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 240.14a-11(c) or 240.14a-12
Daig Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
<PAGE>
DAIG CORPORATION
14901 DeVeau Place
Minnetonka, MN 55345
______
PROXY STATEMENT
______
FOR THE REGULAR MEETING OF SHAREHOLDERS
To be held April 12, 1996
The accompanying Proxy is SOLICITED BY AND ON BEHALF OF THE BOARD
OF DIRECTORS OF DAIG CORPORATION, a Minnesota corporation (the
"Company"), for use at the Regular Meeting of Shareholders to be
held on April 12, 1996 (the "Meeting"), at 9:30 a.m., Minnesota
time, at the Ramada Plaza Hotel, 12201 Ridgedale Drive, Minnetonka,
Minnesota 55345, or any adjournment thereof, for the purposes set
forth in the accompanying Notice of Meeting of Shareholders.
Solicitation of proxies may be made in person or by mail,
telephone or facsimile transmission by directors, officers and
regular employees of the Company. (The directors, officers and
regular employees of the Company will not receive any additional
compensation for such activities.) The Company will also request
banking institutions, brokerage firms, custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial
owners of Common Stock of the Company held of record by such
persons, and the Company will reimburse the reasonable forwarding
expenses. The cost of this solicitation of proxies will be paid by
the Company. This Proxy Statement and the enclosed form of proxy
will be first mailed to shareholders on or about March 11, 1996.
The address of the Company's principal executive offices is 14901
DeVeau Place, Minnetonka, Minnesota 55345. The Company's
telephone number is (612) 933-4700.
REVOCATION OF PROXY
Any shareholder returning the accompanying proxy may revoke such
proxy at any time prior to its exercise (a) by giving written
notice to the Company of such revocation, (b) by voting in person
at the meeting or (c) by executing and delivering to the Company a
later dated proxy. Attendance at the Meeting will not in itself
constitute revocation of a proxy. Any written notice or proxy
revoking a proxy should be sent to Daig Corporation, 14901 DeVeau
Place, Minnetonka, Minnesota 55345, Attention: Daniel J. Starks,
Secretary.
VOTING SECURITIES AND RECORD DATE
The only voting securities of the Company are shares of its
Common Stock, $.01 par value ("Common Stock"), each share of which
entitles the holder thereof to one vote on each matter to come
before the Meeting or any adjournment thereof.
The Company has set March 8, 1996 as the "Record Date" for the
Meeting. Only holders of record of Common Stock at the close of business on
the Record Date are entitled to notice of and to vote on matters
that come before the Meeting or any adjournment thereof.
At the close of business on January 26, 1996, the Company had
issued and outstanding 15,236,144 shares of Common Stock held of
record by approximately 400 persons.
QUORUM AND VOTING PROCEDURES
The presence in person or by proxy of the holders of a majority
of the outstanding shares of Common Stock entitled to vote at the
Meeting is necessary to constitute a quorum at the Meeting or any
adjournment thereof. If a quorum is not present or represented at
the Meeting, the shareholders entitled to vote, present in person
or represented by proxy, have the power to adjourn the Meeting from
time to time, without notice other than an announcement at the
Meeting, until a quorum is present. Approval of the proposals to
be presented at the Meeting will require the affirmative vote of
the holders of a majority of the shares present at the Meeting
(provided a quorum is present). If an executed proxy is returned
and the shareholder abstained from voting on any matter, the shares
represented by such proxy will be considered present at the Meeting
for purposes of determining a quorum and for purposes of
calculating the vote, but will not be considered to have been voted
in favor of such matter. If an executed proxy is returned by a
broker holding shares in street name which indicates that the
broker does not have discretionary authority to vote on one or more
matters as to certain shares, such shares will be considered
present at the Meeting for purposes of determining a quorum, but
will not be considered to be represented at the Meeting for
purposes of calculating the vote with respect to such matter.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number and percentage of
outstanding shares beneficially owned, to the knowledge of the
Company, as of January 26, 1996 by (a) each person known by the
Company to own more than 5% of the outstanding Common Stock, (b)
each director of the Company on that date, (c) each executive
officer named on the "Summary Compensation Table" below, (d) each
nominee for election as director, and (e) all officers and
directors as a group.
