<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Richey Electronics, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LETTERHEAD]
March 25, 1998
Dear Fellow Stockholder:
Enclosed is Richey Electronics, Inc.'s 1997 Annual Report on Form 10-K,
1998 Proxy Statement and form of proxy and formal notice of the 1998 Annual
Meeting of Stockholders. As you will see, 1997 was an excellent year for our
company.
On behalf of the Board of Directors, I cordially invite you to attend
the Annual Meeting, which will be held on May 5, 1998, at 2:00 P.M. at the
Company's headquarters, 7441 Lincoln Way, Garden Grove, California.
We hope that you will be able to attend the Annual Meeting and look
forward to seeing you there.
Sincerely,
/s/ William C. Cacciatore
William C. Cacciatore
Chairman, CEO & President
WCC:y
Enclosures
<PAGE>
RICHEY ELECTRONICS, INC.
7441 LINCOLN WAY
GARDEN GROVE, CALIFORNIA 92642
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 1998
TO THE STOCKHOLDERS OF RICHEY ELECTRONICS, INC.:
You are cordially invited to attend the 1998 annual meeting of
stockholders (the "Annual Meeting") of Richey Electronics, Inc. (the "Company")
to be held on May 5, 1998, at 2:00 p.m., at the Company's principal executive
offices located at 7441 Lincoln Way, Garden Grove, California 92642, for the
following purposes:
1. To elect the following six directors of the Company to hold office until
the 1998 annual meeting of stockholders:
Thomas W. Blumenthal Edward L. Gelbach Norbert W. St. John
William C. Cacciatore Greg A. Rosenbaum Donald I. Zimmerman
2. To consider and act upon a proposal to ratify the appointment of McGladrey
& Pullen, LLP as the Company's independent public accountants for 1998.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 20, 1998
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
/s/ RICHARD N. BERGER
Richard N. Berger
SECRETARY
March 25, 1998
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY
CARD IN THE POST-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
RICHEY ELECTRONICS, INC.
7441 LINCOLN WAY
GARDEN GROVE, CALIFORNIA 92642
ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1998
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished by Richey Electronics, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the 1998 annual meeting of stockholders to
be held at the Company's principal executive offices located at 7441 Lincoln
Way, Garden Grove, California 92642, on May 5, 1998 beginning at 2:00 p.m. or
at any adjournments or postponement thereof (the "Annual Meeting"), for the
purposes set forth in the foregoing Notice.
This Proxy Statement and the accompanying Proxy are first being mailed to
the Company's stockholders on or about March 25, 1998. The Annual Report on
Form 10-K for the year ended December 31, 1997 is being mailed to stockholders
with this Proxy Statement.
VOTING
There were 9,124,113 shares of the Company's common stock (the "Common
Stock") issued and outstanding on March 20, 1998, which has been fixed as the
record date for the purpose of determining stockholders entitled to notice of
and to vote at the Annual Meeting (the "Record Date"). For each matter
submitted to the vote of the stockholders, each holder of Common Stock will
be entitled to one vote, in person or by proxy, for each share of Common
Stock held by such holder on the books of the Company as of the Record Date.
The presence, in person or by proxy, of a majority of the shares entitled
to vote will constitute a quorum for the Annual Meeting. Votes cast by proxy
or in person at the Annual Meeting will be counted by an appointed inspector of
election. The election inspector will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum for the transaction of
business, but they will not be counted as affirmative or negative votes. The
election inspector will treat shares referred to as "broker non-votes" (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote or that the
broker or nominee does not have discretionary power to vote on a particular
matter) as shares that are not present and entitled to vote for purposes of
determining the presence of a quorum for the transaction of business and they
will not be counted for purposes of determining whether a proposal has been
approved.
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this Proxy Statement
has the power to revoke it at any time before its exercise. Such revocation
may be effected by a writing delivered to the Company
<PAGE>
stating that the proxy is revoked or by executing a subsequent proxy and
presenting it at the meeting, or by attendance at the meeting and voting in
person.
SOLICITATION
The Company will bear the entire cost of preparing, assembling, printing
and mailing this Proxy Statement and the accompanying Proxy. In addition to
the use of the mails, proxies may be solicited by officers, directors and other
regular employees of the Company by telephone, facsimile or other personal
solicitation, and no additional compensation will be paid to such individuals.
The Company will, if requested, reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses incurred in
mailing proxy materials to their principals.
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
BOARD MEETINGS AND DIRECTOR COMPENSATION
During 1997 there were four meetings of the board of directors of the
Company (the "Board" or "Board of Directors"). In 1997, each director attended
75% or more of the total of all meetings held by the Board and the committees
on which he served. The only standard arrangement pursuant to which the
Company compensates directors for their services as directors is a $21,000
annual retainer for each outside director of the Company. Directors are
eligible to participate in the Company's 1992 Stock Option Plan.
BOARD COMMITTEES
The Company has standing audit and compensation committees. The Company
does not have a standing nominating committee.
AUDIT COMMITTEE. The Company's Audit Committee consists of three non-
employee directors: Thomas W. Blumenthal, Greg A. Rosenbaum and Donald I.
