registered in the name of Mrs. Ulrich as to which
Mr. Ulrich disclaims beneficial ownership. Also includes 10,736 shares
registered in the name of N.D.C. Inc., in which Mr. Ulrich is President
and principal shareholder, and 41,230 shares and 1,094 shares held in self-
directed IRAs for the benefit of Mr. Ulrich and Mrs. Ulrich, respectively.
Also includes 233,690 shares held under Stockholders' Agreements with
members of Mr. Ulrich's family.
(12) Includes 26,552 shares registered in the name of Mr. Werry and his wife as
joint tenants, as to which Mr. Werry has shared voting and investment
power. Also includes 2,340 shares registered in the name of Mrs. Werry.
(13) Includes 5,013 shares registered in the name of Mr. Wilson and his wife, as
to which Mr. Wilson has shared voting and investment power and 2,986 shares
and 1,247 shares held in self-directed IRAs for the benefit of Mr. Wilson
and Mrs. Wilson, respectively.
The Corporation knows of no contractual arrangements, including the pledge of
its securities, which might result in a change of control of the Corporation.
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ELECTION OF DIRECTORS
The Board of Directors proposes that the fourteen (14) nominees named below be
elected to serve as directors for the ensuing year and until their successors
are elected and qualified. Proxies received by the Board of Directors will be
voted FOR the election of the following fourteen (14) persons, unless otherwise
indicated, but, if any such nominee is unable to serve, due to presently
unforeseen circumstances, proxies may be voted for another person nominated by
the Board of Directors. All of the persons nominated as directors, with the
exception of David A. Ulrich, Jr., are currently directors of the Corporation
and were elected at the last annual meeting held June 12, 1996, for a one year
term which expires at the 1997 Annual Meeting. All of the nominees have
consented to serve if elected, and the Board of Directors is not aware of any
nominee who may be unable to serve as a director. The directors and officers of
the Corporation beneficially own a majority of the Corporation's outstanding
common stock. Accordingly, assuming that all directors and executive officers
vote for the nominees listed below, election of such nominees is assured.
Principal Occupation During the
Director Past 5 Years and Other
Name Since Age Directorships
- ----------------- -------- ----- -------------------------------
Frank J. Bauer 1990 70 Director of the Corporation.
President of Frank Bauer
Construction Company, Inc.
Director of Tri City National
Bank.
Sanford Fedderly 1980 62 Director of the Corporation.
Retired Registered Pharmacist.
Retired President of Tri City
Pharmacy, Inc., Oak Creek,
Wisconsin. Director of Tri
City National Bank.
William Gravitter 1980 68 Director of the Corporation.
President of Hy-View Mobile
Home Park. Director of Tri
City National Bank.
Henry Karbiner, Jr. 1980 56 Executive Vice President,
Secretary, Treasurer and a
Director of the Corporation.
President and Director of Tri
City National Bank from 1987 to
present.
Christ Krantz 1980 72 Director of the Corporation.
President of Krantz Realty,
Inc., which owns Days Inn,
Wauwatosa, Wisconsin. Vice
President and Secretary of KRK,
Inc., which owns Ramada Airport
Motel, Milwaukee, Wisconsin.
Partner in Veterans Linen
Supply Company. Director of
Tri City National Bank.
Rudie L. Lauterbach 1980 81 Director of the Corporation.
Semi-retired, Independent
Accountant, Elm Grove,
Wisconsin. Director of Tri
City National Bank.
William P. McGovern 1980 81 Director of the Corporation.
Semi-retired Attorney-at-Law,
Milwaukee, Wisconsin, served as
legal counsel to certain of the
Tri City National Banks from
1968 to present. Director of
Tri City National Bank.
Robert W. Orth 1996 50 Senior Vice President of the
Corporation from 1996.
Executive Vice President of Tri
City National Bank from 1996.
Senior Vice President of Bank
One, Milwaukee, NA from 1979 to
1996.
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Ronald K. Puetz 1988 48 Senior Vice President and
Director of the Corporation
from 1990 to present.
Executive Vice President and
Director of Tri City National
Bank from 1990 to present.
John M. Rupcich 1993 51 Director of the Corporation.
President and Director of
N.D.C., Inc. Executive Vice
President, Treasurer and
Director of Mega Marts, Inc.
Director of Tri City National
Bank.
