<PAGE>
March 22, 1996
Dear Stockholder,
On February 28, the board of directors of Lincoln Telecommunications Company
approved a recommendation to change the name of the company to Aliant Communi-
cations Inc. You will be asked to vote on the name change at the annual
meeting on April 24.
The recommendation to rename the company came about after many months of
careful researching, creative thinking and strategic planning. We considered
quite a few names and sought input on many of them from customers.
We think the Aliant name best represents the alliance between our products and
services. It also describes the alliances we are creating with you as we
provide a good value for your investment, with our customers as we meet all
their communication needs and with our employees as we all work together to
continue to make our company a success. There are many good reasons behind
this need for a name change:
- One name will unify the disparate identities we have today. Our company
and its affiliates are now represented by seven names in the marketplace.
With one name, we will convey with better clarity all that we do.
- One name will better enable us to package our services and enter new
markets. With a single name like Aliant, we can package our local, long
distance and cellular services, for example, and offer strong loyalty
programs to our customers. We will build strong brand recognition and be
better positioned to enter new markets.
- One name will help us maximize our communications and promotional efforts.
We will be using a consistent set of graphics and spending our advertising
dollars more effectively because we can concentrate on one brand name.
The new name reflects the independent principles on which the company was
founded nearly a century ago. While we are changing our name, we will con-
tinue our long-standing commitment to our values of integrity, quality and
service. We embrace the changes and opportunities the future promises us.
And as Aliant, we will continue to improve our technological capabilities and
customer-focus that have been keys to our success. We hope that you will
agree.
/s/ Thomas C. Woods, III /s/ Frank H. Hilsabeck
Thomas C. Woods, III Frank H. Hilsabeck
Chairman of the Board President and
Chief Executive Officer
<PAGE>
OFFICE OF THE CHAIRMAN
March 22, 1996
To Our Stockholders:
The Board of Directors joins me in extending to you a cordial
invitation to attend the 1996 Annual Meeting of Stockholders. The
meeting will be held in Lincoln, Nebraska, at 10:30 a.m. on Wednesday,
April 24, 1996.
In addition to voting on the matters described in this Proxy Statement,
we will review the Corporation's 1995 business and discuss our plans for 1996
and beyond. There will be an opportunity to discuss matters of interest to
you as a stockholder.
We hope many Lincoln Telecommunications Company stockholders will find
it convenient to be present at the meeting, and we look forward to greeting
those personally able to attend. It is important that your shares be
represented and voted whether or not you plan to be present. THEREFORE,
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE COMPLETE, SIGN, AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
No postage is necessary if the envelope is mailed in the United States.
The prompt return of your proxy will save the expense involved in further
communications. Any stockholder attending the meeting may vote in person
even if a proxy has been returned.
We hope that you will be able to attend the meeting, and we look
forward to seeing you.
Sincerely,
/s/ Thomas C. Woods, III
THOMAS C. WOODS, III
Chairman of the Board
<PAGE>
LINCOLN TELECOMMUNICATIONS COMPANY
1440 M STREET
LINCOLN, NEBRASKA 68508
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 24, 1996
To the Holders of Common Stock of
LINCOLN TELECOMMUNICATIONS COMPANY:
Notice is hereby given that the Annual Meeting of Stockholders of
Lincoln Telecommunications Company, a Nebraska corporation (hereinafter the
"Corporation"), will be held at the Cornhusker Hotel, 333 South 13th
Street, Lincoln, Nebraska, 68508, on Wednesday, April 24, 1996, at
10:30 a.m. for the following purposes:
(1) To amend the Articles of Incorporation to change the name of the
Corporation to Aliant Communications Inc.
(2) To elect five (5) directors to hold office for a term of three
years or until their successors are elected and qualified.
(3) To transact any other business which may be properly brought
before the meeting or any adjournment or postponement thereof.
The close of business on March 11, 1996, has been fixed as the date of
record for the determination of common stockholders entitled to receive
notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof. Accordingly, only common stockholders of record at
the close of business on that date will be entitled to notice of and to
vote at said meeting. A list of the stockholders entitled to vote at the
Annual Meeting will be open for examination by any stockholder for any
purpose germane to the meeting during ordinary business hours for a period
of ten days prior to the meeting at the offices of the Corporation, which
address is set forth above, and will also be available for examination at
the Annual meeting until its adjournment.
It is important that your shares of stock be represented at this
Annual Meeting. If you do not expect to be present in person, you are
requested by Management to fill in, sign, date and return the proxy in the
enclosed envelope. No postage need be affixed if mailed within the United
States.
By order of the Board of Directors,
LINCOLN TELECOMMUNICATIONS COMPANY
/s/ Michael J. Tavlin
Michael J. Tavlin, Secretary
Lincoln, Nebraska
March 22, 1996
YOUR VOTE IS IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS THEREON AND RETURN
IMMEDIATELY.
<PAGE>
LINCOLN TELECOMMUNICATIONS COMPANY
1440 M STREET
LINCOLN, NEBRASKA 68508
PROXY STATEMENT
SOLICITATION OF PROXIES
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 1996
This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Management of the Corporation for use at the
Annual Meeting of Stockholders to be held on April 24, 1996 for the
purposes set forth in the foregoing Notice. This statement and the form of
proxy are being first sent to security holders on or about March 22, 1996.
The accompanying form of proxy, in ballot form, has been prepared at
the direction of the Board of Directors and is sent to you at its request.
The proxies named therein have been designated by Management.
Stockholders who execute proxies retain the right to revoke them at
any time before they are voted by attending the Annual Meeting and voting
in person or by notifying the Secretary of the Corporation at 1440 M
Street, Lincoln, Nebraska, 68508, in writing of such revocation prior to
the Meeting. A proxy, when properly executed, duly returned and not so
revoked, will be voted and, if it contains any specification, will be voted
in accordance therewith; provided the proxy is not mutilated or otherwise
received in such form or at such time as to render it unvotable. If no
choice is specified, the proxy will be voted in accordance with the
recommendations of Management, as stated on the proxy form and in this
proxy statement.