Zimmerman. Responsibilities of the Audit Committee include (i) reviewing
financial statements and consulting with the independent auditors concerning
the Company's financial statements, accounting and financial policies and
internal controls, (ii) reviewing the scope of the independent auditors'
activities and the fees of the independent auditors and (iii) maintaining good
communications among the Audit Committee, the Company's independent auditors
and the Company's management on accounting matters. The Audit Committee held
four meetings during 1997.
COMPENSATION COMMITTEE. The Company's Compensation Committee consists of
three non-employee directors: Thomas W. Blumenthal, Edward L. Gelbach and
Donald I. Zimmerman. The Compensation Committee is responsible for reviewing
and approving, within its authority, compensation, benefits, training and other
human resource policies and making recommendations concerning such matters to
the Board of Directors. The Compensation Committee held four meetings during
1997.
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Bylaws provide that the Board of Directors will consist of
three or more members, the exact number to be fixed by a resolution of the
Board of Directors. A Board of six directors is to be elected at the Annual
Meeting.
2
<PAGE>
Certain information regarding the Company's directors and nominees for
election as directors, including their respective ages, principal occupations
(including terms as director of the Company) and information regarding the
aggregate number of shares of Common Stock beneficially owned by each of them
as of the Record Date, is set forth in the tables below.
BIOGRAPHICAL INFORMATION
DIRECTORS. The following table gives certain information as to each
director and nominee for director of the Company as of the Record Date:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William C. Cacciatore....... 63 Chairman, President and Chief Executive Officer
Norbert W. St. John......... 66 Executive Vice President - Marketing, Director
Greg A. Rosenbaum(1)........ 45 Assistant Secretary, Director
Donald I. Zimmerman(1)(2)... 58 Director
Thomas W. Blumenthal(1)(2).. 39 Director
Edward L. Gelbach(2)........ 68 Director
</TABLE>
- ----------------
(1) Member, Audit Committee of the Board of Directors.
(2) Member, Compensation Committee of the Board of Directors.
WILLIAM C. CACCIATORE has served as the Company's Chairman of the Board,
President and Chief Executive Officer since April 1993. Mr. Cacciatore also
served as Chairman, President and Chief Executive Officer of RicheyImpact
Electronics, Inc. ("RicheyImpact") from December 1990 until April 1993.
NORBERT W. ST. JOHN has been a director of the Company and has served as
the Company's Executive Vice President - Marketing since October 1993.
Mr. St. John served as the Executive Vice President - Operations of the Company
from April 1993 to October 1993. Mr. St. John also served as Executive Vice
President - Operations for RicheyImpact from December 1990 until April 1993.
GREG A. ROSENBAUM has been a director of the Company since April 1993,
served as the Company's Treasurer from April 1993 through February 1995 and has
served as Assistant Secretary since April 1993. Mr. Rosenbaum served as
Treasurer and as Assistant Secretary of RicheyImpact from December 1990 until
April 1993. Mr. Rosenbaum has been President of Palisades Associates, Inc.
("Palisades"), a merchant banking and consulting company, since 1989. Mr.
Rosenbaum is a director of Varlen Corporation, a diversified manufacturer of
precision components for the transportation and laboratory equipment markets.
DONALD I. ZIMMERMAN has been a director of the Company since April 1993.
Mr. Zimmerman was President of Barclay and Company, Inc., an import/export
company doing business with the Far East as well as holding real estate
investments and operating companies in the United States, from 1973 until
August 1996 when it was dissolved. Since August 1996, Mr. Zimmerman has been a
general partner of Barclay Associates, a real estate investor. Mr. Zimmerman
served as President, Chief Executive Officer and
3
<PAGE>
Chairman of the Board of a predecessor of the Company, Brajdas Corporation
("Brajdas"), from 1985 until April 1993 and as Chief Financial Officer of
Brajdas from September 1992 until April 1993.
THOMAS W. BLUMENTHAL has been a director of the Company since May 1994.
Mr. Blumenthal is a Vice President of The Baupost Group, L.L.C., a money
management firm, where he has been an Investment Analyst since June 1993.
Mr. Blumenthal was employed in the corporate finance department of Dean Witter
Reynolds Inc. from October 1986 through May 1993, serving as a managing
director from December 1989 through May 1993.
EDWARD L. GELBACH has been a director of the Company since October 1993.
Mr. Gelbach served as a director of RicheyImpact from December 1990 through
April 1993. From 1989 until the present, Mr. Gelbach has been a private
investor. Mr. Gelbach is a director of Bell Microproducts, a distributor of
high technology semiconductor and computer products, and of ETEC, a
manufacturer of mask pattern generation equipment.
OTHER EXECUTIVE OFFICERS OF THE COMPANY
The following table gives certain information as of the Record Date as to
each executive officer who is not also a nominee for director of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Richard N. Berger.... 47 Vice President, Chief Financial Officer,
Treasurer and Secretary
Charles W. Mann...... 57 Vice President - Value-Added Services
William Class........ 51 Vice President - Director of Sales
</TABLE>
RICHARD N. BERGER has served as the Company's Vice President, Chief
Financial Officer and Secretary since April 1993 and the Company's Treasurer
since February 1995. Mr. Berger was the Director of Finance and Administration
for RicheyImpact from March 1992 until April 1993.