David A. Ulrich 1980 70 President, Chief Executive
Officer, Chairman of the Board
and Director of the
Corporation. Chairman of the
Board, Chief Executive Officer
and Director of Tri City
National Bank from 1968 to
Present.
David A. Ulrich, Jr. -- 36 Vice President and Director of
MegaMarts and Vice President
and Director of NDC, Inc. from
1987 to present. Responsible
for property management and
construction projects of said
corporations.
William J. Werry 1980 70 Director of the Corporation.
Retired Unit President of Tri
City National Bank from 1990 to
1992. Director of Tri City
National Bank from 1990 to
present.
Scott A. Wilson 1990 50 Senior Vice President and
Director of the Corporation.
Executive Vice President and
Director of Tri City National
Bank from 1990 to present.
There is a family relationship between David A. Ulrich and two of the nominees
for directorship. Mr. Bauer is Mr. Ulrich's brother-in-law and Mr. Ulrich, Jr.
is Mr. Ulrich's son.
The Corporation's Board of Directors has standing Audit and Executive
Committees. The Executive Committee is composed of Messrs. Ulrich, Karbiner,
Gravitter, Fedderly and Krantz. The Executive Committee's purpose is to
exercise the powers of the full Board between regular meetings of the Board.
During 1996, the Executive Committee held four meetings. The Audit Committee is
composed of Messrs. Lauterbach, Fedderly, Krantz, and McGovern and its function
is (a) to review the results of audits of the Corporation and its subsidiaries
performed by the Corporation's internal auditors, (b) to meet with, and review
the results of audits of the Corporation and its subsidiaries performed by the
Corporation's independent public accountants, and (c) to recommend the selection
of independent public accountants. The Audit Committee held three meetings
during 1996. The Board of Directors has not appointed a nominating committee,
and the review of recommendations for, and the selection of, nominees to Board
membership is handled by the Board serving as a committee of the whole. If
shareholders were to recommend nominees for directors, the full Board would
consider such persons. Shareholders are entitled to nominate persons from the
floor at the Annual Meeting, but it is intended that the proxies solicited with
the Proxy Statement will be voted for the slate of the fourteen persons listed
in the table above as nominees to the Board of Directors. The Board of
Directors does not have a compensation committee.
The Board of Directors held four meetings during 1996. All incumbent directors
attended 75% or more of the meetings of the Board and the committees on which
they served during 1996.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the Corporation and
its subsidiaries to each of the most highly compensated executive officers of
the Corporation whose cash compensation exceeded $100,000 during the fiscal year
ended December 31, 1996.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation All Other
Principal Position Year Salary($) Bonus($) Compensation ($)(1)
------------------ ---- --------------------- -------------------
David A. Ulrich 1996 330,041 64,170 7,500
President & Chief 1995 306,582 63,271 7,528
Executive Officer 1994 281,633 54,780 7,500
Henry Karbiner, Jr. 1996 235,008 46,110 7,500
Executive Vice- 1995 221,758 45,669 7,527
President, Secretary, 1994 201,047 39,540 7,500
and Treasurer
Robert W. Orth 1996 97,972 20,250 0
Senior Vice 1995 0 0 0
President 1994 0 0 0
Ronald K. Puetz 1996 112,552 21,837 6,274
Senior Vice 1995 105,987 21,731 6,390
President 1994 97,586 18,988 5,818
Scott A. Wilson 1996 106,799 20,684 5,952
Senior Vice 1995 101,922 20,788 6,138
President 1994 95,160 18,496 5,671
(1) All other compensation represents the Corporation's matching contribution to
the employee's 401(k) plan.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Executive Compensation, including that of the C.E.O., consists primarily of
salary and cash bonus. The C.E.O.'s compensation is determined in the same
manner as the other executives.
The bonus portion of Executive Compensation is based entirely on the bank's
return on assets. If the return on assets for the twelve month period ending
in November is less than the minimum amount of one percent (1%) no cash bonuses
are paid. If the return on assets exceeds the minimum, the bonus is computed as
a percentage of salary based on a formula such that as the return on assets
increases the bonus percentage goes up at an increasing rate. The same bonus
percentage is applied to all officers of the bank.