<TABLE>
<CAPTION>
Name and Address Number Percent
of Beneficial Owners Position of Shares (1) of Class
<S> <C> <C> <C>
John J. Fleischhacker Chairman of Board, 5,375,000 35.2%
14901 DeVeau Place Chief Executive Officer,
Minnetonka, Minnesota 55345 Director
Daniel J. Starks President, Secretary, 2,779,600 18.2%
14901 DeVeau Place Director
Minnetonka, Minnesota 55345
John C. Heinmiller Vice President - Finance 68,200(2) *
14901 DeVeau Place and Administration,
Minnetonka, Minnesota 55345 Director
Dennis A. Stowers Director of Manufacturing, 160,000 1.0%
14901 DeVeau Place Director
Minnetonka, Minnesota 55345
Edward F. Fox Director 0 *
14901 DeVeau Place
Minnetonka, Minnesota 55345
Dale L. Harris Director 10,000 *
14901 DeVeau Place
Minnetonka, Minnesota 55345
All officers and directors as 8,392,800(2) 55.0%
a group (6 persons)
____________
* Less than 1%.
(1) Sole investment and voting power with respect to all shares is
held by the person named.
(2) Includes 32,000 shares issuable upon the exercise of stock
options exercisable within 60 days.
</TABLE>
MATTER FOR SHAREHOLDER ACTION
ELECTION OF DIRECTORS
Six (6) directors will be elected at the Meeting. The Board of
Directors' nominees for those positions are John J. Fleischhacker,
Daniel J. Starks, John C. Heinmiller, Dennis A. Stowers, Edward F.
Fox and Dale L. Harris. See "Management--Directors and Executive
Officers" for a description of each nominee's qualifications.
Directors will be elected to serve until each such director's
resignation or removal from office or until the later of one (1)
year or the next shareholders' meeting at which a successor shall
be elected and shall qualify.
During the fiscal year ended September 30, 1995, the Board of
Directors held three (3) meetings and acted by unanimous approval
and written minuts of action on one (1) occasion. Each director
attended all meetings held during fiscal year 1995 and participated
in such written action.
Committees
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Board does not have a Nominating
Committee.
The Audit Committee consists of officer and employee John C.
Heinmiller and two non-employee directors, Edward F. Fox and Dale
L. Harris. This committee is responsible for matters relating to
accounting principles and procedures, financial reporting and
internal controls. The Audit Committee held two (2) meetings in
fiscal year 1995 with all members present at both.
The Compensation Committee consists of officer and employee John
C. Heinmiller and two non-employee directors, Edward F. Fox and
Dale L. Harris. The Compensation Committee makes recommendations
to the Board of Directors with respect to executive officer
compensation. During fiscal year 1995, the Compensation Committee
held one (1) meeting.
Compensation of Directors
Directors who are non-employees receive a $3,000 fee per
month. The remaining directors are not compensated separately for
their service as members of the Board of Directors.
Vote required--The affirmative vote of the holders of a
majority of the outstanding Common Stock represented at the Meeting
is required for the election of an individual to the Company's
Board of Directors.
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information about each
of the Company's directors, nominees for election as director and
executive officers.
