SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
TOP AIR MANUFACTURING, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title to 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>
Top Air Manufacturing, Inc.
317 Savannah Park Road
Cedar Falls, Iowa 50613
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 9, 1998
TO OUR STOCKHOLDERS:
The Annual Meeting of the Stockholders of Top Air Manufacturing, Inc., an Iowa
corporation, will be held at the Holiday Inn, Cedar Falls, Iowa, at 1 p.m. local
time on Monday, November 9, 1998, for the following purposes:
1. To elect a board of eight directors to serve until the next annual
meeting and until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 16, 1998, as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and any adjournment thereof. A list of all stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of and number of shares held by each stockholder, will be open during
usual business hours to the examination of any stockholder for any purpose
germane to the annual meeting for ten days prior to the meeting at the office of
the Company set forth above.
A copy of the Company's annual report for its fiscal year ended May 31, 1998,
accompanies this notice.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
Steven F. Bahlmann, Secretary
Cedar Falls, Iowa
October 9, 1998
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE SO THAT YOUR
SHARES MAY BE REPRESENTED AND VOTED AT THE MEETING ACCORDING TO YOUR WISHES.
YOUR PROXY WILL NOT BE USED IF YOU ATTEND AND VOTE AT THE MEETING IN PERSON.
<PAGE>
Top Air Manufacturing, Inc.
317 Savannah Park Road
Cedar Falls, Iowa 50613
PROXY STATEMENT
Solicitation of Proxies
The enclosed proxy is solicited by the Board of Directors of Top Air
Manufacturing, Inc. (the "Company") to be voted at the Annual Meeting of
Stockholders of the Company to be held at the Holiday Inn, Cedar Falls, Iowa, at
1 p.m. local time on Monday, November 9, 1998, or at any adjournment thereof.
Whether or not you expect to attend the meeting in person, please return your
executed proxy in the enclosed envelope and the shares represented thereby will
be voted in accordance with your wishes. In addition to solicitation by mail,
officers, directors and employees of the Company may solicit personally or by
mail, telephone, or telegraph if proxies are not promptly received. However,
except with respect to printing and mailing expenses, the Company does not
expect to incur out-of-pocket expenses in soliciting proxies. The accompanying
Notice of Annual Meeting, this Proxy Statement and the enclosed form of proxy
are first being mailed or given to stockholders on or about October 9, 1998.
Banks, brokers, and other custodians, nominees, and fiduciaries will be
requested to send proxy materials to beneficial owners and to request voting
instruction. The Company will reimburse them for their out-of-pocket expenses in
so doing.
Revocation of Proxy
If, after sending in your proxy, you decide to vote in person or desire to
revoke your proxy for any other reason, you may do so by notifying the Secretary
of the Company in writing of such revocation at any time prior to the voting of
the proxy. An executed proxy with a later date will also revoke a previously
furnished proxy.
Record Date
Only Stockholders of record at the close of business on September 16, 1998 will
be entitled to vote at the meeting or any adjournment thereof.
Actions to be Taken Under Proxy
Unless otherwise directed by the giver of the proxy, the persons named in the
enclosed form of proxy, that is, S. Lee Kling, or, if unable or unwilling to
serve, Steven R. Lind, will vote:
(A) FOR the election of the persons named herein as nominees for Directors
of the Company to hold office for one year and until their successors
have been duly elected and qualified; and
(B) According to such person's judgment on the transaction of such other
business as may properly come before the meeting or any adjournment
thereof.
Should any nominee named herein for election as a Director become unavailable
for any reason, it is intended that the persons named in the proxy will vote for
the election of such other person in his stead as may be designated by the Board
of Directors. The Board of Directors is not aware of any reason that might cause
any nominee to be unavailable to serve.
