SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. ___)
Filed by the Registrant [X]
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 Sec 240.14a-11(c) or Sec 240.14a-12
Tri City Bankshares Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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<PAGE>
TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 10, 1998
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 10, 1998 at 9:30 a.m.,
for the following purposes:
(1) To elect fourteen members of the Board of Directors to serve until the
1999 Annual Meeting of Shareholders and until their successors are elected
and qualified; 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 21, 1998,
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.
- ------------------------------
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
April 24, 1998
<PAGE>
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, on June 10,
1998, 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 common stock, $1.00 par value (the
"Common 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 May 1, 1998.
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 21, 1998 (the
"Record Date"), will be entitled to vote at the meeting. There were 2,507,679
shares of the Common Stock of the Corporation outstanding on that date, each
share being entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the Record Date is required for a quorum with
respect to the matters on which action is to be taken at the Annual Meeting.
<PAGE>
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 2, 1998, information
regarding the beneficial ownership of shares of Common Stock by (a) persons
known by the Corporation to own beneficially, directly or indirectly, more than
5% of the Corporation's Common Stock; (b) directors, nominees for director and
certain executive officers; and (c) all directors and officers of the
Corporation as a group. Except as otherwise indicated, the address of each
beneficial owner of more than 5% of the Common Stock listed below is 6400 South
27th Street, Oak Creek, Wisconsin 53154.
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------ ----------------- ----------
Frank Bauer 25,435 Shares (3) 1.014%
Sanford Fedderly 72,360 Shares (4) 2.886%
William Gravitter 206,137 Shares (5) 8.220%
Henry Karbiner, Jr. 66,198 Shares (6) 2.640%
Christ Krantz 62,908 Shares 2.509%
Rudie L. Lauterbach 15,024 Shares *
William P. McGovern 12,000 Shares (7) *
Robert W. Orth 8,214 Shares (8) *
Ronald K. Puetz 10,562 Shares (9) *
John M. Rupcich 11,348 Shares (10) *
David A. Ulrich 1,107,203 Shares (11) 44.152%
William J. Werry 34,412 Shares (12) 1.372%
Scott A. Wilson 9,990 Shares (13) *
All Directors and Officers 1,645,300 Shares 65.610%
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 2,507,681 shares issued and outstanding as
of March 2, 1998.
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<PAGE>
( 3) Includes 2,539 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 894 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.
( 6) Includes 5,500 shares registered in the name of Mrs. Karbiner, and 10,912
shares and 286 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 1,320 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 2,075 shares
held in a self-directed IRA for the benefit of Mr. Puetz.
(10) Includes 6,366 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 11,070 shares
registered in the name of N.D.C. Inc., in which Mr. Ulrich is President
and principal shareholder, and 41,434 shares and 1,128 shares held in
self-directed IRAs for the benefit of Mr. Ulrich and Mrs. Ulrich,
respectively. Also includes 243,842 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 5,650 shares registered in the name of Mr. Wilson and his wife,
as to which Mr. Wilson has shared voting and investment power and 3,065
shares and 1,275 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.
3
<PAGE>
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 are currently
directors of the Corporation and were elected at the last annual meeting held on
June 11, 1997, for a one year term which expires at the 1998 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
Director the Past 5 Years and
Name Since Age Other Directorships
- --------------- -------- ----- ---------------------------
Frank J. Bauer 1990 71 Director of the Corporation.
President of Frank Bauer
Construction Company, Inc.
Director of Tri City National
Bank.
Sanford Fedderly 1980 63 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 69 Director of the Corporation.
President of Hy-View Mobile Home
Park. Director of Tri City
National Bank.
Henry Karbiner, Jr. 1980 57 Executive Vice President,
Secretary, Treasurer and a
Director of the Corporation.
President and Director of Tri
City National Bank.
Christ Krantz 1980 73 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.
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<PAGE>
Rudie L. Lauterbach 1980 82 Director of the Corporation.
Semi-retired, Independent
Accountant, Elm Grove,
Wisconsin. Director of Tri City
National Bank.
William P. McGovern 1980 82 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 51 Senior Vice President and a
Director of the Corporation
since 1996. Executive Vice
President of Tri City National
Bank since 1996. Senior Vice
President of Bank One,
Milwaukee, NA from 1979 to 1996.
Ronald K. Puetz 1988 49 Senior Vice President and a
Director of the Corporation.
Executive Vice President and
Director of Tri City National
Bank.
John M. Rupcich 1993 52 Director of the Corporation.
President and a Director of
N.D.C., Inc. Executive Vice
President, Treasurer and a
Director of Mega Marts, Inc.
Director of Tri City National
Bank.