<TABLE>
<CAPTION>
Name Age Position With the Company
<S> <C> <C>
John J. Fleischhacker 48 Chairman of the Board, Chief Executive Officer
and Director
Daniel J. Starks 41 President, Secretary and Director
John C. Heinmiller 41 Vice President - Finance and Administration and
Director
Dennis A. Stowers 46 Director of Manufacturing and Director
Dale L. Harris 63 Director
Edward F. Fox 41 Director
</TABLE>
John J. Fleischhacker. Mr. Fleischhacker has served as the
Company's Chief Executive Officer and Chairman of the Board for
more than five years. Mr. Fleischhacker has served as a Director
since 1974. Mr. Fleischhacker's current term as director extends
one year or until replaced. Mr. Fleischhacker is the founder of
the Company.
Daniel J. Starks. Mr. Starks has served as the Company's
President and Secretary for more than five years. Mr. Starks has
served as a Director since 1986. His current term as director
extends one year or until replaced.
John C. Heinmiller. Mr. Heinmiller became a member of the
Company's Board of Directors in June 1993. Mr. Heinmiller joined
the Company in March 1995 as its Vice President - Finance and
Administration. During the period October 1991 through February
1995, Mr. Heinmiller was Vice President of Finance and Corporate
Secretary for Lifecore Biomedical, Inc., a company that develops,
manufactures, and markets sterile medical devices for a variety of
surgical applications. Mr. Heinmiller is a member of the Board of
Directors of Lifecore Biomedical, Inc. Mr. Heinmiller was a
partner with Grant Thornton LLP, a national CPA firm, for more than
five years prior to October 1991. His current term as director
extends one year or until replaced.
Dennis A. Stowers. Mr. Stowers is a member of the Board of
Directors and the Director of Manufacturing for the Company. Mr.
Stowers joined the Board of Directors in June 1993 and has served
as Director of Manufacturing for more than five years. His current
term as director extends one year or until replaced.
Dale L. Harris. Mr. Harris became a member of the Board of
Directors in June 1993. Mr. Harris currently serves as Assistant
to the President of Modern Computer Services Inc., a company
providing computer services to the financial community. Mr. Harris
served as Executive Vice President of Bank Windsor, Minneapolis,
Minnesota from July 1992 until his retirement in 1994. For more
than five years prior to July 1992, Mr. Harris served as Senior
Vice President of Firstar Corporation of Minnesota and as President
of Shelard National Bank prior to its acquisition by Firstar. His
current term as director extends one year or until replaced.
Edward F. Fox. Mr. Fox became a member of the Board of
Directors in June 1995. Mr. Fox has been a member of the law firm
Doherty, Rumble & Butler P.A. of Minneapolis, Minnesota and one of
its predecessor firms since 1979. Doherty, Rumble & Butler has
represented the Company on various legal matters since 1988. His
current term as director extends one year or until replaced.
Based solely upon the review of Forms 3, 4, and 5 and
amendments thereto furnished to the Company during and with respect
to fiscal year 1995, the Company believes that all reports required
by section 16(a) of the Securities and Exchange Act of 1934 as
amended were filed on a timely basis.
Executive Compensation
Summary Compensation Table
The following table shows information regarding compensation
paid during each of the Company's last three fiscal years to the
Company's Chief Executive Officer and each of the Company's other
executive officers whose total cash compensation exceeded $100,000
in fiscal year 1995.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Annual Compensation Compensation
Fiscal Other Annual Securities
Name and Principal Position Year Salary Compensation(1) Underlying Options
<S> <C> <C> <C> <S>
John J. Fleischhacker 1995 $ 918,750 $ - -
Chief Executive Officer 1994 800,000 124,686 -
1993 952,500 - -
Daniel J. Starks 1995 595,000 55,700 -
President 1994 535,000 55,700 -
1993 475,000 237,000 -
John C. Heinmiller(2) 1995 145,000 16,400 160,000
Vice President - Finance
and Administration
(1) Amounts shown as Other Annual Compensation include the
following; Mr. Fleischhacker, loan forgiveness amount of
$119,186 in 1994; Mr. Starks loan forgiveness amounts of
$48,000 in 1995 and 1994 and $200,000 reimbursed for the
payment of taxes in 1993; and Mr. Heinmiller, imputed
interest on interest-free loans of $16,400 in 1995.
