<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
ROBERT HALF INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ROBERT HALF INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 Rules 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:
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
TO BE HELD
THURSDAY, MAY 11, 1995
9:00 A.M.
To the Stockholders:
The annual meeting of stockholders of ROBERT HALF INTERNATIONAL INC. (the
"Company") will be held at 9:00 a.m. on Thursday, May 11, 1995 at The Westin
Hotel--San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California,
94030. The meeting will be held for the following purposes:
1. To elect two directors.
2. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
Only stockholders of record at the close of business on March 20, 1995 are
entitled to notice of, and to vote at, the meeting and any adjournment of the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL, SECRETARY
Menlo Park, California
March 27, 1995
--IMPORTANT--
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE. IF
YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
ROBERT HALF INTERNATIONAL INC.
-------------------
PROXY STATEMENT
-------------------
INTRODUCTION
The enclosed proxy is solicited on behalf of the present Board of Directors
(sometimes referred to as the "Board") of Robert Half International Inc., a
Delaware corporation (the "Company"), the principal executive offices of which
are located at 2884 Sand Hill Road, Menlo Park, California 94025. The
approximate date on which this proxy statement and the enclosed proxy are being
mailed to the Company's stockholders is March 27, 1995. The proxy is solicited
for use at the annual meeting of stockholders (the "Meeting") to be held at 9:00
a.m. on Thursday, May 11, 1995, at The Westin Hotel--San Francisco Airport, 1
Old Bayshore Highway, Millbrae, California, 94030. Only stockholders of record
on March 20, 1995 will be entitled to notice of, and to vote at, the Meeting and
any adjournment of the Meeting. Each share is entitled to one vote. At the close
of business on March 20, 1995 the Company had outstanding and entitled to vote
28,342,989 shares of its common stock, $.001 par value ("Common Stock").
A stockholder giving a proxy in the form accompanying this proxy statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered prior to the Meeting to the Secretary
of the Company, by a duly executed proxy bearing a date later than the date of
the proxy being revoked, or at the Meeting if the stockholder is present and
elects to vote in person. Solicitation of proxies may be made by directors,
officers or employees of the Company by telephone or personal interview as well
as by mail. Costs of solicitation will be borne by the Company.
An automated system administered by the Company's transfer agent will
tabulate votes cast at the Meeting. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting, and
each is tabulated separately. Abstentions are counted in tabulations of the
votes cast on proposals presented to stockholders or with respect to election of
directors, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved or a nominee has been elected.
In August 1994, the Company effected a two-for-one stock split in the form
of a stock dividend. All share and price per share amounts in this Proxy
Statement have been restated, as appropriate, to reflect the stock split.
NOMINATION AND ELECTION OF DIRECTORS
NOMINEES OF THE PRESENT BOARD OF DIRECTORS
The By-Laws of the Company provide for a Board of Directors consisting of
not less than six nor more than eleven directors. The size of the Board of
Directors is presently set at eight and there are no vacancies.
The Board of Directors is divided into three classes serving staggered three
year terms. Currently, there are three directors in Class I, whose terms expire
in 1997, three directors in Class II, whose terms expire in 1996, and two
directors in Class III, whose terms expire at the 1995 Annual Meeting. Each
Director holds office until the annual meeting in the year in which his term
expires and until his successor is elected and qualified.
The current members of Class III, whose terms expire at the Annual Meeting,
are Edward W. Gibbons and Todd Goodwin. Mr. Gibbons is a nominee for election at
the Annual Meeting. Mr. Goodwin is not seeking re-election to the Board of
Directors at the Annual Meeting. The Board of Directors, acting pursuant to the
authority conferred upon it by the Company's By-laws, has determined not to
nominate a new director but instead to reduce the size of the Board from eight
members
1
<PAGE>
to seven members. Without adjustment in the membership of the Classes, this
would have left three directors in Class I, three directors in Class II and one
director in Class III. In order to keep the size of the Classes as nearly equal
as possible, the Board of Directors has nominated Harold M. Messmer, Jr., a
member of Class I, for election to Class III. Effective upon his election as a
member of Class III, Mr. Messmer would cease to be a member of Class I.
Therefore, effective as of the conclusion of elections at the annual meeting
there will be two members of Class I, three members of Class II and two members
of Class III.
Proxies cannot be voted for more than two persons. Directors are elected by
a plurality of the votes of the shares present in person or represented by proxy
at the Meeting. Proxies solicited by the Board will be voted "FOR" the election
of Messrs. Gibbons and Messmer unless stockholders specify in their proxies to
the contrary. Although the Board does not expect any nominee to become
unavailable to serve as a director for any reason, should that occur before the
Meeting, proxies will be voted for the balance of those named and such
substitute nominee as may be selected by the Board.
The following table lists the name of each current member of the Board of
Directors, his age at March 31, 1995, the Class of which he is a member and the
period during which he has served as a director.
<TABLE>
<CAPTION>
CURRENT DIRECTOR
NAME AGE CLASS SINCE
- ----------------------------------------------------------------------------- ---- ------- -------------------
<S> <C> <C> <C>
Andrew S. Berwick, Jr. ...................................................... 61 I October 1981
Frederick P. Furth........................................................... 60 I July 1983
Edward W. Gibbons............................................................ 59 III November 1988
Todd Goodwin................................................................. 63 III* May 1989
Harold M. Messmer, Jr. ...................................................... 49 I* January 1982
Frederick A. Richman......................................................... 49 II March 1994
Thomas J. Ryan............................................................... 70 II February 1987
J. Stephen Schaub............................................................ 54 II March 1989
<FN>
- ------------------------
* As stated above, Mr. Goodwin will retire from the Board of Directors at the
Annual Meeting and Mr. Messmer has been nominated for election to Class III,
following which election he would cease to be a member of Class I.