David A. Ulrich 1980 71 President, Chief Executive
Officer, Chairman of the Board
and a Director of the
Corporation. Chairman of the
Board, Chief Executive Officer
and a Director of Tri City
National Bank.
David A. Ulrich, Jr. 1997 37 Director of the Corporation
since 1997. Vice President and
a Director of Mega Marts, Inc.
and Vice President and a
Director of N.D.C., Inc.
Responsible for property
management and construction
projects of said corporations.
William J. Werry 1980 71 Director of the Corporation.
Retired Unit President of Tri
City National Bank. Director of
Tri City National Bank.
Scott A. Wilson 1990 51 Senior Vice President and a
Director of the Corporation.
Executive Vice President and a
Director of Tri City National
Bank.
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.
5
<PAGE>
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 1997, 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 1997. 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 1997. All incumbent directors
attended 75% or more of the meetings of the Board and the committees on which
they served during 1997.
6
<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 $100,000 during the fiscal year
ended December 31, 1997.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation All Other
Principal Position Year Salary($) Bonus($) Compensation ($)(1)
- ------------------ ---- ------------------- -------------------
David A. Ulrich 1997 $365,100 $74,130 $8,000
President & Chief 1996 330,041 64,170 7,500
Executive Officer 1995 306,582 63,271 7,528
Henry Karbiner, Jr. 1997 257,959 53,235 8,000
Executive Vice- 1996 235,008 46,110 7,500
President, Secretary 1995 221,758 45,669 7,527
and Treasurer
Robert W. Orth(2) 1997 134,994 27,720 4,465
Senior Vice 1996 97,972 20,250 0
President 1995 0 0 0
Ronald K. Puetz 1997 132,808 27,195 7,482
Senior Vice 1996 112,552 21,837 6,274
President 1995 105,987 21,731 6,390
Scott A. Wilson 1997 123,138 24,885 6,922
Senior Vice 1996 106,799 20,684 5,952
President 1995 101,922 20,788 6,138
____________
(1) All other compensation represents the Corporation's matching contribution
to the employee's 401(k) plan.
(2) Mr. Orth was not employed by the Corporation prior to 1996.
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
Corporation'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 Corporation.
7
<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 of the Corporation
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 David Ulrich, Jr.
William J. Werry Scott A. Wilson
8
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative stockholder return on the Corporation's
Common Stock over the last five 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, 1992 with dividends reinvested.
TRI CITYFIVE YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S & P 500 BANKS BANKSHARES
- --------------------- --------- -------- ----------
1992 100.00 100.00 100.00
1993 110.08 106.02 115.54
1994 111.53 100.35 132.43
1995 153.45 158.01 151.52
1996 188.68 215.90 172.99
1997 251.62 324.65 198.66
DIRECTORS' FEES
In 1997, the directors of the Corporation, who were not also officers of the
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 1997 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.
9
<PAGE>
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 eleven 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 1997 paid in
connection with all of the aforementioned leases was $355,891, subject to
adjustment as a result of increases in the consumer price index. Pursuant to the
Central Office lease only, the Corporation 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.
INDEPENDENT PUBLIC ACCOUNTANTS
As of the date of this Proxy Statement, the Audit Committee and the Board of
Directors has selected the independent accounting firm of Ernst & Young to serve
as its auditors for the year ending December 31, 1998. Ernst & Young has served
as the Corporation's accountants for the past fifteen years. The services
provided by Ernst & Young since January 1, 1997 consisted of assisting in the
preparation of 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.
10
<PAGE>
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the Corporation's Proxy
Statement for its 1999 Annual Meeting of Shareholders must be received by the
Corporation no later than December 28, 1998.
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 1997, its officers and directors complied
with all filing requirements under Section 16(a) of the Securities Exchange Act
of 1934.
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, 1997 MAY BE OBTAINED WITHOUT
CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS
OF THE APRIL 21, 1998 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.
- ------------------------------
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
April 24, 1998
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE 1998 ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE.
11
<PAGE>
PROXY Tri City Bankshares Corporation PROXY
Annual Meeting-June 10, 1998
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 10, 1998 at 9:30 A.M.,
and at any adjournment or adjournments of said meeting, on the following
matters:
1. Election of For all nominees WITHHOLD AUTHORITY
Directors listed below ____ to vote ____
(or their substitutes for all nominees
if any nominees shall listed below
be unable to stand for
election)
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 , 1998
---------------------------
-------------------------------------
-------------------------------------
Please sign exactly as name appears
hereon. For joint accounts, all
tenants should sign. Executors,
Administrators, Trustees, etc.,
should so indicate when signing.