Voting Securities and Security Ownership of Certain Beneficial Owners and
Management
On September 16, 1998, the record date of the stockholders entitled to vote at
the Annual Meeting, there were outstanding 5,078,757 shares of no par value
Common Stock of the Company, each of which is entitled to one vote on all
matters submitted, including the election of Directors. A majority of the
outstanding shares present or represented by proxy will constitute a quorum at
the meeting. Votes that are withheld in the election of directors, abstentions
on all other matters properly brought before the meeting and the proxies
relating to "street name" shares which are not voted by brokers on one or more,
but less than all, matters (so-called "broker non-votes") will be considered
present for purposes of determining a quorum.
The vote of holders of a majority of the shares present in person or by proxy
and entitled to vote are required to approve any resolution except for the
election of Directors, which shall be elected by a plurality of the shares
present in person or by proxy. For purposes of determining whether a proposal
(other than for the election of Directors) has received a majority vote,
abstentions will be included in the vote totals with the result that an
abstention will have the same effect as a negative vote. Broker non-votes will
not be included in the vote totals and, therefore, will have no effect on the
vote.
The following table sets forth as of September 16, 1998, the beneficial
ownership of each current Director (including the nominees for election as
Directors), each of the executive officers named in the Summary Compensation
Table set forth herein, the executive officers and Directors as a group, and
each other shareholder known to the Company to own beneficially more than 5% of
the outstanding Common Stock. Unless otherwise indicated, the Company believes
that the beneficial owners set forth in the table have sole voting and
investment power.
No. of Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned of Class
------------------- ------------- --------
Robert J. Freeman and 1,950,000 (1) 38.40%
Dennis W. Dudley, Trustees
under Amended and Restated
Voting Trust Agreement
dated 9/15/92
9387 Dielman Industrial Dr.
St. Louis, MO 63132
Wayne W. Whalen 1,150,000 22.64%
4920 S. Greenwood
Chicago, IL 60615
Wayne C. Dudley 777,117 (2)(3) 15.30%
21498 Highway 20
Parkersburg, IA 50665
Robert J. Freeman 306,083 (2)(3) 6.03%
5755 Dupree Drive
Suite 110
Atlanta, GA 30327
Franklin A. Jacobs 312,083 (2)(3) 6.14%
9387 Dielman Industrial Drive
St. Louis, MO 63132
S. Lee Kling 293,683 (2)(3) 5.79%
1401 S. Brentwood Blvd.
St. Louis, MO 63144
Sanford W. Weiss 136,161 (2)(3) 2.68%
1209 Washington Ave.
St. Louis, MO 63103
Dennis W. Dudley 58,264 (3) 1.15%
R.R.1
Parkersburg, IA 50665
Steven R. Lind 59,333 (4) 1.17 %
317 Savannah Park Road
Cedar Falls, IA 50613
Thaddeus P. Vannice, Sr. 16,000 0.32%
317 Savannah Park Road
Cedar Falls, IA 50613
All Directors and Executive 2,218,965 43.69%
Officers as a Group
(13 persons)
- ------------------------
(1) The Amended and Restated Voting Trust Agreement (the "Voting Trust") was
adopted September 15, 1992 and terminates January 4, 2000 or by earlier
agreement. The names and addresses of the voting trustees are: Dennis W.
Dudley, R.R. 1, Parkersburg, IA 50665, and Robert J. Freeman, 5755 Dupree
Drive, Suite 110, Atlanta, GA 30327. Voting power of the shares deposited
in the Voting Trust is shared equally by the trustees. Pursuant to the
Voting Trust, the trustees are required to vote to elect Wayne C. Dudley,
Dennis W. Dudley, Robert J. Freeman, Franklin A. Jacobs, S. Lee Kling and
Sanford W. Weiss as Directors.
(2) Includes shares subject to the Voting Trust discussed in footnote (1).
(3) Includes options to purchase 5,833 shares which are currently exercisable
or will become exercisable within 60 days of the date of this Proxy
Statement.
(4) Includes options to purchase 43,333 shares which are currently exercisable
or will become exercisable within 60 days of the date of this Proxy
Statement.
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
Information About The Nominees
The following table sets forth certain information concerning the nominees for
Director, each of whom is currently a Director of the Company.