</TABLE>
Mr. Berwick has been President of Berwick-Pacific Corporation, a real estate
development company based in Burlingame, California, for more than the past five
years. Until March 1984, for more than five years he was President of Berwick
Extract Company. He is Chairman Emeritus of California Healthcare System.
Mr. Furth has been senior partner of the San Francisco law firm of Furth,
Fahrner & Mason for more than the past five years. He is the Proprietor and
Chairman of the Board of Chalk Hill Winery and Chairman of the Board of the
Furth Family Foundation.
Mr. Gibbons has been a partner in Gibbons, Goodwin, van Amerongen, a private
merchant banking firm, since its founding in 1969. Mr. Gibbons is also currently
a director of Foodmaker, Inc., Horace Mann Educators Corporation and Bath Iron
Works Corp.
Mr. Goodwin has been a partner of Gibbons, Goodwin, van Amerongen since May
1984.
Mr. Messmer has been Chairman of the Board since November 1988, Chief
Executive Officer since May 1987 and President since October 1985. Mr. Messmer
is a director of Airborne Freight Corporation, Health Care Property Investors,
Inc., Pacific Enterprises and Spieker Properties, Inc.
Mr. Richman is a senior tax partner of the law firm of O'Melveny & Myers, of
which he has been a member since 1978.
Mr. Ryan has been Chairman of the Board of Directors and Chief Executive
Officer of ISU International, a San Francisco-based franchisor of independent
insurance agents, since 1979.
2
<PAGE>
Mr. Schaub has been President and owner of J.S. Schaub & Co., Inc., a
Spokane, Washington firm engaged in investments and financial consulting, for
more than the past five years. Since 1984, he has also been Chief Financial
Officer, part owner and a director of Northwest Energy Services, Inc., a
privately owned Spokane, Washington, engineering firm specializing in energy
audits, installation and financing of energy conservation measures.
THE BOARD AND COMMITTEES
The Board of Directors has standing Audit, Compensation and Executive
Committees. The Board currently has no standing nominating committee.
The Audit Committee, currently composed of Messrs. Berwick, Richman and
Schaub, met once during 1994. The function of the Audit Committee is to
recommend to the full Board of Directors the firm to be retained by the Company
as its independent auditors, to consult with the auditors with regard to the
plan of audit, the results of the audit and the audit report, and to confer with
the auditors with regard to the adequacy of internal accounting controls.
The Compensation Committee, composed of Messrs. Furth, Berwick and Ryan, met
five times during 1994. The function of the Compensation Committee is to
recommend to the full Board of Directors compensation arrangements for the
Company's senior officers and the adoption of any compensation plans in which
officers and directors are eligible to participate. The Compensation Committee
also administers certain of the Company's employee benefit plans.
The Executive Committee, composed of Messrs. Messmer, Furth and Gibbons, did
not meet during 1994. The Executive Committee has all of the powers of the Board
of Directors, with certain specific exceptions required by Delaware law.
The Board met five times during 1994 and acted once by unanimous written
consent. Each of the directors attended at least 75% of the aggregate number of
meetings of the Board and of the committees of the Board on which he served that
were held while he was a member thereof.
EXECUTIVE OFFICERS
The following table lists the name of each executive officer of the Company,
his or her age at March 31, 1995, and his or her current positions and offices
with the Company:
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ----------------------------------- --- --------------------------------------------------
<S> <C> <C>
Harold M. Messmer, Jr. ............ 49 Chairman of the Board, President and Chief
Executive Officer
M. Keith Waddell................... 37 Senior Vice President, Chief Financial Officer and
Treasurer
Robert W. Glass.................... 36 Senior Vice President, Corporate Development
Steven Karel....................... 45 Vice President, Secretary and General Counsel
Kirk E. Lundburg................... 35 Vice President, Administration
Barbara J. Forsberg................ 34 Vice President and Controller
</TABLE>
Mr. Waddell has been Senior Vice President of the Company since May 1993,
Chief Financial Officer of the Company since February 1988 and Treasurer since
1987. From October 1986 when he joined the Company until May 1993, he served as
Vice President.
Mr. Glass has been Senior Vice President, Corporate Development, since May
1993. He served as Vice President, Corporate Development from February 1988
until May 1993. From 1987 until February 1988, he served as Vice President,
Planning of the Company. From January 1986 until May 1987, Mr. Glass was
employed as an investment analyst by the Company.
Mr. Karel has been Vice President and General Counsel of the Company since
September 1989 and Secretary since May 1993.
Mr. Lundburg has been Vice President, Administration of the Company since
July 1993. For more than five years prior to joining the Company he was an
associate with the law firm of Latham & Watkins.
3
<PAGE>
Ms. Forsberg has been Vice President of the Company since May 1993 and
Controller since May 1990. For more than five years prior to joining the Company
she worked in the audit division of Arthur Andersen & Co.
The executive officers of the Company are also officers of the Company's
wholly owned subsidiaries.
All of the executive officers serve at the pleasure of the Board of
Directors. Mr. Messmer has an employment agreement with the Company to serve as
Chairman, President and Chief Executive Officer. In addition, severance
agreements have been entered into with certain executive officers. See the
discussion under "Compensation of Executive Officers" below.