The solicitation will be conducted by mail, except that in a limited
number of instances proxies may be solicited by officers, directors and
regular employees of the Corporation personally, by telephone or by
facsimile. The Corporation does not anticipate payment of any compensation
or fees of any nature to anyone for the solicitation of these proxies,
except that the Corporation may pay persons holding shares in their name,
or of their nominees, for sending proxies and proxy material to principals.
The entire cost of solicitation will be borne by the Corporation.
Outstanding Shares and Voting Rights
The voting securities of the Corporation consist of 36,650,611 shares
of Common Stock (CUSIP 534780 10 1), issued and outstanding as of March 11,
1996, each of which is entitled to one vote. Only holders of Common Stock
of record at the close of business on March 11, 1996 are entitled to notice
of and to vote with respect to this solicitation.
The following table sets forth information as of March 11, 1996,
regarding the only persons or entities known by the Corporation based on
Schedule 13G filing with the Securities and Exchange Commission, to own
more than 5% of the Corporation's Common Stock. Except as otherwise
indicated below, the entity owns such Common Stock directly with sole
investment and sole voting power.
<PAGE>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership Of Class
------------------- -------------------- --------
Sahara Enterprises, Inc.* 3,176,776 8.7
Suite 2000
Three First National Plaza
Chicago, Illinois 60602
* Reference should be made to the table and footnotes thereto under
"Security Ownership of Management" on pages 5 and 6, especially the
information concerning beneficial ownership of shares by Messrs. Woods
and Wheatley.
Information is as of February 29, 1996 (except that the percentage has
been calculated based on the number of shares outstanding as of the
record date of this meeting) and is from the Schedule 13G filed with
the Securities and Exchange Commission on January 31, 1996.
AMENDMENT TO ARTICLES OF INCORPORATION
(ITEM 1 ON PROXY CARD)
On February 28, 1996, the Board of Directors adopted, subject to
shareholder approval, an amendment to the Corporation's Articles of
Incorporation to change the name of the Corporation from "Lincoln
Telecommunications Company" to "Aliant Communications Inc.", effective on or
about September 1, 1996.
As amended, Article 1 will read as follows:
"ARTICLE 1
Name
The name of the corporation is Aliant Communications Inc."
Significant changes have occurred over the past sixteen years since
the Corporation was first formed as a holding company under the name
"Lincoln Telecommunications Company." For the following reasons, Corporation
management and the Board of Directors believe a change in the name of the
Corporation is desirable to more accurately reflect the Corporation's
expanded marketplace and array of products and services and its plans for the
future.
1. The Corporation's business has expanded well beyond the Lincoln,
Nebraska market and now serves more than 190,000 landline customers in 22
counties in southeast Nebraska, has more than 122,000 cellular access lines
throughout Nebraska and seven counties in southwest Iowa, and may expand
further.
2. While the Corporation continues to have active telephone
operations, it has diversified into related activities in other markets
throughout the state. These activities include business telephone
equipment systems, long distance and cellular services.
3. With the multiple identities now used by the Corporation, it is
difficult to achieve brand awareness, package and bundle services, and
convey to our customers the full scope of the Corporation's businesses.
Creating a single brand that stands for a full complement of
telecommunications services is imperative for the future as the
Corporation is certain to face new competition in every phase of its
business.
<PAGE>
4. The Corporation is repositioning itself, through activities such
as business process re-engineering, to better meet the demands of its
customers.
These changes to the Corporation have resulted in a need for the
corporation to communicate a new corporate definition and project a more
appropriate identity. The new name, Aliant Communications Inc., will convey
an image of what the Corporation is today and expects to be in the future--a
forward looking, high technology enterprise dedicated to building strong
alliances with its customers.
If the proposed name change is approved by the Corporation's Share-
holders, the trading symbol for the Corporation's Common Stock on the Nasdaq
National Market would be changed to "ALNT" from the current "LTEC", effective
at the time of the name change which is presently expected to occur on or
about September 1, 1996.
Outstanding stock certificates will not be affected by the proposed name
change. Shareholders should retain their stock certificates and should not
send them to the Corporation or the Corporation's Transfer Agent.
Board Position and Required Vote
The Board of Directors recommends that the holders of Common Stock
vote FOR approval of the foregoing Amendment to the Articles of
Incorporation.
Counsel to the Corporation has advised that, pursuant to the
Corporation's Articles of Incorporation and the Nebraska Business Corporation
Act, if a quorum (a majority of the votes entitled to be cast by the holders
of the outstanding Common Stock on the record date for the Annual Meeting)
exists, the proposed Amendment to the Corporation's Articles of Incorporation
shall be approved if the votes cast by holders of Common Stock for the
Amendment exceed the votes cast by holders of Common Stock against the
Amendment. Assuming a quorum is present, any shares not voted at the Meeting
(whether by broker nonvotes, abstentions or otherwise) will have no effect or
impact on the vote.
ELECTION OF DIRECTORS
(ITEM 2 ON PROXY CARD)
Five (5) Directors are to be elected at the Annual Meeting for a term
of three years or until their respective successors are elected and
qualified.
The persons named in the accompanying form of proxy will vote the
shares represented by all executed proxies which are received for the
election of Management's nominees hereinafter named, unless the authority
to do so is withheld on the proxy. All nominees are presently serving as
Directors of the Corporation, being elected to office by its stockholders.
The holders of a majority of the Common Stock issued and outstanding,
present in person, or represented by proxy, shall constitute a quorum at
the Annual Meeting for the transaction of business. Shares represented by
proxies on which the authority to vote for a director nominee or nominees
is withheld and broker non-votes are counted only for purposes of
determining the presence of a quorum for the transaction of business. If a
quorum is present, the affirmative vote of a plurality of the votes cast by
the shares of Common Stock entitled to vote in the election at the Annual
<PAGE>
Meeting shall be necessary for the election of a director nominee. Shares
of Common Stock represented by proxies or ballots on which authority to
vote is withheld and non-votes are not treated as votes for a nominee.
At the Annual Meeting, votes will be counted by an employee of
Chemical Mellon Shareholder Services, L. L. P., the Corporation's
independent transfer agent and registrar. Such individual will process the
votes cast by the stockholders, will make a report of his inspection and
count of the votes cast by the stockholders and will certify the
affirmative votes and votes withheld for the election of each director
nominee.