CHARLES W. MANN has served as the Company's Vice President - Value-Added
Services since October 1993. Mr. Mann has been responsible for value-added
services since April 1993. Mr. Mann was also responsible for value-added
services for RicheyImpact from April 1991 to April 1993.
WILLIAM CLASS has been Vice President - Director of Sales since July 1997.
From January 1996 to June 1997, Mr. Class was Vice President and Area Director,
from March 1994 to January 1996, he was a Vice President and the General
Manager of the Northern California region and from April 1993 to March 1994, he
was the General Manager of the Northern California region. Mr. Class was also
the General Manager of the Northern California region for RicheyImpact from
December 1991 until April 1993.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, the beneficial
owners of more than 5% of the Common Stock, the Company's only class of voting
securities, as known to the Company. In addition, the table sets forth the
beneficial ownership of the Common Stock by (i) each of the Company's
directors, nominees for director and executive officers named in the Summary
Compensation Table (the "Named Executive Officers") and (ii) all directors and
executive officers of the Company as a group. In each instance, information as
to the number of shares owned and the nature of the ownership has been provided
by the individual or entity described and is not within the direct knowledge of
the Company. The number of shares beneficially owned by each director and
executive officer is determined under rules of the Securities and Exchange
Commission (the "Commission") and such information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has the
sole or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of the Record Date, through
the exercise of any stock option or other right. Unless otherwise indicated,
to the Company's knowledge, each person has sole voting and investment power
(or shares such powers with his or her spouse) with respect to the shares set
forth in the following table. Unless otherwise indicated, the address of each
person is the address of the Company set forth above.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- ----------------------- ----------------
<S> <C> <C>
William C. Cacciatore (1)................................ 619,755 6.77%
Norbert W. St. John (1)(2)............................... 365,034 3.99%
Greg A. Rosenbaum (3).................................... 294,612 3.23%
Donald I. Zimmerman...................................... 528,459 5.79%
Thomas W. Blumenthal (4)................................. 129,044 1.41%
Edward L. Gelbach (5).................................... 252,410 2.77%
Richard N. Berger (6).................................... 39,129 *
Charles W. Mann (6)(7)................................... 41,429 *
William Class (6)........................................ 33,129 *
Deborah Levy (8)......................................... 876,488 9.61%
The Kaufmann Fund (9).................................... 500,000 5.48%
Kern Capital Management, LLC (10)........................ 620,800 6.80%
Morgan Grenfell Capital Management (11).................. 535,900 5.87%
Palisade Capital Management, L.L.C. (12)................. 987,357 10.47%
Ryback Management Corporation (13)....................... 1,335,266 12.92%
The Northwestern Mutual Life Insurance Company (14)...... 502,656 5.22%
Wanger Asset Management (15)............................. 538,000 5.90%
Wellington Management (16)............................... 602,200 6.60%
All directors and executive officers as a group
(9 persons).............................................. 2,303,001 24.79%
</TABLE>
5
<PAGE>
FOOTNOTES TO BENEFICIAL OWNERSHIP TABLE
* Less than one percent.
(1) Includes 25,735 shares which are issuable upon the exercise of outstanding
options exercisable within 60 days.
(2) Such shares are owned indirectly as Trustee for The Norbert W. St. John
Trust.
(3) Includes 255,252 shares which are owned by Palisades Associates, Inc.
Mr. Rosenbaum, a director of the Company, owns 60% of Palisades with his
wife, who owns 40% of Palisades. Mr. Rosenbaum may be deemed to
beneficially own the shares owned by Palisades. Also includes the
following: (a) 13,120 shares which are held as Custodian for Eli S.
Rosenbaum; (b) 13,120 shares which are held as Custodian for Elliott J.
Rosenbaum; and (c) 13,120 shares which are held as Custodian for Eve H.
Rosenbaum. Mr. Rosenbaum has sole voting and dispositive power as to
these shares held as Custodian for his children.
(4) Includes 15,000 shares which are issuable upon the exercise of outstanding
options exercisable within 60 days.
(5) Such shares are owned indirectly as general partner of ELG, Limited.
(6) Includes 33,129 shares which are issuable upon the exercise of outstanding
options exercisable within 60 days.
(7) Includes 2,400 shares as to which Mr. Mann has sole voting and investment
power, 2,000 shares as to which Mr. Mann has shared voting and investment
power with his wife, and 3,200 shares as to which Mr. Mann's wife has sole
voting and investment power.
(8) Address is 300 Drakes Landing Road, Suite 100, Greenbrae, California
94904.
(9) The Kaufmann Fund, Inc. (whose address is 140 E. 45th Street, 43rd Floor,
New York, New York 10017) has filed a Schedule 13G Amendment No. 3 dated
February 27, 1998 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), stating that it held sole voting power and sole
dispositive power with respect to 500,000 shares of the Common Stock.
(10) Kern Capital Management, LLC, together with its controlling members
Robert E. Kern Jr., and David G. Kern (whose addresses are 144 West 47th
Street, Suite 1926, New York, New York 10036) have filed a Schedule 13G
dated February 13, 1998 under the Exchange Act stating that Kern Capital
Management, LLC held sole voting power and sole dispositive power with
respect to 620,800 shares of the Common Stock. Robert E. Kern Jr., and
David G. Kern state that as controlling members of Kern Capital
Management, LLC they may be deemed to be the beneficial owner of the
Common Stock owned by Kern Capital Management, LLC but beneficial
ownership of the Common Stock is denied by each of them.