There are no family relationships between any of the directors or executive
officers.
BENEFICIAL STOCK OWNERSHIP
The following table sets forth information as of February 28, 1995
concerning beneficial ownership of Common Stock by (i) the only persons known to
the Company to be beneficial owners of 5% or more of the outstanding Common
Stock, (ii) each director, (iii) the five executive officers of the Company who
had the highest combination of salary and bonus during 1994, and (iv) all
executive officers and directors as a group. Included in share ownership are
shares that may be acquired upon the exercise of options that are currently
exercisable or become exercisable on or before May 31, 1995 ("Exercisable
Options").
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OF
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(A) STOCK
- -------------------------------------------------- --------------- --------
<S> <C> <C>
FMR Corp. ........................................ 4,111,700(b) 14.5%
82 Devonshire Street
Boston, MA 02109
Putnam Investments, Inc. ......................... 3,056,699(c) 10.8%
One Post Office Square
Boston, MA 02109
Andrew S. Berwick, Jr. ........................... 92,000(d) 0.3%
Frederick P. Furth................................ 931,100(e) 3.3%
Edward W. Gibbons................................. 261,945(f) 0.9%
Todd Goodwin...................................... 41,856(f) 0.1%
Harold M. Messmer, Jr............................. 531,980(g) 1.9%
Frederick A. Richman.............................. 5,500(h) 0.02%
Thomas J. Ryan.................................... 77,106(d) 0.3%
J. Stephen Schaub................................. 978,098(i) 3.5%
M. Keith Waddell.................................. 213,828(j) 0.8%
Robert W. Glass................................... 137,872(k) 0.5%
Steven Karel...................................... 46,423(l) 0.2%
Kirk E. Lundburg.................................. 12,197(m) 0.04%
All executive officers and directors as a group
(13 persons).................................... 3,354,774(n) 11.6%
<FN>
- ------------------------
(a) Named persons have sole voting and investment power, except as otherwise
indicated.
(b) Information is as of February 13, 1995, the latest date for which
information is available to the Company. According to a Schedule 13G filed
by FMR Corp., these shares are held indirectly by FMR Corp. and Edward C.
Johnson 3d (Chairman and a significant stockholder of FMR Corp.) and
directly by various entities controlled by FMR Corp., including Fidelity
Management &
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
Research Company, Fidelity Magellan Fund, Fidelity International Limited
and Fidelity Manage-
ment Trust Company, all of which own such shares in their capacities as
investment advisers, investment companies or investment managers. According
to the Schedule 13G, sole dispositive power is held with respect to all of
such shares and sole voting power is held with respect to 100,400 of such
shares.
(c) Information is as of January 23, 1995, the latest date for which
information is available to the Company. According to a Schedule 13G filed
by Putnam Investments, Inc. these shares are held indirectly by Putnam
Investments, Inc. and its parent, Marsh & McLennan Companies, Inc. and
directly by various entities controlled by Putnam Investments, Inc.,
including Putnam Investment Management, Inc. and The Putnam Advisory
Company, Inc., all of which own such shares in their capacities as
investment advisers. According to the Schedule 13G, shared dispositive
power is held with respect to all of such shares and shared voting power is
held with respect to 512,990 of such shares.
(d) Includes 44,000 shares that may be acquired upon the exercise of
Exercisable Options.
(e) Includes 50,800 shares owned by the Furth Foundation, a charitable
foundation of which Mr. Furth is a director, as to which shares Mr. Furth
has shared voting and dispositive powers, and 44,000 shares that may be
acquired upon the exercise of Exercisable Options. Also includes 1,500
shares owned by Mr. Furth's wife, as to which shares he has sole voting and
dispositive power.
(f) Includes 24,000 shares that may be acquired upon the exercise of
Exercisable Options.
(g) Includes 257,336 shares that may be acquired upon the exercise of
Exercisable Options, 255,405 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Messmer has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans, 14,971
shares as to which Mr. Messmer shares voting and dispositive power with his
wife and 3,000 shares held by Mr. Messmer as custodian for his children, as
to which shares Mr. Messmer has voting and dispositive power but disclaims
beneficial ownership.
(h) Includes 2,500 shares that may be acquired upon the exercise of Exercisable
Options.
(i) Includes 4,000 shares that may be acquired upon the exercise of Exercisable
Options, 8,058 shares owned by Mr. Schaub's children as to which shares Mr.
Schaub disclaims beneficial ownership, 24,454 shares owned by the John
Jerome Schaub Trust, of which trust Mr. Schaub is co-trustee and
co-beneficiary, and 11,000 shares held by the Schaub Foundation, as to
which shares Mr. Schaub shares voting and dispositive power but in which he
has no pecuniary interest. Also includes 458,214 shares as to which Mr.
Schaub has voting power and a right of first refusal but in which he has no
pecuniary interest. Does not include, and Mr. Schaub disclaims beneficial
ownership as to, 814 shares owned by investment clients of Mr. Schaub, as
to which shares Mr. Schaub shares dispositive power.
(j) Includes 93,953 shares that may be acquired upon the exercise of
Exercisable Options and 104,474 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Waddell has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans and 15,401
shares as to which Mr. Waddell shares voting and dispositive power with his
wife.
(k) Includes 88,560 shares that may be acquired upon the exercise of
Exercisable Options, 41,618 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Glass has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans, and 7,114
shares as to which Mr. Glass shares voting and dispositive power with his
wife.