Under Nebraska law, holders of Common Stock are entitled to cumulative
voting rights in the election of directors. Cumulative voting allows a
stockholder to vote the number of shares owned by the stockholder for as
many persons as there are directors to be elected, or to cumulate such
shares and give one candidate as many votes as the number of directors to
be elected multiplied by the number of the stockholder's shares, or to
distribute said votes among as many directors to be elected as the
stockholder sees fit. Unless directed differently on any executed proxy,
the persons named in the proxy will vote the shares represented by any
proxy equally among those nominees for whom the stockholder has not
withheld authority to vote.
Management has no reason to believe that any nominee will refuse to
act or be unable to accept election; however, in such event and if any
other unforeseen contingency should arise, it is the intention of the
persons named in such accompanying form of proxy to vote for other nominees
selected by the Board in accordance with their best judgment.
The following table sets forth certain information about each
director, including each person's business experience for the past five
years, and presents certain information for all present executive officers
and directors as a group. Information presented is stated as of
February 29, 1996.
NOMINEES FOR TERM TO EXPIRE IN 1999
DUANE W. ACKLIE; Director since 1983; Age 64; Lincoln, Nebraska. Mr.
Acklie is Chairman of Crete Carrier Corporation (a motor carrier) of
Lincoln, Nebraska, and has held such position since 1991. He was President
and Chief Executive Officer of Crete Carrier Corporation from 1971 to 1991.
Mr. Acklie is Chairman of First National Bank, Lincoln, Lincoln, Nebraska.
TERRY L. FAIRFIELD; Director since 1993; Age 47; Lincoln, Nebraska. Mr.
Fairfield is President and Chief Executive Officer of the University of
Nebraska Foundation, Lincoln, Nebraska. He has held such position since
1987.
JOHN HAESSLER; Director since 1993; Age 59; Lincoln, Nebraska. Mr.
Haessler is President and Chief Executive Officer of Woodmen Accident and
Life Company of Lincoln, Nebraska, and has held such position since 1986.
(See Note 1 below.)
WILLIAM C. SMITH; Director since 1983; Age 62; Lincoln, Nebraska. Mr.
Smith retired in 1989 from the position of Chairman and Chief Executive
Officer of FirsTier Financial, Inc. of Omaha, Nebraska, a position which he
had held since 1988. Mr. Smith is currently self-employed in business and
financial consulting.
<PAGE>
LYN WALLIN ZIEGENBEIN; Director since 1992; Age 43; Omaha, Nebraska. Mrs.
Ziegenbein is Executive Director of the Peter Kiewit Foundation of Omaha,
Nebraska, and has held such position since 1983. (See Note 2 below.)
PRESENT TERM EXPIRES IN 1997
WILLIAM W. COOK, JR.; Director since 1981; Age 59; Beatrice, Nebraska. Mr.
Cook is Chairman, President and Chief Executive Officer of Beatrice
National Bank & Trust Co., of Beatrice, Nebraska, and has held such
position since 1993. He was President and Chief Executive Officer of such
company from 1971 to 1993.
JAMES E. GEIST; Director since 1973; Age 66; Lincoln, Nebraska. Mr. Geist
retired in 1993 from the positions of Chairman of the Board and Chief
Executive Officer of the Corporation and its principal subsidiary, The
Lincoln Telephone and Telegraph Company, and also retired from the
positions of Chairman of the Board of the Corporation's other subsidiaries,
LinTel Systems Inc. and Prairie Communications, Inc., all of Lincoln,
Nebraska. He was the President and Chief Executive Officer of the
Corporation and The Lincoln Telephone and Telegraph Company from 1988 to
1990. Mr. Geist is currently President of Geist, Inc., an equipment
manufacturer.
DONALD H. PEGLER, JR.; Director since 1979; Age 69; Lincoln, Nebraska. Mr.
Pegler is Chairman of the Board of Pegler-Sysco Food Services Company
(distributors of institutional food, food service supplies and equipment),
of Lincoln, Nebraska, and has held such position since 1989.
CHARLES N. WHEATLEY; Director since 1993; Age 45; Chicago, Illinois. Mr.
Wheatley is President and Chief Executive Officer of Sahara Enterprises,
Inc. (a diversified holding company) and has held such position since July,
1992. He was Vice President and Secretary of Sahara Enterprises, Inc. from
1985 to July 1992. Mr. Wheatley is a Director of Sahara Enterprises, Inc.
THOMAS C. WOODS, III; Director since 1979; Age 50; Lincoln, Nebraska. Mr.
Woods is Chairman of the Board of the Corporation and its principal
subsidiary, The Lincoln Telephone and Telegraph Company. He was the
Corporation's Vice Chairman of the Board-Corporate Relations and
Communications from March 1990 to April 1993, and was Vice President
Corporate Relations from March 1985 to March 1990. Mr. Woods is a director
of Sahara Enterprises, Inc.
PRESENT TERM EXPIRES IN 1998
CHARLES R. HERMES; Director since 1992; Age 53; Hastings, Nebraska. Mr.
Hermes is President of Dutton-Lainson Company (wholesale electrical and
plumbing supplies, and a manufacturer of hardware and marine specialties)
of Hastings, Nebraska, and has held such position since 1974.
FRANK H. HILSABECK; Director since 1990; Age 51; Lincoln, Nebraska. Mr.
Hilsabeck is President and Chief Executive Officer of the Corporation, and
is President of its principal subsidiary, The Lincoln Telephone and
Telegraph Company. He was the Corporation's President and Chief Operating
Officer from March 1991 to May 1993, was President-Telephone Operations
from March 1990 to March 1991, was Vice President-Telephone Operations from
1986 to March 1990, and was Executive Vice President-Operations of such
principal subsidiary from 1986 to March 1990.
<PAGE>
PAUL C. SCHORR, III; Director since 1973; Age 59; Lincoln, Nebraska. Mr.
Schorr is President and Chief Executive Officer of ComCor Holding
Incorporated (an electrical contractor specializing in construction
consulting services) of Lincoln, Nebraska, and has held such position since
1989. He was also President of Fischbach Corporation (a diversified
electrical/mechanical contractor) from 1990 to 1992.