(2) Mr. Heinmiller joined the Company on March 1, 1995.
</TABLE>
Stock Option Grants in Last Fiscal Year
The following table contains information concerning the grant
of stock options made during fiscal year 1995 to the named executive
officers:
<TABLE>
<CAPTION>
% of Total
Number Options Potential Realizable Value
of Granted at Assumed Annual Rates
Securities to Exercise of Stock Price
Underlying Employees or Base Appreciation for Option
Options in Last Price Per Expiration Term (2)
Name Granted Fiscal Year Share(1) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
John C. Heinmiller 160,000(3) 100% $13.75 March 1, 2001 $748,800 $1,697,600
____________
(1) Based upon the highest reported sale price of the Company's Common Stock
on February 28, 1995, the date preceding the date of grant.
(2) Gains are reported net of the option exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates
of appreciation only. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock, overall stock
market conditions, as well as the option holder's continued employment
through the vesting period. The amounts reflected in this table may not
necessarily be achieved.
(3) Option becomes exercisable in five equal annual installments beginning with
the date of grant (March 1, 1995), with full vesting occurring on the
fourth anniversary of the date of grant (March 1, 1999).
</TABLE>
Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth information with respect to the
named executive officers concerning the exercise of stock options
during the last fiscal year:
<TABLE>
Shares Number of Securities Value
of Unexercised
Acquired Underlying Unexercised in-the-
Money Options at
on Value Options at Fiscal Year-End
Fiscal Year-End (1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <S> <C>
John C. Heinmiller 32,000 $0(2) - 128,000 - $1,344,000
____________
</END TABLE>
(1) The closing price for the Company's Common Stock on September 29, 1995
was $24.25. Value is calculated on the basis of the difference between
the option exercise price and $24.25 multiplied by the number of shares
of Common Stock underlying the options.
(2) Mr. Heinmiller joined the Company as its Vice President - Finance and
Administration on March 1, 1995 and was granted a non-qualified option to
purchase 160,000 shares of the Company's Common Stock, of which 32,000
shares were exercisable on March 1, 1995. Mr. Heinmiller exercised his
option for these 32,000 shares the same day. The Company provided Mr.
Heinmiller with a $440,000 interest-free recourse demand loan
(collateralized by the shares acquired) to cover the exercise price.
Since the exercise price per share under the option and the market price
per share of Company Common Stock on the day of exercise were the same,
Mr. Heinmiller did not recognize any value upon exercise.
Employment Arrangements
The terms of a letter from the Company to Mr. Heinmiller set certain
of the provisions of his employment and compensation. Among other
things, the terms of this letter set Mr. Heinmiller's base annual
salary and provide that in the event that the Company is acquired
within the first twelve months of Mr. Heinmiller's employment, Mr.
Heinmiller will receive an additional payment equal to his base
annual salary.
Certain Transactions
During fiscal year 1995 the Company had outstanding interest-free
loans to Daniel J. Starks and John C. Heinmiller, both of whom are
directors and executive officers of the Company. The largest
aggregate amount of Mr. Starks' indebtedness outstanding during
fiscal year 1995 was $138,069; the amount outstanding as of January
26, 1996, was $78,069. The largest aggregate amount of Mr.
Heinmiller's indebtedness outstanding during fiscal year 1995 and
the amount outstanding as of January 26, 1996 was $440,000.
The Company buys certain of its raw materials from a company that
is controlled by Mr. Fleischhacker's family and sells certain of its
finished goods to the same company. During fiscal year 1995 the
Company purchased $2,059,246 from this company and had sales of
$695,743 to this company.