Director
Name Age Position Since
---- --- -------- --------
Steven R. Lind 36 President, Chief Executive Officer 1993
and Director
Thaddeus P. Vannice, Sr. 51 Chief Financial Officer and Director 1997
Wayne C. Dudley 67 Director 1981
Dennis W. Dudley 46 Director 1981
Robert J. Freeman 70 Director 1990
Franklin A. Jacobs 65 Director 1990
Sanford W. Weiss 65 Director 1990
S. Lee Kling 69 Director 1990
Set forth below is a description of the background of each of the nominees for
Director.
Steven R. Lind has served as President of the Company since November 1992 and
was appointed Chief Executive Officer in July 1993. He also has served as a
Director of the Company since 1993. Mr. Lind served as Controller of the Company
from August 1988 to May 1990 and as Chief Financial Officer of the Company from
May 1990 to November 1992.
Thaddeus P. Vannice, Sr., was appointed a Director of the Company in January
1997, as the designee of Wayne Whalen, pursuant to the agreement under which the
Company acquired Ficklin Machine Company, Inc. ("Ficklin Machine") and was
appointed Chief Financial Officer of the Company at that time. Prior thereto,
Mr. Vannice served as President, Chief Financial Officer and Director of Ficklin
Machine since March 1996. Mr. Vannice served as President and Director of
Prairie Bancorp, an Illinois based multi-bank holding company from 1989 to 1995,
and its Chief Executive Officer from November 1991 to May 1995.
Wayne C. Dudley is the founder of the Company, has served as a Director of the
Company from 1981 to the present, and served as the Chairman of the Board and
President or Chief Executive Officer of the Company from 1981 until 1992. Mr.
Dudley is currently a member of the Audit Committee.
Dennis W. Dudley has served as a Director of the Company since 1981. From 1989
until 1992, he served as President and Chief Operating Officer of the Company.
Currently, Mr. Dudley is self-employed. Mr. Dudley is the son of Mr. Wayne C.
Dudley.
Robert J. Freeman has served as a Director of the Company since 1990. He has
been retired for 20 years. Mr. Freeman currently serves on the Audit Committee
and the Salary and Stock Option Committee.
Franklin A. Jacobs has served as a Director of the Company since 1990. Mr.
Jacobs has served as Chief Executive Officer and Chairman of the Board and a
Director of Falcon Products, Inc., a St. Louis-based commercial furniture
manufacturer, for approximately 20 years.
Sanford W. Weiss has served as a Director of the Company since 1990. Mr. Weiss
currently serves on the Audit Committee and the Salary and Stock Option
Committee. Mr. Weiss is the Chairman of Weiss & Neuman Shoe Company, a 70 year
old company which owns retail shoe stores and leased shoe departments. Mr. Weiss
has worked for Weiss & Neuman for 40 years.
S. Lee Kling has served as a Director of the Company and Chairman of the Board
since 1990. Mr. Kling currently serves on the Salary and Stock Option Committee.
He also serves as Chairman of the Board of Kling Rechter Company, a merchant
banking company, and as a Director of the following entities: Hanover Direct,
Inc.; Falcon Products, Inc.; National Beverage Co.; Bernard Chaus, Inc.; Lewis
Galoob Toys, Inc.; and Electro Rent Corp. Mr. Kling served as Chairman of the
Board of Landmark Bancshares Corporation, a St. Louis-based bank holding
company, from 1974 until 1991 and served as its chief executive officer until
1990.
Board of Directors, Committees and Meetings Held
During the fiscal year that ended on May 31, 1998, the Board of Directors held
four regular meetings and one special meeting. Each Director attended 75% or
more of the aggregate of (i) the total number of meetings of the Board of
Directors held during the period and (ii) the total number of meetings held
during the period by all committees of the Board of Directors on which he
served.