JAMES W. STRAND; Director since 1990; Age 49; Lincoln, Nebraska. Mr.
Strand is President-Diversified Operations of the Corporation, Executive
Vice President-Marketing and Customer Services of its principal subsidiary,
The Lincoln Telephone and Telegraph Company and is President of its
subsidiaries, LinTel Systems Inc., Prairie Communications, Inc., and is
Vice Chairman of the Board of Nebraska Cellular Telephone Corporation. He
was the Corporation's Vice President-Diversified Operations from 1987 to
March 1990.
- -------------------------------------
Note 1. Woodmen Accident and Life Company is the insurer from which the
Corporation and its principal subsidiary, The Lincoln Telephone and Telegraph
Company, purchase key man life insurance and employee group life insurance.
The total net premiums paid for such insurance coverages in 1995 were
$1,564,442. The Corporation believes that the rates paid for such insurance
are comparable to market rates.
Note 2. The Woods & Aitken law firm, in which Mr. John H. Ziegenbein,
the husband of Mrs. Ziegenbein, is of counsel, provided legal services to
the Corporation and its subsidiaries, The Lincoln Telephone and Telegraph
Company, LinTel Systems Inc., Nebraska Cellular Telephone Corporation, and
Prairie Communications, Inc., during 1995 for which it received fees in the
amount of $195,935.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
During 1995, six meetings of the Board of Directors were held. Two
directors, Mr. Cook and Mr. Pegler, attended fewer than 75% of the
aggregate number of meetings of the Board of Directors and the committee on
which they served. The Corporation has no standing nominating committee,
but does have the following three standing committees:
Executive Committee
The Executive Committee, in accordance with By-Law 17 of the Corporation's
By-Laws, and subject to the limitations of the Nebraska Business
Corporation Act, possesses and may exercise all powers of the Board of
Directors. The Committee did not meet during 1995. Committee members
during 1995 were: Frank H. Hilsabeck, Chairman; William W. Cook, Jr.; Paul
C. Schorr, III; and William C. Smith.
Audit Committee
The Audit Committee recommends the independent auditors for the Corporation
to the full Board of Directors, reviews the scope of the audit and approves
the fees for the auditors. In addition, the Committee reviews the work of
the Corporation's Internal Audit Section. The Committee met four times
during 1995. Committee members during 1995 were: Charles R. Hermes,
Chairman; Terry L. Fairfield; John Haessler; and Charles N. Wheatley.
<PAGE>
Executive Compensation Committee
The Executive Compensation Committee reviews and makes recommendations to
the full Board of Directors for compensation levels of the Corporation's
officers and administers the 1989 Stock and Incentive Plan participated in
by executive officers and other key employees. The Committee met four
times during 1995. Committee members during 1995 were: Duane W. Acklie,
Chairman; Paul C. Schorr, III; Charles N. Wheatley; and Lyn Wallin
Ziegenbein.
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is a tabulation indicating as of February 29, 1996,
the shares of the Corporation's Common Stock beneficially owned by each
director and nominee, each of the named executive officers, and directors
and executive officers of the Corporation as a group.
Name of Beneficial Principal Amount and Nature of Percent of
Owner Position Beneficial Ownership (Note 1) Class
Thomas C. Woods, III. Chairman of the 54,531 Direct 9.02%
Board and Director 3,248,624 Indirect* Note 3
Frank H. Hilsabeck President & Chief 30,604 Direct Note 2
Executive Officer 5,594 Indirect*
and Director
James W. Strand President-Diversified 15,838 Direct Note 2
Operations and Director 5,479 Indirect*
Robert L. Tyler Senior Vice President- 21,381 Direct Note 2
Chief Financial Officer 3,887 Indirect*
Jack H. Geist Vice President- 20,585 Direct Note 2
Diversified Operations 15,843 Indirect*
Kevin J. Wiley Vice President- 14 Direct Note 2
Diversified Operations 116 Indirect*
Bryan C. Rickertsen Vice President- 16,224 Direct Note 2
Technology 1,472 Indirect*
Michael J. Tavlin Vice President- 16,378 Direct Note 2
Treasurer and Secretary 2,203 Indirect*
Duane W. Acklie Director 93,913 Direct Note 2
61,200 Indirect*
William W. Cook, Jr. Director 7,051 Direct Note 2
921 Indirect*
Terry L. Fairfield Director None Direct Note 2
34,312 Indirect*
James E. Geist Director 23,932 Direct Note 2
31,695 Indirect*
John Haessler Director 6,000 Direct Notes 2
252,432 Indirect* & 4
<PAGE>
Name of Beneficial Principal Amount and Nature of Percent of
Owner Position Beneficial Ownership (Note 1) Class
Charles R. Hermes Director 2,000 Direct Note 2
34,418 Indirect*
Donald H. Pegler, Jr. Director 800 Direct Note 2
40,000 Indirect*
Paul C. Schorr, III. Director 1,804 Direct Note 2
27,879 Indirect*
William C. Smith Director 2,400 Direct Note 2
None Indirect
Charles N. Wheatley Director None Direct 8.8%
3,222,920 Indirect* Note 3
Lyn Wallin Ziegenbein Director 4,000 Direct Note 2
10 Indirect*
All Directors and
Executive Officers
as a Group (19 persons) TOTAL 4,129,684** 11.28%
* Includes shares held by individual's spouse, held by the individual
in custodianship for minor children, or held by a corporation with which
the individual is affiliated, and to the extent listed as owned by the
director or named executive officer should not be construed as an admission
of beneficial ownership.
** Total shares and percent of class ownership do not reflect the
cumulative effect of beneficial ownership by Messrs. Woods and Wheatley of
shares held of record by Sahara Enterprises, Inc. (See Note 3 below.)