(l) Includes 24,317 shares that may be acquired upon the exercise of
Exercisable Options and 18,452 shares acquired pursuant to Company benefit
plans, as to which shares Mr. Karel has sole voting power but as to which
disposition is restricted pursuant to the terms of such plans.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(m) Includes 3,320 shares that may be acquired upon the exercise of Exercisable
Options and 8,877 shares acquired pursuant to Company benefit plans, as to
which shares Mr. Lundburg has sole voting power but as to which disposition
is restricted pursuant to the terms of such plans.
(n) In addition to the shares held by directors and executive officers
described in the table, as to which information is contained in the other
notes to this table, includes an aggregate of 24,869 shares held by one
other executive officer of the Company, including 14,679 shares that may be
acquired upon the exercise of Exercisable Options and 9,476 shares that
were acquired pursuant to Company benefit plans, as to which shares the
officer has sole voting power but as to which disposition is restricted
pursuant to the terms of such plans.
</TABLE>
COMPENSATION OF DIRECTORS
Each director receives an annual fee of $20,000 for services as a director,
$1,000 for each board meeting attended, and an annual fee of $3,000 for each
committee on which he serves as a member. All directors receive reimbursement
for travel and other expenses directly related to activities as directors.
The Outside Directors' Option Plan, which was adopted in 1989 on the
recommendation of Towers, Perrin, and approved by the Company's stockholders in
1990, provides for the automatic granting of options to non-employee directors
(currently all directors other than Mr. Messmer) of the Company on the day of
each Annual Meeting of Stockholders. On such day, each non-employee director
will receive an option for the purchase of 4,000 shares. However, if such
individual has not previously been granted an option by the Company, the grant
will be for the purchase of 10,000 shares, rather than 4,000 shares. The
exercise price for all options is 100% of the fair market value on the date of
grant. Payment for option exercises may be by cash, by delivery of shares of the
Company's Common Stock that have been owned for at least six months or by
delivery of a full-recourse interest-bearing promissory note secured by the
acquired shares. All options are for a term of ten years and will vest at the
rate of 25% per year for each of the first four years. However, all options vest
automatically and immediately upon the occurrence of a Change in Control (as
defined in the plan). No option may be exercised until at least six months after
its grant date. Unvested options terminate on the day that an individual ceases
to be a director. Vested options may be exercised for a limited period following
termination. Options for a total of 200,000 shares are authorized for grant
under the Outside Directors' Option Plan. Each of the directors (other than Mr.
Messmer, who is not eligible to receive options under the plan) was, pursuant to
the terms of the Outside Directors' Option Plan, granted an option on May 12,
1994 (the date of the 1994 Annual Meeting of Stockholders) at an exercise price
of $17.75 per share, the fair market value on the date of grant. Each of such
grants was for an option to purchase 4,000 shares, except for the grant to Mr.
Richman, which was for an option to purchase 10,000 shares.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following tables provide information as to compensation for services of
the five executive officers of the Company who had the highest combination of
salary and bonus with respect to 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-----------------------------------------------------
ANNUAL SECURITIES
COMPENSATION RESTRICTED UNDERLYING
NAME AND ---------------------- STOCK STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (A) AWARDS OPTIONS COMPENSATION (C)
- ---------------------------- --------- ---------- ---------- --------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Harold M. Messmer, Jr....... 1994 $ 364,900 $ 523,056 $ 2,453,061(b) 186,135 shares $ 114,501
Chairman and Chief 1993 $ 354,917 $ 398,571 $ 309,458 115,802 shares $ 94,331
Executive Officer 1992 $ 345,000 $ 266,390 $ 286,197 63,950 shares $ 36,295
M. Keith Waddell............ 1994 $ 190,000 $ 267,271 $ 912,032(b) 85,652 shares $ 53,250
Senior Vice President 1993 $ 179,583 $ 176,833 $ 155,407 66,270 shares $ 39,931
1992 $ 165,000 $ 118,501 $ 160,169 19,060 shares $ 13,776
Robert W. Glass............. 1994 $ 140,000 $ 128,690 $ 359,588(b) 25,853 shares $ 31,493
Senior Vice President 1993 $ 129,583 $ 97,916 $ 73,993 33,030 shares $ 25,324
1992 $ 115,000 $ 65,607 $ 65,378 8,600 shares $ 8,715
Steven Karel................ 1994 $ 122,000 $ 42,256 $ 108,045(b) 11,115 shares $ 18,901
Vice President 1993 $ 120,333 $ 32,151 $ 29,605 15,622 shares $ 16,377
1992 $ 118,000 $ 21,496 $ 40,205 5,722 shares $ 6,133
Kirk E. Lundburg (d)........ 1994 $ 120,000 $ 26,174 $ 51,160(b) 5,952 shares $ 14,500
Vice President
<FN>
- --------------------------
(a) Includes, in addition to bonuses paid in cash, the fair market value, on
the date of grant, of stock granted in lieu of cash bonus.
(b) In May 1994, the Compensation Committee made special grants of restricted
stock to Messrs. Messmer, Waddell, Glass, Karel and Lundburg of 100,000,
40,680, 16,140, 3,522 and 1,000 shares respectively, having market values
on the grant date of $1,750,000, $711,900, $282,450, $61,635 and $17,500,
respectively. Discussion regarding these grants appears under the caption
"Board Compensation Committee Report on Executive Compensation." These
grants vest at various times between December 31, 1996 and January 1, 1999.