The Board of Directors has an Audit Committee and a Salary and Stock Option
Committee. The Audit Committee evaluates significant matters relating to the
audit and internal controls of the Company and reviews the scope and results of
the audits conducted by the Company's independent public accountants. During the
fiscal 1998, the Audit Committee met once. The Salary and Stock Option Committee
reviews the Company's remuneration policies and practices, including executive
compensation, and administers the Company's stock option plans. During fiscal
1998 the Salary and Stock Option Committee met once.
The Board of Directors evaluates and nominates qualified nominees for election
or appointment as Directors and qualified persons for selection as Executive
Officers. The Board of Directors will give appropriate consideration to a
written recommendation by a stockholder for the nomination of a qualified person
to serve as a Director of the Company, provided that such recommendation
contains sufficient information regarding the proposed nominee for the Board of
Directors to properly evaluate such nominee's qualifications to serve as a
Director.
Compliance with Section 16(c) of the Exchange Act.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year and Form S and amendments thereto
(or written representations that no Form 5 is required) furnished to the
Company, the Company believes that all such reports were timely filed.
Director Compensation
For their services, the Company pays a quarterly Director's fee of $1,500 to
each non-employee Director. In addition, the Company pays S. Lee Kling a fee of
$1,000 per month for serving as Chairman of the Board and consulting services
rendered to the Company. Directors are also entitled to be reimbursed for
expenses incurred by them in attending meetings of the Board of Directors and
its committees.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the executive
officers of the Company who are not also Directors of the Company:
Name Age Position
- ---- --- --------
James R. Harken 43 Vice-President - Operations
Scott L. Wildeboer 38 Vice-President - Manufacturing
Kenneth R. Wagahoff 65 Vice President - Marketing
Randall L. Wagahoff 38 Vice-President - Sales
Steven F. Bahlmann 40 Chief Accounting Officer, Secretary and
Treasurer
Mr. Harken has served as Vice President - Operations since September 1982.
Mr. Wildeboer has served as Vice President - Manufacturing since January 1990.
Mr. Kenneth R. Wagahoff has served as Vice President - Marketing since November
1992. Prior thereto, Mr. Wagahoff served as sales manager of the Company from
1986 to 1992.
Mr. Randall L. Wagahoff has served as Vice President - Sales since August 1996.
From 1983 to 1996, Mr. Wagahoff served as a territory sales manager for the
Company. Mr. Wagahoff is the son of Mr. Kenneth Wagahoff.
Mr. Bahlmann has served as Secretary and Treasurer since October 1993 and as
Chief Accounting Officer since May 1998. Mr. Bahlmann served as Controller of
the Company from January 1993 to May 1998. Prior thereto, Mr. Bahlmann was
employed as a Staff Accountant with McGladrey & Pullen, LLP, certified public
accountants, from 1987 to 1993.
The following table sets forth certain information regarding the compensation
paid to the Chief Executive Officer. No other officer of the Company received
total compensation in excess of $100,000 during fiscal 1998.
<PAGE>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------- ------------
Awards
------
Name and Restricted Options/
Principal Stock SARs All Other
Position Year Salary Bonus Award(s) (shares) Compensation
- --------------------------------------------------------------------------------
Steven R. Lind, 1998 $80,000 $16,000 -- 7,500 $2,327 (1)
President and
Chief Executive 1997 $73,615 $45,135 -- 10,000 $1,879
Officer
1996 $64,762 $20,500 -- 10,000 $2,087
- -------------------------
(1) Includes a contribution of $2,282 in 1998 to the 401(k) Plan by the
Company on behalf of Mr. Lind. Also includes premiums in the amount of
$45 paid by the Company in 1998 for term life insurance.
Stock Options
The following table sets forth certain information concerning stock options
granted under the Company's 1993 Stock Option Plan during fiscal 1998 to the
Chief Executive Officer of the Company:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Options/ Percentage of Total
SARs Options/SARs Exercise or
Granted Granted to Employees Base Price Expiration
Name (shares) in Fiscal Year (dollars/share) Date
- --------------------------------------------------------------------------------
Steven R. Lind 7,500(1) 11.1% $2.6875 1/27/08
- ----------------------
(1) Each option listed above was issued at fair market value on date of
grant and is exercisable in 33-1/3% annual increments, beginning on
the first anniversary of the date of grant and on each anniversary
thereafter. All options listed above expire ten years from date of
grant, subject generally to earlier termination upon cessation of
employment.