Note 1. Approximate number of shares of Common Stock owned, directly
or indirectly, as of February 29, 1996. This information has been
furnished by each Director or Officer. Also includes all Short-Term
Incentive awards of Restricted Stock of the Corporation under the 1989
Stock and Incentive Plan (the "Plan") and any Long-Term Incentive awards of
Stock Options under the Plan which are exercisable within 60 days of the
date hereof, in the following amounts: Frank H. Hilsabeck, 17,500;
James W. Strand, 11,900; Robert L. Tyler, 12,300; Michael J. Tavlin, 8,100;
Jack H. Geist, 0; Bryan C. Rickertsen, 6,400; and Kevin J. Wiley, 0.
Note 2. Owns less than one percent of the Corporation's outstanding
Common Stock.
Note 3. The shares of the Corporation's Common Stock shown as
indirectly owned by Messrs. Woods and Wheatley are held as follows:
3,176,776 shares included in each individual's indirect ownership total
were held of record by Sahara Enterprises, Inc., as of February 29, 1996.
Messrs. Woods and Wheatley each serve as Directors and Mr. Wheatley serves
as President and Chief Executive Officer of Sahara Enterprises, Inc. The
balance of Mr. Woods' indirect ownership total is held by his spouse, held
in trust, or held as a Co-Personal Representative of the Estate of Thomas
C. Woods, Jr. The balance of Mr. Wheatley's indirect ownership total
consists of shares held as trustee of various Woods family trusts.
<PAGE>
Note 4. The shares of the Corporation's Common Stock shown as
indirectly owned by Mr. Haessler include 252,432 shares held by Woodmen
Accident and Life Company, a mutual insurance company, of which Mr.
Haessler is President and Chief Executive Officer.
EXECUTIVE COMPENSATION
The Summary Compensation Table appearing below shows the compensation
for the past three years for each of the Corporation's five most highly
compensated executive officers, including the Corporation's Chief Executive
Officer (the "named executive officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Annual Compensation Awards
Number of
Securities
Underlying
Name and Restricted Stock All Other
Principal Position Year Salary Bonus Stock Options Compensation
($) ($)(1) ($)(2) (#)(3) ($)(4)
<S> <C> <C> <C> <C> <C> <C>
Frank H. Hilsabeck 1995 270,000 61,392 61,368 16,350 4,500
President & Chief 1994 225,000 52,210 52,190 0 4,500
Executive Officer 1993 196,167 52,211 52,189 0 6,040
and Director
James W. Strand 1995 184,800 27,611 27,589 8,400 4,500
President-Diversified 1994 154,000 22,872 22,848 0 4,500
Operations & Director 1993 146,000 26,400 26,400 0 4,380
Robert L. Tyler 1995 138,000 18,193 18,167 5,450 4,140
Senior Vice President- 1994 124,000 16,804 16,796 0 3,720
Chief Financial Officer 1993 111,000 19,805 19,795 0 3,331
Michael J. Tavlin 1995 107,000 12,610 12,590 3,550 3,210
Vice President- 1994 101,000 12,015 11,985 0 3,030
Treasurer & Secretary 1993 96,000 13,817 13,783 0 2,880
Jack H. Geist 1995 99,000 11,718 11,682 3,300 2,970
Vice President- 1994 93,000 11,410 11,390 0 2,790
Diversified Operations 1993 88,000 12,602 12,598 0 2,640
- --------------------------------------
</TABLE>
(1) The 1989 Stock and Incentive Plan (the "Plan") is administered by the
Executive Compensation Committee of the Board of Directors (the
"Committee") constituted of members of the Board not eligible to
participate in the Plan, and permits the award of Short-Term Incentives,
Stock Options, Stock Appreciation Rights and Restricted Stock. The
bonus amounts shown reflect the cash bonus amounts paid pursuant to the
Short-Term Incentive feature of the Plan attributable to the fiscal years
of the Corporation shown. On April 26, 1989, the stockholders of the
Corporation approved the Plan.
(2) Pursuant to the terms of the Plan, a participant may elect to receive
up to forty percent (40%) of the amount of any Short-Term Incentive
award in Restricted Stock of the Corporation. Each of the listed
<PAGE>
individuals has elected to receive the maximum amount. The number of
such shares awarded was based upon the closing price of the
Corporation's Common Stock as of December 31, 1993, December 30, 1994
and December 29, 1995, respectively. In each year, the number of
shares awarded was increased by a multiple, previously determined by
the Committee, which was 1.5. The dollar value of the Restricted
Stock awards are attributable to the Corporation's fiscal year as
indicated. The number of shares of Restricted Stock awarded and
values thereof for each named executive officer and the aggregate
value as of December 29, 1995, are as follows:
Number of Restricted Shares
Name 1993 Award 1994 Award 1995 Award Aggregate Value
Mr. Hilsabeck 2,821 3,070 2,905 $ 185,816
Mr. Strand 1,427 1,344 1,306 86,127
Mr. Tyler 1,070 988 860 61,643
Mr. Tavlin 745 705 596 43,222
Mr. Geist 681 670 553 40,222
----- ----- ----- -------
Totals 6,744 6,777 6,220 $ 417,030
The restrictions against sale, transfer, pledge or assignment of the
Restricted Stock will lapse, and the awards have vested or will vest
as follows: 1993 Awards - January 31, 1996; 1994 Awards - January 31,
1997; and 1995 awards January 31, 1998. Restrictions will lapse
sooner if the participant dies, becomes disabled, retires or there is
a change in control of the Corporation during the period of
restriction.
Dividends are paid during the period of restriction on the shares of
Restricted Stock to the executive officer holding such shares and
their voting rights may be exercised by the executive officer.
(3) The options shown for 1995 were awarded on March 15, 1995, not
attributed to any past performance.
(4) The Corporation maintains a 401(k) Savings and Stock Ownership Plan
for the benefit of its non-union-eligible employees, including the
named executive officers. Pursuant thereto the Corporation (a) has
contributed 1.75% of the employee's base salary in the form of the
Corporation's Common Stock for the employee's benefit (to the
following maximum base salary amounts: 1993 - $235,840; 1994 -
$150,000; and 1995 - $150,000; and (b) has contributed on a matching
basis, at the rate of 25% for each 1% of the employee's salary
contributed to the 401(k) account, up to a maximum of 1.25% of such
salary contribution. Such match is also made in shares of the
Corporation's Common Stock.