(11) Morgan Grenfell Capital Management Incorporated (whose address is 885
Third Avenue, New York, New York 10022) has filed a Schedule 13G under the
Exchange Act (an undated copy of which was sent to the Company on February
10, 1997), stating that it held sole voting power with respect to 117,300
shares of Common Stock and sole dispositive power with respect to 535,900
shares of Common Stock.
6
<PAGE>
(12) Palisade Capital Management, L.L.C. (whose address is One Bridge Plaza,
Suite 695, Fort Lee, New Jersey 07024) has filed a Schedule 13G Amendment
No. 1 dated March 10, 1998 under the Exchange Act, stating that as of
February 28, 1998 it held sole voting power and sole dispositive power
with respect to 987,357 shares (representing 680,100 shares of issued and
outstanding Common Stock and 307,257 shares of Common Stock issuable upon
the conversion of the 7% Convertible Subordinated Notes due 2006 of the
Company). The 307,257 shares of Common Stock issuable upon such
conversion are treated as outstanding for purposes of computing the
percent of class of Palisade Capital Management, L.L.C. but are not
treated as outstanding for purposes of computing the percent of class of
any other persons.
(13) Ryback Management Corporation (whose address is 7711 Carondelet Ave., Box
16900, St. Louis, Missouri 63105) has filed a Schedule 13G Amendment No. 1
dated January 23, 1998 under the Exchange Act, stating that it held sole
voting power and sole dispositive power with respect to 1,335,266 shares
of Common Stock (representing 125,000 shares of issued and outstanding
Common Stock managed by Ryback Management Corporation and 1,210,266 shares
of Common Stock issuable upon the conversion of the 7% Convertible
Subordinated Notes due 2006 of the Company held by Lindner Dividend Fund).
The 1,210,266 shares of Common Stock issuable upon such conversion are
treated as outstanding for purposes of computing the percent of class of
Ryback Management Corporation and Lindner Dividend Fund but are not
treated as outstanding for purposes of computing the percent of class of
any other persons.
(14) The Nortwestern Mutual Life Insurance Company (whose address is 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202) has filed a Schedule 13G
dated February 11, 1998 under the Exchange Act, stating that it has sole
voting and dispositive power with respect to 495,576 shares of Common
Stock issuable upon the conversion of the 7% Convertible Subordinated
Notes due 2006 of the Company held by The Northwestern Mutual Life
Insurance Company and shared voting and dispositive power with respect to
7,080 shares of Common Stock issuable upon the conversion of the 7%
Convertible Subordinated Notes due 2006 of the Company held by The
Northwestern Mutual Life Insurance Company Group Annuity Separate Account.
(15) Wanger Asset Management, L.P. together with its general partner Wanger
Management Ltd. (whose addresses are 227 West Monroe Street, Suite 3000,
Chicago, Illinois 60606) has filed a Schedule 13G Amendment No. 1 dated
February 6, 1998 under the Exchange Act, stating that as of December 31,
1997 it held shared voting power and shared dispositive power with respect
to 538,000 shares of the Common Stock.
(16) Wellington Management Company, LLP (whose address is 75 State Street,
Boston, Massachusetts 02109) has filed a Schedule 13G Amendment No. 1
dated January 17, 1998 under the Exchange Act, stating that as of December
31, 1997 it held shared voting power with respect to 497,200 shares of the
Common Stock and shared dispositive power with respect to 602,200 shares
of the Common Stock.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Company's
Chief Executive Officer ("CEO") and its next four most highly compensated
executive officers serving at December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------------
----------------------- SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ OPTIONS #
- --------------------------- ---- -------- ------- ---------------------
<S> <C> <C> <C> <C>
William C. Cacciatore 1997 313,500 146,409 -
Chairman, President and Chief 1996 285,000 99,209 14,600
Executive Officer 1995 245,000 112,896 14,723
Norbert W. St. John 1997 192,500 60,930 -
Executive Vice President- 1996 175,000 52,920 14,600
Marketing 1995 150,000 58,130 14,723
Richard N. Berger 1997 148,500 50,953 -
Vice President, Chief Financial 1996 135,000 40,824 -
Officer and Secretary 1995 115,000 43,723 -
Charles W. Mann 1997 148,500 52,138 -
Vice President- 1996 135,000 40,824 -
Value-Added Services 1995 117,500 43,400 -
William Class 1997 127,500 45,509 -
Vice President- 1996 105,000 40,308 -
Director of Sales 1995 54,314 18,831 -
</TABLE>
The following table sets forth certain information with respect to
unexercised options to purchase the Company's Common Stock held by the Named
Executive Officers on December 31, 1997.
OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE TABLE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1997 AT DECEMBER 31, 1997(1)
ACQUIRED ON VALUE --------------------------- --------------------------
NAME EXERCISE RECEIVED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. Cacciatore.... 0 $ 0 22,054 21,992 $ 76,353 $50,540
Norbert W. St. John..... 0 0 22,054 21,992 76,353 50,540
Richard N. Berger....... 0 0 33,129 11,041 140,798 46,924
Charles W. Mann......... 0 0 33,129 11,041 140,798 46,924
William Class........... 0 0 33,129 11,041 140,798 46,924
</TABLE>
- ------------------
(1) Options are "in-the-money" at fiscal year-end if the fair market value of
the underlying securities on such date exceeds the exercise price of the
option. The amounts set forth represent the difference between the
closing price of the Company's Common Stock on December 31, 1997 ($10.25)
and the exercise price of the options, multiplied by the applicable number
of options.
8
<PAGE>
EMPLOYMENT AGREEMENTS. The Company has entered into an employment
agreement with each of Messers Cacciatore, St. John, Berger and Mann (each of
them is sometimes referred to herein as "Employee"). The term of each
Employee's employment agreement expires in April 1999, but will be
automatically extended for consecutive periods of two years each unless the
Company gives such Employee written notice of non-extension, no later than 180
days prior to the expiration of the then applicable term, in which case his
employment will end upon the expiration of the then applicable term. Each
employment agreement provides that Employee's employment may be terminated at
any time prior to the expiration of the term, by the Company or by Employee,
and that if such termination is by the Company without cause or by Employee for
"good reason" (which includes a material diminishment in his responsibilities),
such Employee will be entitled to receive, in addition to the pro rata portion
of the base salary theretofore earned but unpaid, a bonus for the year of
termination and an amount equal to the greater of (i) twelve months' base
salary plus bonus and (ii) the base salary plus bonus that would have been paid
had his employment continued for the balance of the then applicable term, plus
any additional two-year period for which the date for giving notice of non-
extension has passed without such notice having been given. Pursuant to the
respective employment agreements of Messers Cacciatore, St. John, Berger and
Mann, their annual base salaries are subject to upward adjustment as approved
by the Company's Compensation Committee. Their employment agreements provide
that they shall be eligible to participate in the Company's bonus plan and all
other benefits available to other senior management employees of the Company as
approved by the Compensation Committee. Mr. Class was party to an employment
agreement with the Company which expired December 31, 1997. A new employment
agreement between Mr. Class and the Company has not been executed and he is an
at-will employee of the Company.
BONUS PLAN. The Company has adopted a bonus plan which provides the Named
Executive Officers with annual performance bonuses. These bonuses are
calculated as a percentage of the employee's base salary, using various
measures of individual and overall Company performance, including return on net
assets employed. Bonuses are accrued monthly and paid at the direction of the
Compensation Committee of the Board of Directors.
401(K) PLAN. The Company has adopted a combined 401(k) profit sharing
plan covering employees at least 21 years of age who have completed at least
three consecutive months of service. Pursuant to the 401(k) feature of the
plan, eligible employees may make salary deferred (before tax) contributions of
up to 15% of their eligible compensation (including salary, commissions and
bonuses) per plan year up to a specified maximum contribution, as determined by
the Internal Revenue Service. The Company may make discretionary matching
contributions in an amount equal to a percentage up to 6% of the employee's
eligible compensation for the period in question. The plan also has a profit
sharing feature which permits the Company to make an additional discretionary
contribution. To date, no matching or profit sharing contributions have been
made. Under this plan, an employee's interest in the value of any employer
matching or profit sharing contributions vests based on the number of years of
service, fully vesting after six years of service. Employees may invest their
contributions in any one of five investment funds.
STOCK APPRECIATION RIGHTS PLAN. The Company has a Stock Appreciation
Rights Plan. To date, no rights have been granted under such plan.
STOCK OPTION PLAN. The Company's Amended and Restated 1992 Stock Option
Plan (the "1992 Plan"), was adopted to provide for the granting of options to
employees, directors and consultants of the Company and its affiliates. The
Company estimates that approximately 1,200 employees and six (6) consultants,
along with all current directors of the Company, are currently eligible to
receive option grants under the 1992 Plan. The Company, by means of the 1992
Plan, seeks to retain the services of persons now employed by or serving as
consultants or directors to the Company, to secure and retain the services of
persons capable of filling such positions and to provide incentives for such
persons to exert maximum efforts toward the success of the Company. The 1992
Plan provides for the granting of Incentive Stock
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Options ("ISOs") as that term is used in Section 422 of the Code, as well as
for the granting of Supplemental Stock Options ("SSOs") which do not qualify
as incentive stock options under the Code.
The 1992 Plan is administered by the Board or by a committee composed of
not fewer than two directors (the "Committee"). To the extent deemed necessary
or advisable by the Board, each Committee member shall meet the definition of
(i) a "nonemployee director" for purposes of satisfying the requirements of
Rule 16b-3 and (ii) an "outside director" for purposes of satisfying the
requirements of Section 162(m). The Board or the Committee determines from
time to time which of the persons eligible under the 1992 Plan shall be granted
options, when and how the options shall be granted, whether such options shall
be ISOs or SSOs and the provisions of each of the options (which need not be
identical), subject to the restrictions set forth in the 1992 Plan. ISOs may
be granted only to employees (including officers) of the Company and its
affiliates while SSOs may be granted to employees (including officers) and
directors of, or consultants to, the Company and its affiliates.