Board Compensation Committee Report
Compensation Policies for Executive Officers
The compensation committee's general policy with respect to
executive compensation is to take into account any and all factors
it can identify that bear on the Company's ability to attract,
retain and motivate both the individuals and the performance that
will help maximize shareholder value in the long term. The
application of this policy necessarily is highly qualitative and
combines variable subjective and objective factors. The range of
variable factors that the committee deems relevant under its general
policy includes (1) whether the proposed executive officer is being
recruited to join the Company from existing employment, (2) the
individual's compensation history together with compensation
negotiations, (3) individual and corporate record of
accomplishments, creativity and productivity, (4) team and
leadership dynamics, (5) competitive circumstances and
opportunities, (6) knowledge of and experience in the specific
technology, products, and markets of the Company, (7) knowledge of,
continuity, and relationships with all customer, regulatory, and
other influential third party groups, (8) difficulty, timing and
overall cost of replacement, (9) sales growth, (10) profitability,
(11) return on equity, (12) individual and management group
ownership positions in the Company, (13) corporate tax and financing
considerations, (14) matters discussed below, and (15) any other
appropriate subjective or objective factors that fit the
circumstances and define the best interests of the Company as a
whole. Due to the diversity and nature of this entire range of
considerations, the combination and weighing of these broad
categories of factors is not done according to any set formula and
instead depends on the experience and subjective judgment of the
members of the compensation committee.
The Company has developed a management culture that especially
values flexibility, innovation, and long term strategic focus. The
Company defined a strategic plan in the mid 1980s that continues to
drive the Company's efforts today. Although the details of the
strategic plan are confidential and considered trade secrets for
competitive reasons, the Company's execution of its program has
included significant long term investment and a willingness to
sacrifice short term results for future competitive position. This
strategic plan has recently resulted in a strong increase in
shareholder value and short term operating results. The
compensation committee takes these considerations and incremental
execution of the strategic plan into account in a qualitative way
in formulating executive officer compensation.
The compensation committee further takes into account the small size
of the Company's group of executive officers and the resulting
disproportionate contributions these individuals have made to the
Company's success when the committee sets executive compensation.
During the first five months of fiscal year 1995 and virtually all
of the five year period covered by the performance graph found
elsewhere in this proxy statement, the Company had only two
executive officers, both of whom performed numerous senior
management and other functions beyond the scope suggested by their
titles. It would be inappropriate and misleading to make
intercompany comparisons of executive officer compensation without
considering these circumstances. For purposes of comparing Daig
executive officer compensation with that of individuals in other
companies, it therefore often may be more meaningful to compare
overall levels of operating expenses as a percent of sales, subject
to adjustment for all other appropriate differences, to put relative
compensation, productivity, and overall performance into context.
The compensation committee notes that the executive officers of the
Company have major shareholder positions in the corporation. The
committee believes that this factor helps align the interests of the
executive officers with the interests of all other shareholders to
maximize shareholder value over the long term. This is another
factor that bears on the committee's decisions regarding executive
compensation.
CEO Compensation For Fiscal Year 1995
The compensation of the Chief Executive Officer for fiscal year 1995
was determined by taking into account all of the policy
considerations and factors set forth in the compensation committee's
report on compensation policies for executive officers including but
not limited to (1) the outstanding operating results and performance
of the Company under the leadership of Mr. Fleischhacker as
reflected in Daig Corporation's financial statements and in the
comparison of five year cumulative total return to shareholders in
Daig Corporation's current proxy statement (2) subjective
considerations, (3) factors involving confidential business
information, (4) direct and indirect consultation with the Chief
Executive Officer, and (5) the other considerations indicated in
this Committee's report.
Other Executive Compensation For Fiscal Year 1995
At a meeting held prior to the time at which John C. Heinmiller
joined the Company as an executive officer, the entire Board of
Directors (with Mr. Heinmiller abstaining) reviewed and ratified the
proposed terms of Mr. Heinmiller's employment, including his
compensation.