The Corporation has in effect the 1989 Stock and Incentive Plan which
was approved by its stockholders and pursuant to which options to purchase
shares of Common Stock of the Corporation have been granted to officers and
other key employees of the Corporation and its subsidiaries in the past.
The following table sets forth information concerning the exercise of
stock options by each of the named executive officers during the 1995
fiscal year, the number of unexercised options existing at the end of the
year 1995 for each of the named executive officers and the 1995 year-end
value of unexercised options.
<PAGE>
<TABLE>
OPTION EXERCISES IN FISCAL 1995
AND FISCAL 1995 YEAR-END OPTION VALUES
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
12/29/95 (#) at 12/29/95 ($)
Shares
Acquired on Value
Name Exercise Realized Exercis- Unexer- Exercis- Unexer-
(#) ($) able cisable able cisable
<C> <C> <C> <C> <C> <C>
Frank H. Hilsabeck 0 0 17,500 16,350 156,313 75,619
James W. Strand 0 0 11,900 8,400 104,663 38,850
Robert L. Tyler 0 0 12,300 5,450 109,888 25,206
Michael J. Tavlin 0 0 8,100 3,550 71,338 16,419
Jack H. Geist 0 0 4,400 3,300 36,850 15,263
</TABLE>
The following table illustrates the annual pension plan benefit
provided by the Corporation's Pension Plan, as supplemented by the
Executive Benefit Plan, for eligible executive employees upon retirement at
age 65, assuming no optional forms of benefit have been elected. The
Pension Plan is not integrated with Social Security and is maintained for
all employees.
<TABLE>
PENSION PLAN TABLE
Estimated Annual Pension at Normal Retirement
Age for Representative Years of Credited Service
<CAPTION>
Highest 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
Consecutive Service Service Service Service Service Service
Five-Year (34.875 (52.00 (59.375 (67.00 (74.875 (82.00
Average Percent Percent Percent Percent Percent Percent
Compensation Factor) Factor) Factor) Factor) Factor) Factor)
<C> <C> <C> <C> <C> <C> <C>
$ 90,000 $ 31,388 $ 46,800 $ 53,438 $ 60,300 $ 67,388 $ 73,800
120,000 41,850 62,400 71,250 80,400 89,850 98,400
150,000 52,313 78,000 89,063 100,500 112,313 123,000
180,000 62,775 93,600 106,875 120,600 134,775 147,600
210,000 73,238 109,200 124,688 140,700 157,238 172,200
240,000 83,700 124,800 142,500 160,800 179,700 196,800
270,000 94,163 140,400 160,313 180,900 202,163 221,400
300,000 104,625 156,000 178,125 201,000 224,625 246,000
330,000 115,088 171,600 195,938 221,100 247,088 270,600
360,000 125,550 187,200 213,750 241,200 269,550 295,200
(continued)
<PAGE>
PENSION PLAN TABLE (continued)
Estimated Annual Pension at Normal Retirement
Age for Representative Years of Credited Service
Highest 45 Years 50 Years
Consecutive Service Service
Five-Year (89.125 (96.25
Average Percent Percent
Compensation Factor) Factor)
<C> <C> <C>
$ 90,000 $ 80,213 $ 86,625
120,000 106,950 115,500
150,000 133,688 144,375
180,000 160,425 173,250
210,000 187,163 202,125
240,000 213,900 231,000
270,000 240,638 259,875
300,000 267,375 288,750
330,000 294,113 317,625
360,000 320,850 346,500
</TABLE>
Compensation covered by the Pension Plan is a participant's salary, as
shown in the Summary Compensation Table on page 7 herein (whether or not
such compensation has been deferred at participant's election). Benefits
are based on a participant's average compensation for five consecutive
years, or, in the case of a participant who has been employed for less than
five full years, the period of his employment covered by the Pension Plan.
Under the Pension Plan, only salary as shown in the Summary Compensation
Table up to the limits imposed by the Internal Revenue Code is taken into
account. The 1995 compensation limit applicable to the Pension Plan is
$150,000.
Included in the information reflected in the above table are the
supplemental retirement benefits which the Corporation provides pursuant to
an Executive Benefit Plan for the benefit of Messrs. Hilsabeck, Strand,
Tyler, Tavlin, Geist, and certain other executive officers. The Executive
Benefit Plan also provides pre-retirement death benefits and long-term
disability benefits. Pension benefits which exceed the limitations imposed
by the Internal Revenue Code are payable under the Executive Benefit Plan.
All pension benefits payable under the Executive Benefit Plan will be paid
outside the Pension Plan as an operating expense.
The named executive officers have the following years of service with
the Corporation and The Lincoln Telephone and Telegraph Company as of
December 29, 1995: Frank H. Hilsabeck, 28 years; James W. Strand, 22
years; Robert L. Tyler, 36 years; Michael J. Tavlin, 9 years; and Jack H.
Geist, 44 years.
COMPENSATION OF DIRECTORS
Full-time officers of the Corporation or its subsidiaries do not
receive additional compensation for serving as members of the Boards of
Directors of the Corporation or its subsidiaries. No additional
compensation is paid if a full-time officer serves on any committee of such
Boards of Directors.
Effective April 26, 1995, non-employees serving as members of the
Corporation's Board of Directors are paid: (a) an annual retainer of
<PAGE>
$8,400, paid in monthly installments of $700; (b) an additional fee of $700
for attendance at each meeting of the Board; (c) an additional fee of
$1,000 for attendance at any meeting of a Board Committee by the Committee
Chairman; (d) an additional fee of $700 for attendance at any meeting of a
Board Committee by other Committee members; and (e) reimbursement of
expenses incurred in connection with such meetings. Non-employee Directors
of the Corporation are not compensated for serving as Directors of the
Corporation's principal subsidiary, The Lincoln Telephone and Telegraph
Company. Total fees paid to Directors in 1995 were $168,210.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Corporation has agreements with Messrs. Hilsabeck, Strand, Tyler,
Tavlin, and Geist which provide that the named executive officer is
entitled to benefits if, after a change in control (as defined), such
executive officer's employment is ended through (i) termination by the
Corporation other than by reason of death or disability or for cause (as
defined), or (ii) termination by the executive officer following the first
anniversary of the change in control or due to a breach of the agreement by
the Corporation or a significant adverse change in his responsibilities.