The exercise price of each ISO shall not be less than one hundred percent
(100%) of the fair market value of the stock subject to the option on the date
the option is granted, and the exercise price of any SSO shall not be less than
eighty-five percent (85%) of the fair market value of the stock subject to the
option on the date the option is granted (provided, that any option that is
intended to satisfy the requirements of Section 162(m) shall have an exercise
price of not less than one hundred percent (100%) of the fair market value of
the stock subject to the option on the date the option is granted). Generally,
an option shall terminate three months after termination of the optionee's
employment or relationship as a consultant to, or director of, the Company or
its affiliates, and an option shall not be transferable except by will or the
laws of descent and distribution (although an SSO may also be transferred
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder).
The 1992 Plan permits options granted to be either qualified ISOs pursuant
to the Code or non-qualified stock options, as the Board may elect. A
qualified ISO pursuant to the Code results in no taxable income to the optionee
and no deduction to the Company at the time it is granted or exercised. If the
optionee retains the stock received as a result of an exercise of a qualified
ISO for at least two years from the date of the grant and one year from the
date of exercise, then the gain is treated as capital gain. If the optionee
retains the stock for more than twelve months but not more than eighteen
months, any gain will be treated as mid-term capital gain and generally taxed
at a rate of 28%. If the optionee retains the stock for more than eighteen
months, any gain will be treated as long-term capital gain and generally taxed
at a rate of 20%. Different tax rates may apply to mid-term and long-term
capital gain if the taxpayer is in the 15% tax bracket. Additionally, special
rules apply that may allow taxpayers who hold their stock for more than five
years to receive a capital gains rate that is lower than the normal long-term
capital gains rate. If the shares are disposed of within two years of the date
of the grant or within one year of the date of exercise, the optionee will
realize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock received over the exercise price of such
shares, and the Company will generally be entitled to a tax deduction for the
same amount. The Company receives a tax deduction only if the shares are
disposed of during such period. A non-qualified SSO results in no taxable
income to the optionee or deduction to the Company at the time it is granted.
Upon exercise of a non-qualified SSO, the optionee will, at that time, realize
ordinary income in an amount equal to the excess of the then fair market value
of the shares of Common Stock received over the exercise price of such shares.
That amount increases the optionee's basis in the stock acquired pursuant to
the exercise of the non-qualified option. Upon a subsequent sale of the stock,
the optionee will generally recognize additional capital gain or loss. The
Company generally will be allowed a federal income tax deduction for the amount
recognized as ordinary income by the optionee upon the exercise of a non-
qualified SSO.
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The Board may at any time, and from time to time, amend the 1992 Plan.
However, no amendment shall be effective unless approved by the stockholders of
the Company where such amendment would: (i) increase the number of shares
reserved for issuance pursuant to options granted under such plan; (ii) modify
the requirements as to eligibility for participation in such plan (to the
extent that such modification requires stockholder approval in order for such
plan to satisfy the requirements of Section 422(b) of the Code); or (iii)
modify such plan in any other way if such modification requires stockholder
approval in order for such plan to satisfy the requirements of Section 422(b)
of the Code.
No options were granted during 1997 to executive officers or directors.
Options granted during 1997 to all employees as a group totaled 60,500 shares
of Common Stock at a weighted average exercise price of $12.875 per share and
options granted to one employee in such group totaled 15,000 shares of Common
Stock. The closing market price of the Common Stock as reported on the
Nasdaq Stock Market on March 20, 1998 was $9 5/8. The number of shares of
Common Stock that may be subject to options granted in the future under the
1992 Plan to directors, executive officers and employees of the Company is
not determinable at this time.
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NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE EXCHANGE ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING
THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The executive compensation program is administered by the Compensation
Committee of the Board of Directors and is designed to attract, retain and
motivate executive personnel whose sustained performance will increase
stockholder value through successful achievement of short-term corporate goals
and long-term company objectives. The compensation program is directly
integrated with the achievement of the Company's strategic business plans but
remains subject to the discretion of the Company's Compensation Committee. The
following program components have been designed to meet these objectives:
BASE SALARY
The base salary program is designed to pay for individual performance
within a structure that is internally equitable and externally competitive with
comparable companies. Base salaries are a function of the relative value and
potential impact of each position on the performance of the Company. Value is
measured by responsibilities and complexity of the position.
The program is designed to provide executives who continue to meet
performance expectations with base compensation that is competitive with median
market rates at comparable companies. Each year the Company compares base
salary, bonus and total compensation ranges of its executives to those of
similar positions in comparable companies, as reported by the Company's peer
group. Secondarily, the Compensation Committee reviews available salary
surveys conducted by independent consulting firms. These independent surveys
are also used to develop a merit increase budget. Within this budget,
executives may or may not receive a base salary increase dependent upon
performance in the prior year and their position relative to comparable company
positions. The amount of the increase will vary with individual performance
against established performance objectives.
ANNUAL INCENTIVE BONUS
A target bonus is paid when both financial performance (as measured by
return on net assets employed) and individual performance objectives are met.
Financial goals are directly related to the strategic business plan.
Individual performance goals are value added, representing achievements of
annually agreed upon objectives beyond normal position expectations, with an
emphasis on long-term corporate strategy.