The remainder of the amounts reported reflects the January 1994 grants of
restricted stock in connection with the annual year-end review of
compensation. These grants were of 55,142, 15,248, 6,050, 3,640 and 2,640
shares to Messrs. Messmer, Waddell, Glass, Karel and Lundburg,
respectively, and had market values on the grant date of $703,061,
$200,132, $77,138, $46,410 and $33,660, respectively. These grants vest at
the rate of 25% per year in each of the first four years following grant.
At December 31, 1994, Messrs. Messmer, Waddell, Glass, Karel and Lundburg
held an aggregate of 255,405, 104,474, 41,618, 18,452 and 7,980 shares of
restricted stock, respectively, having a market value on that date of
$6,129,720, $2,507,376, $998,832, $442,848 and $191,520, respectively. All
restricted stock awards vest automatically upon the occurrence of a Change
in Control. The executive officers have the right to receive any dividends
paid on restricted shares.
(c) The amounts in this column relating to 1994 consist of (a) $12,627, $1,400
and $675 paid for life insurance for Messrs. Messmer, Waddell and Glass,
respectively, and (b) $101,874, $51,850, $30,818, $18,901 and $14,500
allocated in the Company's records for the benefit of Messrs. Messmer,
Waddell, Glass, Karel and Lundburg, respectively, pursuant to the Company's
Deferred Compensation Plan. The Company's Deferred Compensation Plan is a
defined contribution plan which pays the benefits allocated thereunder only
upon the executive officer's retirement, death or termination of
employment.
(d) Mr. Lundburg was first elected an executive officer in 1994.
</TABLE>
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO GRANT
UNDERLYING EMPLOYEES EXERCISE DATE
OPTIONS IN FISCAL OR BASE EXPIRATION PRESENT
NAME GRANTED(A) YEAR PRICE DATE VALUE(B)
- --------------------------------------------- ----------- ----------- --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Harold M. Messmer, Jr........................ 100,000(c) 12.5% $ 17.50 5/17/04 $ 892,375(d)
79,062(e) 9.8% $ 24.00 12/30/04 $ 1,051,995(f)
7,073(g) 0.9% $ 24.00 12/30/04 $ 94,113(f)
M. Keith Waddell............................. 5,082(h) 0.6% $ 15.00 2/17/04 $ 36,622
40,680(i) 5.1% $ 17.50 5/17/04 $ 363,018(d)
36,289(e) 4.5% $ 24.00 12/30/04 $ 482,860(f)
3,601(g) 0.4% $ 24.00 12/30/04 $ 47,915(f)
Robert W. Glass.............................. 16,140(i) 2.0% $ 17.50 5/17/04 $ 144,029(d)
7,572(e) 0.9% $ 24.00 12/30/04 $ 100,753(f)
2,141(g) 0.3% $ 24.00 12/30/04 $ 28,488(f)
Steven Karel................................. 3,522(i) 0.4% $ 17.50 5/17/04 $ 31,429(d)
6,283(e) 0.8% $ 24.00 12/30/04 $ 83,601(f)
1,310(g) 0.2% $ 24.00 12/30/04 $ 17,431(f)
Kirk E. Lundburg............................. 1,000(i) 0.1% $ 17.50 5/17/04 $ 8,924(d)
3,786(e) 0.5% $ 24.00 12/30/04 $ 50,376(f)
1,166(g) 0.1% $ 24.00 12/30/04 $ 15,515(f)
<FN>
- ------------------------
(a) All grants entitle the holder to satisfy tax withholding obligations
resulting from exercise by reduction in the number of shares otherwise
deliverable. In addition to the specified vesting schedule, (i) the options
granted to Messrs. Messmer, Waddell, Glass and Karel may vest upon
termination of employment under certain circumstances pursuant to their
respective severance agreements described below, (ii) all grants vest
automatically upon death, disability or the occurrence of a change in
control and (iii) all grants are subject to accelerated vesting at the
discretion of the Compensation Committee.
(b) Calculated in accordance with the Binomial Model for estimating the value
of stock options, which estimates the present value of an option based upon
assumptions as to future variables such as interest rate and stock price
volatility. The Binomial calculations assumed an expected volatility of
between 29% and 34%, depending upon the grant date, an interest rate of
between 6% and 7.8%, depending on the grant date, no dividends, and the
indicated expiration date. The actual value, if any, realized on the
exercise of an option will depend on the excess of the fair market value of
the stock over the exercise price on the date the option is exercised, and
may be substantially different from the value estimated by the Binomial
Model.
(c) In May 1994, the Compensation Committee, as discussed under the caption
"Board Compensation Committee Report on Executive Compensation" made
special grants of stock options. This grant vests in four equal annual
installments on each of December 31, 1996, December 31, 1997, December 31,
1998 and January 1, 1999.
(d) In order for the assumed values to be realized, the total market value of
all outstanding shares of the Company's Common Stock would have to increase
by approximately $243,610,000 from its value on the grant date.
(e) Vests in four equal annual installments on each of the first four
anniversaries of the grant date.
(f) In order for the assumed values to be realized, the total market value of
all outstanding shares of the Company's Common Stock would have to increase
by approximately $374,636,000 from its value on the grant date.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
(g) Vests in four equal annual installments on each of December 31, 1995,
December 31, 1996, December 31, 1997 and December 31, 1998.
(h) Vests in four equal installments on each of December 13, 1994, December 13,
1995, December 13, 1996 and December 13, 1997.