As used in such agreements, (a) "change in control" means (i) if any person
is or becomes a thirty percent beneficial owner of the Corporation or (ii)
a change in a majority of the members of the Board of Directors of the
Corporation over a two consecutive year period; and (b) "cause" means
termination of an executive's employment by the Corporation after a change
in control based upon willful and intentional conduct causing serious
injury to the Corporation, conviction for a felony or willful and
unreasonable neglect or refusal to perform the executive's duties. The
benefits provided are: (a) a cash termination payment of up to three times
the sum of executive officer's annual salary and his highest annual bonus
during the three years before the termination and (b) continuation of
equivalent hospital, medical, dental, accident, disability and life
insurance coverage as in effect at the termination. The agreements provide
that if any portion of the benefits under the agreements or under any other
agreement would constitute an "excess parachute payment" for purposes of
the Internal Revenue Code of 1986 (the "Code"), benefits are reduced so
that the executive officer is entitled to receive $1.00 less than the
maximum amount which he can receive without becoming subject to the 20%
excise tax imposed by the Code or which the Corporation may pay without
loss of deduction under the Code.
In accordance with agreements pursuant to the Corporation's Executive
Benefit Plan, in the event of a change in control of the Corporation,
entitlement to benefits payable to the named executive officers shall
become vested, provided that such employees shall comply with specified
non-competition and confidentiality requirements of such agreements. The
vested amount shall equal 25% of average final compensation irrespective of
the employee's net credited service on the date of employee's retirement.
If after the change of control the employee's employment is terminated for
reasons other than death or retirement, the vested 25% of average final
compensation shall be payable on the later of his attaining age 60 or his
date of termination.
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board is responsible for
all aspects of the Corporation's compensation package offered to its
<PAGE>
corporate officers, including the named executive officers. The following
report was approved by members of the Executive Compensation Committee.
COMPENSATION POLICIES. The Corporation's principal executive
compensation objective is to compensate executive officers in a manner that
will attract and retain the services of an outstanding management team and
provide incentives to motivate superior performance by key employees. In
light of that objective, the Executive Compensation Committee of the Board
of Directors (the "Committee"), which also serves as the executive
compensation committee for The Lincoln Telephone and Telegraph Company (the
principal subsidiary of the Corporation), has approved a compensation
program for the Corporation's executive officers consistent with the
policies described below. There are currently eight executive officers.
To attract and retain employees, the Corporation's compensation
program provides a base salary and an overall compensation package that are
intended to be competitive and are based upon the following factors.
First, the Committee reviews the financial performance of the Corporation
as compared to the peer group of telecommunications companies (as shown in
the Performance Graph on page 13 which graphically illustrates returns on
investments by stockholders over a five-year period, including reinvestment
of dividends). Second, the Committee reviews competitive, legislative,
regulatory and operational issues which the Corporation has faced during
the past fiscal year, or will face during the ensuing fiscal year. In its
discussions, the Committee evaluates the proactive and reactive actions of
the executive officers concerning these first two factors and subjectively
incorporates the evaluation into its compensation decisions. Third, and
most important to the Committee's considerations, the Committee considers
surveys of executive compensation obtained from available sources. Such
surveys take into account both the telecommunications industry and other
industries nationwide. The surveys include the five mid-sized
telecommunications companies in the Corporation's peer group, as well as a
number of other similarly sized companies in telecommunications or related
industries. The 1994 and 1995 surveys indicated that the compensation of
the Corporation's Chief Executive Officer was significantly below the mid-
point of the survey results after giving consideration to the size of the
Corporation compared to the size of the companies in the survey. Certain
other officers were also below the mid-point of the survey results. The
Committee's actions concerning 1995 salary level adjustments for these
officers included steps to more closely align the salary of the Chief
Executive Officer and other Corporation officers with the mid-point of the
survey results.
To provide incentives to motivate performance, the Corporation's
executive compensation program establishes a direct relationship between
compensation and the Corporation's performance and encourages executives to
acquire an ownership interest in the Corporation. Pursuant to the
provisions of the Plan, eligible executives, who have been chosen in
advance by the Committee, receive a portion of their compensation in the
form of incentive awards ("Short-Term Incentive awards"). The amounts of
such Short-Term Incentive awards are established in accordance with ranges
of earnings and return on equity realized by the Corporation as pre-
determined by the Committee. The minimum return on equity required to
award short-term incentives for 1995 was 15%. Actual results for 1995 as
adjusted by the Committee for a portion of the special one-time or
extraordinary items exceeded that level. In 1995, the Corporation's
earnings and return on equity yielded an aggregate short-term incentive
pool of $330,200 or 22% of composite salaries for eligible executives. The
portion of such incentive pool received by an executive is based on his or
her position of responsibility and individual performance.
<PAGE>
Further, to align the interests of executives with stockholder
interests and to provide a means for the acquisition of an ownership
interest in the Corporation, executives are encouraged to elect to receive
up to 40% of the cash portion of the Short-Term Incentive awards in
Restricted Stock of the Corporation. If such an election is made, the
Committee may increase the stock portion of the award by a multiple not to
exceed two times such stock portion. For 1995, the Committee determined
1.5 to be an appropriate multiple to be applied to the stock portion of the
award to incent ownership, and in view of the two-year period of
restrictions. Finally, the Committee may grant stock options under the
Plan to key executives in amounts that are competitive based upon market
considerations, which are exercisable after three years.
CHIEF EXECUTIVE OFFICER COMPENSATION. The compensation for Mr. Frank
H. Hilsabeck, President and Chief Executive Officer, reported for 1995
reflects the application of the policies described above.
Mr. Hilsabeck also received a Short-Term Incentive award for 1995. On
December 14, 1994, the Committee adopted performance goals for the
Corporation for 1995 for purposes of the Corporation's Short-Term Incentive
awards. As a result of the Corporation's earnings and return on equity and
his performance in 1995, Mr. Hilsabeck received a Short-Term Incentive
award of $102,300 or approximately 27.3% of the aggregate award.