If both objectives are not met, the bonus will be reduced. If performance
is below the minimum threshold for both objectives, there will be no bonus.
Similarly, if performance exceeds the objectives, a higher bonus will be paid,
subject to a cap.
STOCK OPTIONS
The Amended and Restated 1992 Stock Option Plan rewards executives for
long-term strategic management and enhancement of stockholder value. It
promotes recruitment and retention of key executive
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personnel by providing meaningful incentives dependent upon successful
corporate performance. Stock options are awarded based upon overall
evaluation of each executive.
COMPANY PERFORMANCE AND CHIEF EXECUTIVE OFFICER COMPENSATION
As discussed previously, the Company's executive compensation program,
including that of the CEO, is based on business performance, both short-term
(base salary and part of the annual incentive bonus) and long-term (part of
annual incentive bonus and stock options). The compensation of the CEO serves
as a model for this pay-for-performance program.
Record sales and earnings in 1997 were reported despite the second half
slowdown generally experienced in the electronic distribution market. In 1997,
the Company achieved the full integration of its 1995 acquisition of Deanco
with the related cross-selling benefits and operating leverage that this
acquisition was expected to contribute. The Company also rationalized and
extended its franchise product lines increasing its penetration of "national"
franchises (domestic United States distribution agreements) from 75% of total
product lines in 1996 to 88% in 1997. Further extending its geographic
coverage, the Company acquired the business of Simmonds Technologies, Inc., a
complementary Canada-wide distributor of interconnect, electromechanical and
passive components. Suppliers demonstrated their confidence in and support for
the Company's move into Canada by extending "North American" franchise
agreements representing 82% of the Company's total product lines.
Mr. Cacciatore's strategic direction played a key role in the
achievement of this performance. His annual incentive bonus for 1997 was
based upon the achievement of financial (60%) and non-financial (40%) goals.
Financial performance, as measured by return on net assets employed in the
business, was approximately on target. Non-financial achievements included
the reorganization of the Company to support its North American expansion,
negotiation and implementation of the acquisition of Simmonds Technologies,
Inc., developing the Company's management resources and positioning the
Company to achieve its earnings objectives which will lead to the creation of
shareholder value. Compensation adjustments for Mr. Cacciatore were
consistent with this performance.
Respectfully submitted,
Thomas W. Blumenthal
Edward L. Gelbach
Donald I. Zimmerman
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NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OR THE EXCHANGE ACT THAT MIGHT
INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN
PART, THE FOLLOWING STOCKHOLDER RETURN PERFORMANCE PRESENTATION SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the Company's cumulative total
stockholder return on its Common Stock with the return of the Nasdaq Market
Index and a peer group* constructed by the Company. The graph assumes $100
invested on March 1, 1993 with all dividends fully reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
- ----------------------FISCAL YEAR ENDING-----------------
COMPANY 1993 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
RICHEY ELECTRONICS INC 100 62.34 67.53 135.07 120.83 106.54
PEER GROUP 100 125.70 124.20 160.71 184.66 208.78
BROAD MARKET 100 119.85 125.84 163.22 202.83 248.10
</TABLE>
ASSUMES $100 INVESTED ON MARCH 1, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
The dates above refer to the following fiscal year ends:
1993 - February 26, 1993; 1993 - December 31, 1993; 1994 - December 31,
1994; 1995 - December 31, 1995; 1996 - December 31, 1996; 1997-December
31, 1997.
* The peer group is weighted according to the stock market capitalization
for the following stocks: All American Semiconductor, Inc., Arrow
Electronics, Inc., Avnet, Inc., Bell Industries, Inc., Jaco Electronics,
Inc., Kent Electronics Corporation, Marshall Industries, Pioneer-Standard
Electronics, Inc., Richardson Electronics, Ltd. and Sterling Electronics
Corporation. Wyle Laboratories which was included in the peer group
selected for the line graph in the proxy statement for the 1997 annual
meeting of stockholders is no longer in the peer group because it was
acquired in 1997 and subsequently delisted.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee, of which Thomas W. Blumenthal,
Edward L. Gelbach and Donald I. Zimmerman are members. Mr. Zimmerman was
formerly an officer of Brajdas (a predecessor of the Company). Included in the
discussion below is certain information regarding certain relationships
involving Mr. Zimmerman.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the dissolution of Barclay and Company, Inc.
("Barclay") in 1996, Barclay distributed pro rata to its shareholders all of
its shares of the Company's Common Stock. Donald I. Zimmerman, a director
and member of the Compensation Committee, was the President and a significant
shareholder of Barclay prior to its dissolution. In connection with such
distribution by Barclay, the shareholders of Barclay succeeded to certain
"piggyback" and demand registration rights with respect to the Company's
Common Stock which were acquired by Barclay in 1993 and apply with respect to
1,142,857 shares of the Company's Common Stock. These rights are currently
exercisable and continue until March 1, 2001. Mr. Zimmerman's pro rata
portion of these registration rights applies to 262,742 shares of the
Company's Common Stock.
The Company and Palisades Associates, Inc. ("Palisades") are parties to
a Service and Management Agreement (the "Management Agreement") pursuant to
which Palisades provides services to the Company, related to financial and
administrative management, employee benefits and acquisitions. Greg A.