(i) In May 1994, the Compensation Committee, as discussed under the caption
"Board Compensation Committee Report on Executive Compensation" made
special grants of stock options. This grant vests as to 50% of the shares
covered thereby on December 31, 1997 and as to 25% of the shares covered
thereby on each of December 31, 1998 and January 1, 1999.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END
ON VALUE -------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------- ------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harold M. Messmer, Jr........ 100,000 $ 1,737,500 197,343 338,968 $ 3,506,762 $ 2,964,272
M. Keith Waddell............. 0 0 71,475 152,209 $ 1,252,725 $ 1,289,461
Robert W. Glass.............. 0 0 78,646 61,190 $ 1,457,642 $ 607,288
Steven Karel................. 0 0 18,059 28,426 $ 319,342 $ 284,000
Kirk E. Lundburg............. 0 0 3,320 15,912 $ 40,890 $ 129,170
</TABLE>
Harold M. Messmer, Jr., Chairman of the Board, President and Chief Executive
Officer, has an employment agreement with the Company terminating December 31,
1998. Under the terms of the employment agreement, Mr. Messmer will receive a
base annual salary of not less than $375,847 and will receive certain other
benefits, including life insurance and tax planning. In the event the employment
of Mr. Messmer is terminated involuntarily other than for cause, or voluntarily
within thirty (30) days following a change in control of the Company, he is
entitled to receive severance compensation. The amount of such severance
compensation shall be, at Mr. Messmer's election, either (i) his base salary, at
the rate in effect on the date of termination, plus an equal amount annually in
lieu of a bonus, through the stated expiration date of his agreement, or (ii)
the present value of such payments. Any severance payments under the agreement
are subject to the limitation that Mr. Messmer will not receive any amount that,
without regard to compensation received in respect of stock options and other
rights granted to such executive officer, would not be deductible by the Company
under applicable provisions of the Internal Revenue Code. If Mr. Messmer's
employment is terminated by reason of death or disability, he or his estate will
receive only 75% of his base salary through the termination date of the
agreement and will not receive any amount in lieu of bonus. The employment
agreement provides for automatic renewal for an additional year on each December
31.
Severance agreements, which were recommended by Towers Perrin, have been
entered into with Messrs. Messmer, Waddell, Glass and Karel. Each severance
agreement provides that the employee will be paid between six and 24 months base
salary (depending upon length of service) if his employment is terminated
without cause, as defined in the agreement. The terminated employee will also
receive a pro rata share of any bonus he would otherwise have received pursuant
to any bonus plan if his employment had not been terminated, such amount to be
paid when bonuses are generally paid pursuant to the plan. (Notwithstanding the
foregoing, no individual shall receive salary and bonus payments under both this
agreement and any other agreement. Instead, only the greater of such benefits
provided by either agreement shall be paid.) On the termination date, any
unvested stock or options would become fully vested, as would any amounts
accrued for the employee's benefit under the Deferred Compensation Plan (a
defined contribution plan that pays benefits only upon retirement, death or
other termination of employment).
The Company had in effect a key executive retirement plan, which was
terminated in 1987. Participants in the plan prior to its termination will
continue to receive benefits thereunder. The only
9
<PAGE>
current employee participating in the plan is Mr. Messmer. Under this plan, if
Mr. Messmer's employment is terminated (whether voluntarily or involuntarily)
for any reason other than certain acts of misconduct set forth in the plan, he
is to receive monthly benefits commencing the month following the later of his
fiftieth birthday or the date of his employment termination. Monthly benefit
payments are a specified percentage, depending upon his age at retirement, (the
"Retirement Percentage") of the sum of $2,500 plus the greater of (a) his
highest monthly base salary (exclusive of bonuses, commissions and other special
payments) in effect within 18 months prior to such termination or (b) the amount
calculated by increasing $28,750 annually on each May 31 (commencing May 31,
1992) on a compound basis by the annual percentage increase in the Consumer
Price Index (but not by more than 10% or less than 4%) through the date of
retirement. The Retirement Percentage (which was established at its current
levels on the recommendation of Towers Perrin) is 30% if Mr. Messmer retires at
age 50, and increases by 3% for each year Mr. Messmer delays his retirement
beyond age 50, to a maximum of 66% if Mr. Messmer retires at or after age 62.
Notwithstanding the foregoing, the Retirement Percentage is 66% if a Change in
Control (as defined in the plan) occurs prior to Mr. Messmer's retirement. Such
monthly benefits will be increased annually thereafter by the increase in the
consumer price index, but not more than 7 1/2%, and are to be paid until his
death. For the first 15 years of his retirement, Mr. Messmer will also receive a
supplemental monthly benefit that varies depending upon his retirement age,
which benefit will be $6,241 per month if he retires at age 50, and increases by
8%, compounded, for each year he delays his retirement beyond age 50 through,
but not beyond, age 62. The plan also provides that if a participating officer
dies before his employment is otherwise terminated or after his employment
terminates but before receiving 180 monthly payments, such payments are to be
made to his designated beneficiary beginning the month following the
participant's death until an aggregate of 180 monthly payments has been made.
Mr. Messmer's current annual base salary is $375,847. In 1988 and 1991, the
Company purchased annuities on Mr. Messmer's behalf that commence payments to
Mr. Messmer when he is 50 years old and had aggregate current actuarial values,
on the date of purchase, equivalent to the then current actuarial value of Mr.