Consistent with the Corporation's desire to encourage acquisition of
an ownership interest in the Corporation, Mr. Hilsabeck elected to receive
Restricted Stock pursuant to the Plan to the maximum permitted of 40% of
the Short-Term Incentive award. The Committee had previously determined to
increase the value of the portion of the award used for the granting of
Restricted Stock by a multiple of 1.5, thereby enabling Mr. Hilsabeck to
receive Restricted Stock with a value of $61,368, as well as a cash award
of $61,392. As of December 29, 1995, Mr. Hilsabeck held unvested
Restricted Stock with an aggregate value of $185,816, including the 1995
award.
Mr. Hilsabeck also participated in other employee benefit plans
available to other executive officers during 1995, which the Committee
believes are competitive, including the Pension Plan, Executive Benefit
Plan, the 401(k) Savings and Stock Ownership Plan and life and health
insurance programs.
INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the Internal
Revenue Code (the "Code") eliminates, subject to certain exceptions, the
deductibility of executive compensation to the extent that any executive's
compensation for any year exceeds $1 million. Exceptions to amounts
included in executive compensation for purposes of Section 162(m) involve
various types of performance-based compensation. As noted above, it is the
Executive Compensation Committee's policy to base a substantial amount of
executive compensation on the Corporation's performance. Currently the
cash compensation levels for the Corporation's executive officers fall
significantly below $1 million. In the event that in the future the annual
remuneration of any executive of the Corporation approaches $1 million, the
Committee will consider the various alternatives to preserving the
deductibility of compensation payments to the extent reasonably practicable
and consistent with its compensation objectives.
<PAGE>
Members of the Executive Compensation Committee for 1995 were:
Duane W. Acklie, Chairman Charles N. Wheatley
Paul C. Schorr, III Lyn Wallin Ziegenbein
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Executive Compensation Committee are
identified above. Mrs. Ziegenbein, a member of the Executive Compensation
Committee, is the spouse of John H. Ziegenbein, of counsel in the law firm
of Woods & Aitken. Woods & Aitken acted as outside counsel for the
Corporation for 1995 for which it received fees of $195,935.
PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
stockholder return by quarter, commencing December 1990 and ending December
1995, on an investment of $100 in (a) shares of the Corporation's Common
Stock; (b) shares of Standard & Poor's telephone company composite; (c)
shares of Standard & Poor's 500 company composite; and (d) shares of the
Corporation's telephone company peer group identified below. The
cumulative total market appreciation includes the cumulative amount of
dividends for the five-year period, assuming dividend reinvestment.
<TABLE>
<CAPTION>
Dec-90 Dec-91 Dec-92 Dec-93 Dec-94 Dec-95
<S> <C> <C> <C> <C> <C> <C>
Lincoln Telecommunications $100 $94 $107 $158 $150 $192
S&P 500 $100 $130 $140 $155 $157 $215
S&P Telephone Index $100 $108 $118 $136 $130 $197
Custom Composite Index $100 $106 $128 $149 $153 $190
(5 Stocks)
The 5-Stock Custom Composite Index includes: Alltel Corp., Cincinnati Bell
Inc., Century Telephone Enterprises, Frontier Corp., and Southern New England
Telecommunications Corp.
</TABLE>
FILING OF REPORTS OF BENEFICIAL OWNERSHIP
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Corporation's executive officers, directors and holders of more than ten
percent of the Corporation's outstanding shares ("Insiders") file reports
(on prescribed forms) of their beneficial ownership of the Corporation's
stock and furnish copies of such forms to the Corporation. Based solely on
a review of the copies of such forms furnished to the Corporation, or
written representations that no Form 5 was required to be filed, the
Corporation believes that, during its fiscal year commencing January 1,
1995, and ending December 31, 1995, all Forms 3, 4 and 5 required by
Section 16(a) to be filed by Insiders were filed on a timely basis, except
that Mr. Strand reported in a late Form 4 filing, the sale of 500 shares of
Corporation stock.
<PAGE>
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation, on the recommendation of
the Audit Committee, has reappointed KPMG Peat Marwick LLP as the Company's
independent certified public accountants for the calendar year ending
December 31, 1996. This accounting firm has audited the financial
statements of The Lincoln Telephone and Telegraph Company (LT&T)
continuously since calendar year 1946, and has audited the consolidated
financial statements of the Corporation and its other subsidiaries since
their respective dates of incorporation, as well as LT&T. Representatives
of KPMG Peat Marwick LLP will be present at the Annual Meeting of Stockholders
with the opportunity to make any statements they desire and to respond to
appropriate questions.
OTHER BUSINESS AT THE ANNUAL MEETING OF STOCKHOLDERS
Management is not aware of any business which properly may be
presented for action at the meeting other than the matters set forth in the
Notice of Annual Meeting. Should any other matter requiring a vote of the
stockholders properly arise, the enclosed proxy gives discretionary
authority to the persons named in the proxy to vote on such matters in
accordance with their best judgment.
DATE OF RECEIPT OF PROPOSALS
All stockholder proposals intended for inclusion in the Corporation's
1997 proxy materials and for presentation at the Corporation's 1997 Annual
Meeting set in the Corporation's By-Laws as the fourth Wednesday in April,
or April 23, 1997, must be received by the Corporation (Attn: Corporate
Secretary) not later than November 18, 1996. In addition, the
Corporation's By-Laws establish procedures for stockholder nominations for
election of directors and bringing business before the Annual Meeting of
the Corporation's stockholders. Among other requirements, to bring
business before the 1997 Annual Meeting or to nominate a person for
election as a director, a stockholder must give written notice to the
Secretary of the Corporation not less than 90 days prior to April 23, 1997,
or in the event an earlier date is set by the Board of Directors within ten
days after the first public disclosure of the earlier date. The notice
must contain certain information concerning the proposed business or the
nominee and the stockholder making the proposal. Any stockholder
interested in making a nomination or proposal should request a copy of the
applicable By-Law provisions from the Secretary of the Corporation.
By order of the Board of Directors
LINCOLN TELECOMMUNICATIONS COMPANY
/s/ Michael J. Tavlin
Michael J. Tavlin, Secretary
Lincoln, Nebraska
March 22, 1996
<PAGE>