Rosenbaum, a director of the Company, is President of Palisades. Since March
1, 1995, Palisades' management fee has been $175,000 per year. The
Management Agreement terminates December 31, 1999. The Management Agreement
contains a two-year "evergreen" provision pursuant to which the term will be
automatically extended for consecutive two-year periods unless the Company
gives Palisades written notice, no later than ninety days prior to the
expiration of the then applicable term, that the Management Agreement will
terminate upon expiration of the then applicable term.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated Messrs. Thomas W. Blumenthal, William C.
Cacciatore, Edward L. Gelbach, Greg A. Rosenbaum, Norbert W. St. John and
Donald I. Zimmerman to serve as directors of the Company for a one-year term.
Each nominee, if elected, will hold office until the 1999 annual meeting of
stockholders at which time his term of office expires, and until his successor
is elected and qualified, unless he resigns or his seat on the Board becomes
vacant due to his death, removal or other cause in accordance with the Bylaws
of the Company. Management knows of no reason why any of these nominees would
be unable or unwilling to serve, but if any nominee should be unable or
unwilling to serve, the proxies will be voted for the election of such other
persons for the office of director as the Board may recommend in the place of
such nominee. The nominees shall be elected by a plurality of the votes cast
in the election by the holders of the Common Stock represented and entitled to
vote at the Annual Meeting, assuming the existence of a quorum.
THE BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE SIX NOMINEES NAMED
ABOVE, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected McGladrey & Pullen, LLP as the independent public
accountants of the Company for 1998. McGladrey & Pullen, LLP has served as the
Company's independent public accountants since their appointment at the 1993
annual meeting. A representative of McGladrey & Pullen, LLP is expected to be
present at the Annual Meeting, will be given the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
In the event ratification by the stockholders of the appointment of
McGladrey & Pullen, LLP as the Company's independent public accountants is not
obtained, the Board will reconsider such appointment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO
RATIFY THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS, AND YOUR PROXY WILL
BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board
intends to present or knows that others will present at the meeting is as set
forth above. If any other matter or matters are properly brought before the
meeting, or any adjournment thereof, it is the intention of the persons named
in the accompanying form of Proxy to vote the Proxy on such matters in
accordance with their best judgment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and beneficial owners of more than ten percent (10%) of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Commission and The Nasdaq Stock Market. Such
persons are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on its review
of the copies of such forms received by it, or written representations from
certain reporting persons that no Form 5s were required for those persons, the
Company believes that, during the year ended December 31, 1997, its officers,
directors and more than ten percent (10%) beneficial owners complied with all
Section 16(a) filing requirements applicable to them.
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STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company (i) must be received by the Company at
its offices at 7441 Lincoln Way, Garden Grove, California 92642 no later than
November 25, 1998 and (ii) must satisfy the conditions established by the
Commission for stockholder proposals to be included in the Company's proxy
statement for that meeting.
By Order of the Board of Directors
/s/ RICHARD N. BERGER
Richard N. Berger
SECRETARY
March 25, 1998
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RICHEY ELECTRONICS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1998
The undersigned hereby nominates, constitutes and appoints William C.
Cacciatore, Greg A. Rosenbaum and Donald I. Zimmerman or any of them, with full
power of substitution, to vote all shares of common stock, $0.001 par value, of
Richey Electronics, Inc. (the "Company") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held on Tuesday, May 5, 1998 or
any postponements or adjournments thereof, and upon such other business as may
properly come before the Annual Meeting, with all the powers the undersigned
would possess if personally present as follows:
1. To elect the Board of Directors' six nominees as directors.
Nominees: Thomas W. Blumenthal, William C. Cacciatore, Edward L. Gelbach, Greg
A. Rosenbaum, Norbert W. St. John and Donald I. Zimmerman.
/ / FOR ALL NOMINEES LISTED ABOVE (except as / / WITHHOLD AUTHORITY
marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below:)
________________________________________________________
The undersigned hereby confer(s) upon the proxies and each of them
discretionary authority with respect to the election of Directors in the event
that any of the above nominees is unable or unwilling to serve.
A VOTE FOR PROPOSAL 2 IS RECOMMENDED BY THE BOARD OF DIRECTORS:
2. To ratify the appointment of McGladrey & Pullen, LLP as the Company's
auditors for 1998.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment or
postponement thereof.
PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
<PAGE>
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 PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE PROXIES.
Please date this Proxy and sign your name exactly as it appears on your
stock certificates. Executors, administrators, trustees, officers of a
corporation, fiduciaries, etc., should give their full title as such.
Partnerships should sign in the partnership name by an authorized person. For
shares held jointly, each joint owner should personally sign. If the undersigned
hold(s) any of the shares of common stock of the Company in a fiduciary,
custodial or joint capacity or capacities, this Proxy is signed by the
undersigned in every such capacity as well as individually. Attendance of the
undersigned at the Annual Meeting will not be deemed to revoke this Proxy unless
the undersigned shall affirmatively indicate at the meeting the intention of the
undersigned to vote in person.
DATED: ____________________________, 1998
SIGNATURE: ______________________________
(signature)
SIGNATURE: ______________________________
(signature, if held jointly)
______________________________
(title or authority, if applicable)
PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