Messmer's anticipated benefits under the retirement plan, assuming retirement at
age 50. The amount of benefits payable under the retirement plan will be offset
by amounts paid under the annuities. Pursuant to Mr. Messmer's employment
agreement, the Company will on his request, but not more than once in any three
year period, purchase additional annuities to cover any then unfunded portions
of the Company's obligations to him pursuant to the retirement plan.
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
AND CERTAIN TRANSACTIONS
The Compensation Committee is composed of Frederick P. Furth, Andrew S.
Berwick, Jr., and Thomas J. Ryan.
ISU Insurance Services of San Francisco has acted as broker and paying agent
for the Company with respect to certain of the Company's insurance policies.
Total payments received by ISU Insurance Services of San Francisco for these
services (net of amounts paid to ISU Insurance Services and remitted to the
insurance carriers) aggregated approximately $253,000 in 1994 and are expected
to aggregate a similar amount in 1995. Mr. Ryan is President of ISU Insurance
Services of San Francisco, the stock of which is owned by members of Mr. Ryan's
family. ISU Insurance Services of San Francisco is a franchisee of ISU
International, a corporation of which Mr. Ryan is Chairman of the Board and
Chief Executive Officer and a majority of whose stock is owned by Mr. Ryan.
As part of a June 1987 restructuring, all of the common stock of BF
Enterprises, Inc. (then a wholly owned subsidiary of the Company) was
distributed as a dividend to the Company's stockholders. In connection with the
restructuring, BF Enterprises assumed the obligation for certain subordinated
debentures issued by a predecessor of the Company, although the Company remains
contingently liable for these debentures. As part of the June 1987 restructuring
and in connection with its assumption of the obligation for such subordinated
debentures, BF Enterprises agreed to pledge to the Company collateral
(consisting of real estate, marketable securities and bank letters of credit) if
the net worth of BF Enterprises falls below certain minimum levels. At December
31, 1994, approximately $3.6 million of these subordinated debentures remained
outstanding. The Company has been advised by BF Enterprises that letters of
credit have been furnished by BF Enterprises to the trustee of the subordinated
debentures with respect to approximately $3.4 million of such amount. Mr. Furth
owns approximately 18% of the outstanding common stock of BF Enterprises. In
addition, Mr. Schaub, who is not a member of the Compensation Committee, owns
approximately 5% of the outstanding common stock of BF Enterprises.
Frederick A. Richman, a nominee for director, is a partner in the law firm
of O'Melveny & Myers, which has performed legal services for the Company from
time to time. Amounts paid by the Company to O'Melveny & Myers have not been
material.
11
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate by reference this Proxy Statement or
future filings with the Securities and Exchange Commission, in whole or in part,
the following report shall not be deemed to be incorporated by reference into
any such filings.
The Compensation Committee, after consultation with and upon the
recommendation of Towers Perrin, developed the philosophy statement set forth
below, which it has followed in every year since 1989, when it was first
adopted:
"Compensation policies and practices, and other related programs, will be
developed and designed in line with the following statement of compensation
philosophy:
The overriding objective of the Company's compensation and benefit program
is to attract, retain and reward talented employees through programs that
also align with and support the Company's goals and strategies.
A competitive compensation package will be provided for all positions:
- Positions that participate in short-term incentive plans because of their
significant impact on short-term performance will have salaries that are
set at the 50th percentile. Additional short-term incentive pay will allow
total annual pay at the 75th percentile if target performance is achieved.
- Key executives with significant impact on the long-term performance of the
Company will also participate in long-term incentive plans (stock and/or
cash plans) that will result in total target pay at the 90th percentile if
short- and long-term performance targets are achieved.
Survey data reflective of relevant labor markets will be used to determine
actual pay levels that are consistent with desired competitive levels. In
addition to external pay data, internal relationships among positions and
differences in impact and importance of positions will influence pay. All
compensation programs will incorporate "pay for performance" concepts by
allowing pay of individual employees to vary according to individual, unit
and company performance:
- Performance planning and appraisal systems, together with incentive
programs where appropriate, will direct and reward effort and performance
of employees."
The Committee believes that setting compensation at levels designed to
attract and retain key individuals is critical to the success of a personnel
services business in which there are few tangible assets and in which people
represent the true "assets" of the Company. The Committee is also mindful of the
fact that the Company's industry is fractured with a myriad of private firms
owned by entrepreneurial individuals representing the Company's most effective
competition in many markets. Successful competitors generate large financial
rewards to the owners as the Company knows from its many acquisitions of such
firms over the years. It is imperative that the Company's compensation program
provide significant cash and equity incentives to its key managers so as to
compete with both public and private companies for this talent and the Committee
believes the Company's compensation program achieves this result. Annual base
salaries, bonuses, restricted stock and stock option awards are all designed to
achieve the above-specified goals. Annual bonus awards are based upon earnings
per share, and each executive's bonus is increased or decreased, according to a
formula, in relation to how the actual earnings per share compares with the
target earnings per share for the year set by the Committee. The Committee
believes that the emphasis placed upon equity grants (restricted stock and stock
options) aligns the interest of the officers with those of the stockholders, and
makes a significant portion of executive compensation contingent upon long-term
positive share price performance.