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<PAGE>
Except for the bonus, there is no specific relationship between corporate
performance and executive salaries and benefits. Executive Compensation is
determined by the President and Executive Vice President considering the
following factors without assigning any relative weight or importance to any
factor:
1. Current Compensation
2. Cost of Living
3. Salaries Paid to Executives at Other Banks
4. Performance of the Bank During the Prior Year
5. Prospects of Future Growth and Performance
6. The Individual Performance of the Executive
Stock price is not a factor in determining executive salaries or bonuses.
The salaries determined by the President and Executive Vice President are
submitted to the full Board of Directors for approval. After reviewing the
recommendations the Board members have an opportunity to discuss any factors
they deem relevant - there is no agenda or specific list of factors to be
discussed. The recommendations of the President and Executive Vice President
are usually approved by the Board without adjustment.
The Corporation continues to follow its long standing policy of not providing
its executives with many of the non-cash perquisites given to executives of
similar companies. Executives receive no stock rights, options, warrants or
stock appreciation rights. The Corporation does not provide memberships for its
executives in country clubs or other social clubs. Also, executives receive no
special retirement benefits or deferred compensation - they participate in the
same retirement plan provided to non-executive employees of the Corporation.
By the Board of Directors
Frank Bauer Sanford Fedderly Robert W. Orth
William Gravitter Henry Karbiner, Jr. Christ Krantz
Rudie L. Lauterbach William P. McGovern Ronald K. Puetz
John M. Rupcich David A. Ulrich Marilyn T. Ulrich-Graves
William J. Werry Scott A. Wilson
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<PAGE>
STOCK PERFORMANCE GRAPH
The following graphs show the cumulative stockholder return on the Corporation's
common stock over the last five fiscal years and ten fiscal years compared to
the returns of the Standard & Poor's 500 Stock Index and Major Regional Bank
Index compiled by Standard & Poor's and consisting of 20 regional banks assuming
that $100 is invested on December 31, 1991 and December 31, 1986, respectively,
with dividends reinvested.
TRI CITY FIVE YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S & P 500 BANKS BANKSHARES
--------------------- --------- -------- ----------
1991 100.00 100.00 100.00
1992 107.62 127.34 107.03
1993 118.47 135.01 123.66
1994 120.03 127.78 141.74
1995 165.14 201.21 162.17
1996 203.06 274.93 185.15
TRI CITY TEN YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S & P 500 BANKS BANKSHARES
--------------------- --------- -------- ----------
1986 100.00 100.00 100.00
1987 105.10 80.73 135.35
1988 122.56 101.96 155.41
1989 161.40 124.53 174.29
1990 156.39 88.82 189.02
1991 204.04 158.90 198.47
1992 219.59 202.34 212.42
1993 241.59 214.52 245.43
1994 244.92 203.04 281.31
1995 336.96 319.71 321.85
1996 414.33 436.86 367.46
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<PAGE>
DIRECTORS' FEES
In 1996, the directors of the Corporation, who were not also officers of Tri
City Bankshares Corporation, received $300 for each Board meeting attended.
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or directors.
However, in the ordinary course of business, the Corporation's banking
subsidiary made loans during 1996 to officers and directors of the Corporation,
and to business firms in which officers and directors of the Corporation are
officers, partners, or in which they have a substantial interest. The loans
made by the Corporation's banking subsidiary were made to the Corporation's
officers and directors and certain of the companies with which they are
associated in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable loans to unaffiliated persons or firms, and do not involve more than
a normal risk of collectibility or present other unfavorable features.
David A. Ulrich, an officer and director of the Corporation, is the principal
shareholder in a corporation that owns buildings occupied by the Corporation's
central office (the "Central Office") in Oak Creek, a Tri City National Bank
branch office located in Milwaukee, and ten Tri City National Bank branch
offices located in Pick N'Save food stores in Brookfield, Greenfield, Milwaukee,
Oak Creek and West Allis. The Central Office building lease has a five-year
term, through 2000, with one five-year renewal option. The branches located in
local food stores have lease terms of three to five years, through December
1999, with three five-year renewal options. The annual rental for 1996 paid
in connection with all of the aforementioned leases was $316,586, subject to
adjustment as a result of increases in the consumer price index. Pursuant to the
Central Office lease only, the Bank is also obligated to pay property taxes,
insurance, and maintenance costs associated with the building.