Respectfully submitted,
Edward F. Fox Dale L. Harris John C. Heinmiller
Compensation Committee Interlocks and Insider Participation
The compensation committee consists of Edward F. Fox, Dale L. Harris
and John C. Heinmiller. Mr. Fox and Mr. Harris are outside members
of the board of directors and of its compensation committee. Mr.
Heinmiller was an officer and employee of the Company during fiscal
year 1995.
Stock Performance Graph
The following graph compares the yearly percentage change in
the cumulative total shareholder return on the Company's common
stock during the five years ended September 30, 1995 with the
cumulative total return on the NASDAQ Stock Market Index (U.S.
Companies) and the Index of NASDAQ Medical Products (SIC Code 384).
The comparison assumes $100 was invested on September 30, 1990 in
the common stock of the Company and in each of the other indices and
assumes reinvestment of all dividends.
</TABLE>
<TABLE>
<CAPTION>
TABLE OF PERFORMANCE GRAPH DATA
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
INDEXED TO SEPTEMBER 30, 1990
9/30/90 9/30/91 9/30/92 9/30/93 9/30/94 9/30/95
<S> <C> <C> <C> <C> <C> <C>
DAIG CORPORATION 100 89 249 768 1,277 4,199
NASDAQ U.S. COMPANIES 100 157 176 231 233 321
NASDAQ MEDICAL PRODUCTS-384 100 187 166 153 160 242
</TABLE>
INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Grant Thornton
LLP to serve as independent auditors for the Company for the fiscal
year ending September 30, 1996. The Company expects that a
representative of Grant Thornton LLP will be present at the Meeting,
will have an opportunity to make a statement and will be available to
respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1997 REGULAR MEETING
The 1997 Regular Meeting is expected to be held in February 1997.
Unless the date of the 1997 Regular Meeting is changed, a shareholder
proposal must be received by the Secretary of the Company no later
than the close of business on November 11, 1996, in order to be
included in the Company's Proxy Statement for the 1997 Regular Meeting
of Shareholders.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other
business to be presented at the Meeting. If any other matters are
properly brought before the Meeting, however, it is the intention of
the persons named in the accompanying proxy to vote such proxy in
accordance with their best judgment.
By Order of the Board of Directors
John J. Fleischhacker
Chief Executive Officer and
Chairman of the Board
Dated: January 29, 1996
Minnetonka, Minnesota
DAIG CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE REGULAR MEETING OF
SHAREHOLDERS TO BE HELD ON April 12, 1996.
The undersigned hereby appoints Mr. John J. Fleischhacker and Mr.
Daniel J. Starks or either of them acting in the absence of the other,
attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of the Common Stock of Daig
Corporation, a Minnesota corporation (the "Company"), held or owned by
the undersigned or standing in the name of the undersigned at the
Regular Meeting of Shareholders of the Company to be held at the
Ramada Plaza Hotel, located at 12201 Ridgedale Drive, Minnetonka,
Minnesota 55345, at 9:30 a.m., Minnesota time, on April 12, 1996, and
any adjournment thereof, and the undersigned hereby instructs said
attorneys to vote as follows:
1. Election of Directors:
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked To vote for the
to the contrary below) ABSTAIN nominees indicated below
______ ______ ______
NOTE: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
John J. Fleischhacker
Daniel J. Starks
John C. Heinmiller
Dennis A. Stowers
Edward F. Fox
Dale L. Harris
2. In their discretion, upon any other business which may properly
come before the meeting or any adjournment thereof.
Date_____________________________ _______________________________
Number of Shares ____________ __________________________________
(Please sign exactly as shown on envelope
addressed to you.)
THE PROXIES WILL BE VOTED AS INSTRUCTED.
IN THE ABSENCE OF SUCH INSTRUCTIONS, THIS PROXY WILL BE VOTED "FOR"
MATTER (1) ABOVE, AND THE PROXIES HEREIN NAMED WILL VOTE ON OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF IN ACCORDANCE WITH THEIR JUDGMENT.