In establishing compensation levels for the Chief Executive Officer, the
Compensation Committee followed the guidelines and policies described above. In
addition, the Committee also considered
12
<PAGE>
several subjective factors related to the Company's business. These included,
among other things, the Company's elimination of all long-term bank debt and its
continued generation of strong cash flow, the Company's performance relative to
both its public and private competitors, the Chief Executive Officer's ability
to develop and maintain significant business relationships for the Company, the
Chief Executive Officer's ability (in conjunction with his management team) to
locate, evaluate and negotiate prospective acquisitions or other expansion
opportunities without significant accounting, investment banker or attorney fees
and the complexity of managing an international service business. The Committee
also noted that 1994 was the Company's second consecutive year of having its
stock price performance during the year rank in the top 50 of all New York Stock
Exchange companies (a distinction shared with only one other company), and the
successful completion of a $122 million registered public offering of the
Company's Common Stock, which resulted in the distribution of approximately 19%
of the outstanding shares by the Company's two largest stockholders, thus
increasing the Company's stockholder base and improving the liquidity of the
Company's Common Stock.
In light of the above factors, and in recognition of both the outstanding
returns achieved for the stockholders by the Chief Executive Officer and his
management team and the intensely competitive nature of the market for top
management, the Compensation Committee in 1994 made special equity grants to
management with deferred vesting schedules. These grants will help to retain the
Chief Executive Officer and other outstanding managers and further align their
interests with those of the stockholders by making a significant portion of
their future compensation contingent upon long-term positive share price
performance.
In determining executive compensation, the Compensation Committee considers,
among other factors, the possible tax consequences to the Company and to the
executives. However, tax consequences, including but not limited to tax
deductibility by the Company, are subject to many factors (such as changes in
the tax laws and regulations or interpretations thereof and the timing and
nature of various decisions by executives regarding options and other rights)
that are beyond the control of either the Compensation Committee or the Company.
In addition, the Compensation Committee believes that it is important for it to
retain maximum flexibility in designing compensation programs that meet its
stated objectives. For all of the foregoing reasons, the Compensation Committee,
while considering tax deductibility as one of its factors in determining
compensation, will not limit compensation to those levels or types of
compensation that will be deductible. The Compensation Committee will, of
course, consider alternative forms of compensation, consistent with its
compensation goals, that preserve deductibility.
Andrew S. Berwick, Jr.
Frederick P. Furth
Thomas J. Ryan
13
<PAGE>
COMPARATIVE PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate by reference this Proxy Statement or
future filings with the Securities and Exchange Commission, in whole or in part,
the following Performance Graph shall not be deemed to be incorporated by
reference into any such filings.
The following graph compares, through December 31, 1994, the cumulative
return of the Company's Common Stock, an index of certain publicly traded
employment services companies, and the S&P 500. The graph assumes the investment
of $100 at the end of 1989 and reinvestment of all dividends. The information
presented in the graph was obtained by the Company from outside sources it
considers to be reliable but has not been independently verified by the Company.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ROBERT HALF
INTERNATIONAL PEER GROUP INDEX (A) S&P 500 INDEX
<S> <C> <C> <C>
100 100 100
Return 1989 52.89 74.57 96.89
Return 1990 65.22 89.17 126.42
Return 1991 76.81 108.92 136.05
Return 1992 152.17 120.83 149.76
Return 1993 278.26 161.86 151.74
<FN>
- ------------------------
(a) This index represents the cumulative total return of the Company and the
following corporations providing temporary or permanent employment
services: Adia Services, Inc., CDI Corp., Kelly Services, Inc., Manpower
Inc., The Olsten Corporation and Uniforce Temporary Personnel, Inc. Many of
the Company's competitors are privately-held, and none of the selected
corporations specializes, as does the Company, primarily in the temporary
and permanent placement of accounting, financial, tax and banking
personnel. However, the selected corporations, which for the most part are
general employment agencies and therefore not comparable to the Company,
constitute the best approximation of a peer group among public companies.
</TABLE>
14
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Arthur Andersen & Co., independent public
accountants, to audit the books, records and accounts of the Company during
1995. Arthur Andersen & Co. has acted as auditors of the Company and its
predecessor since 1977. Representatives of that firm will be present at the
Meeting and will have the opportunity to make a statement if they desire to do
so. They will also be available to respond to questions.
STOCKHOLDER PROPOSALS
To be considered for presentation at the 1996 Annual Meeting of
Stockholders, a stockholder proposal must be received at the office of the
Company not later than November 28, 1995.
OTHER MATTERS
The proxy holders are authorized to vote, in their discretion, upon any
other business that comes before the Meeting and any adjournment of the Meeting.
The Board knows of no other matters which will be presented to the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
STEVEN KAREL
SECRETARY
Menlo Park, California
March 27, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, POST-PAID ENVELOPE.
15
<PAGE>
ROBERT HALF INTERNATIONAL INC.
2884 SAND HILL ROAD
MENLO PARK, CA 94025
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold M. Messmer, Jr. and Andrew S.
Berwick, Jr. as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side hereof, all the shares of common stock of Robert Half International Inc.
held of record by the undersigned on March 20, 1995 at the annual meeting of
stockholders to be held on May 11, 1995 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
See Reverse
Side
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
x PLEASE MARK
YOUR CHOICES
LIKE THIS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
________________ _________________
ACCOUNT NUMBER COMMON
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 ALL NOMINEES NAMED IN PROPOSAL 1.
<TABLE>
<S> <C>
1. Election of Directors: Edward W. Gibbons, Harold M. Messmer, Jr. 2. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
come before the meeting.
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
above (except as marked to vote for all nominees
to the contrary below) listed above
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write nominee's name on the space provided below.
_______________________________________________________________________
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporation name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
Date_____________________________, 1995
Signature______________________________
Signature, if held jointly_____________
PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