OTHER BUSINESS
The Board of Directors knows of no other business which may come before the
Annual Meeting. In the event that any other business not known or determined at
this time does properly come before the Meeting, it is intended that the persons
named in the proxy shall vote in accordance with their best judgment.
VOTING OF PROXIES
Proxies received by the Board of Directors will be voted in accordance with the
specifications indicated by the shareholder and unless authority to vote upon
the election of the directors, or as to individual nominees, is withheld, the
proxies will be voted FOR all of the nominees listed in the Proxy Statement.
Nominees receiving the largest number of affirmative votes cast will be elected
as directors up to the maximum number of directors to be chosen at the election.
Any shares not voted affirmatively, whether by abstention or broker nonvote,
will generally have no impact on the election of directors.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
As of the date of this Proxy Statement, the Audit Committee and the Board of
Directors have not selected an independent auditor for the 1997 year-end audit.
The Committee and the Board are currently considering either hiring the
Corporation's current independent auditor, Ernst & Young, or soliciting bids
from several independent auditors, including Ernst & Young. A decision has not
been made as of the date of this Proxy Statement. Ernst & Young has served as
the Corporation's accountants for the past fourteen years. The services
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<PAGE>
provided by Ernst & Young since January 1, 1996 consisted of preparing financial
statements, and audit reports with respect thereto, for the Corporation and its
subsidiaries, and providing assistance in the preparation of periodic reports
filed with the Securities and Exchange Commission. Representatives of said firm
are expected to be present at the Annual Shareholders' Meeting and will have the
opportunity to make a statement if they choose to do so and will be available to
respond to appropriate questions.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the Corporation's Proxy
Statement for its 1998 Annual Meeting of Shareholders must be received by the
Corporation no later than December 26, 1997.
PENDING LEGAL PROCEEDINGS
No director or executive officer is an adverse party or has an interest adverse
to the Corporation or any of its subsidiaries in any material pending legal
proceedings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCES
The Corporation believes that during 1996 its officers and directors complied
with all filing requirements under Section 16(a) of the Securities Exchange Act
of 1934, with the exception of William Gravitter, a director of the Corporation,
who failed to file on a timely basis a Form 4 to report a 1992 transaction. Mr.
Gravitter subsequently filed a Form 5 to report this transaction.
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<PAGE>
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH WAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1996 MAY BE OBTAINED
WITHOUT CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S
SHARES AS OF THE APRIL 22, 1997 RECORD DATE BY WRITTEN REQUEST TO HENRY
KARBINER, JR., SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK,
WISCONSIN 53154, (414) 761-1610.
By Order of the Board of Directors
/s/Henry Karbiner, Jr., Secretary
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
April 25, 1997
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE 1997 ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE, SIGN, AND RETURN THE PROXY AS SOON AS POSSIBLE.
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<PAGE>
PROXY Tri City Bankshares Corporation PROXY
Annual Meeting-June 11, 1997
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints David A. Ulrich, William Gravitter and
Henry Karbiner, Jr. and each of them, with full power to act without the others
and with full power in each to appoint his substitute or substitutes, as his
proxy to vote all of the shares which the undersigned may be entitled to vote at
the Annual Meeting of the Shareholders of Tri City Bankshares Corporation, a
Wisconsin corporation, to be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 11, 1997 at 9:30 A.M.,
and at any adjournment or adjournments of said meeting, on the following
matters:
1. Election of Directors ___ For all nominees listed below ___ WITHHOLD
(or their substitutes if any AUTHORITY
nominees shall be unable to to vote
stand for election) for all
nominees
listed
below
FRANK BAUER, SANFORD FEDDERLY, WILLIAM GRAVITTER, HENRY KARBINER, JR., CHRIST
KRANTZ,RUDIE L. LAUTERBACH, WILLIAM P. MCGOVERN, ROBERT W. ORTH, RONALD K.
PUETZ, JOHN M. RUPCICH,DAVID A. ULRICH, DAVID A. ULRICH, JR., WILLIAM J. WERRY,
SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
(Over)
________________________________________________________________________________
The Board of Directors recommends a vote FOR item 1.
2. In their discretion on such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Date , 1997
-------------------------
-----------------------------------
-----------------------------------
Please sign exactly as name appears
hereon. For joint accounts, all
tenants should sign. Executors,
Administrators, Trustees, etc.,
should so indicate when signing.
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