The following table sets forth certain information concerning the number and
value of unexercised options held by the Company's Chief Executive Officer
outstanding at May 31, 1998. No stock options were exercised during fiscal 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares May 31, 1998 May 31, 1998
Acquired Value (Exercisable/ Exercisable/
on Exercise Realized Unexercisable) Unexercisable
Name (shares) (dollars) (shares) dollars)
- --------------------------------------------------------------------------------
Steven R. Lind N/A N/A 42,500/17,500 $72,678/$12,514
Employment Arrangements
The Company entered into an employment agreement with Steven R. Lind, dated
November 6, 1992, which was subsequently amended as of October 19, 1994 (the
"Agreement"). Under the terms of the Agreement, Mr. Lind will provide full time
service to the Company in exchange for an annual salary of not less than
$52,500, which may increased by the Board of Directors from time to time.
Currently, the Board has set Mr. Lind's salary at $80,000. The Agreement also
provides that in the event the Company terminates Mr. Lind's employment for
reasons other than failure to perform, death, disability or commission of a
felony, Mr. Lind is entitled to receive a termination fee in an amount equal to
fifty percent (50%) of his then current fixed annual salary. The Agreement
prohibits Mr. Lind from competing against the Company for two years after the
termination of his employment with the Company, regardless of the reason for
such termination.
Certain Relationships and Related Transactions
On January 1, 1991, the Company refinanced a short-term note receivable from
Wayne C. Dudley, a former Chief Executive Officer of the Company, in the amount
of $53,407. The note, as amended, is non-interest bearing and is payable in
three installments per year through January 1, 2004. The balance of the note on
May 31, 1998 was $27,172.
Relationship with Independent Auditors
McGladrey & Pullen, LLP was the Company's independent auditor for the fiscal
year ended May 31, 1998. Acting upon the recommendation of the Audit Committee,
the Board of Directors has selected McGladrey & Pullen, LLP to serve as the
Company's independent public auditors for the fiscal year ending May 31, 1999.
Representatives of McGladrey & Pullen, LLP are not expected to be present at the
annual meeting.
Financial Information
Stockholders are urged to review the Financial Statements of the Company and the
"Management Discussion and Analysis of Financial Condition and Results of
Operations," both as set forth in the Annual Report of the Company which
accompanies this Proxy Statement and which is by this reference incorporated
herein.
Shareholder Proposals
Stockholder proposals intended to be presented at the 1999 Annual Meeting of
Stockholders must be received by the Company by May 21, 1999 for inclusion in
the Company's proxy statement and proxy relating to that meeting. Upon receipt
of any such proposal, the Company will determine whether or not to include such
proposal in the proxy statement and proxy in accordance with regulations
governing the solicitation of proxies.
In order for a Stockholder to bring other business before the Stockholder
meeting, timely notice must be given to the Company by September 25, 1998. Such
notice must include a description of the proposed business and the reasons
therefor. The Board or the presiding officer at the Annual Meeting may reject
any such proposals that are not made in accordance with these procedures or that
are not a proper subject for Stockholder action in accordance with applicable
law. These requirements are separate from the procedural requirements a
Stockholder must meet to have a proposal included in the Company's proxy
statement.
A COPY OF THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR ITS FISCAL YEAR 1998
ACCOMPANIES THIS PROXY STATEMENT.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR 1998 FILED
WITH THE COMMISSION IS AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE, UPON WRITTEN
REQUEST TO TOP AIR MANUFACTURING, INC., 317 SAVANNAH PARK ROAD, CEDAR FALLS,
IOWA 50613; ATTENTION: SECRETARY.
OTHER BUSINESS
The Board of Directors knows of no other business which will be presented for
consideration at the Annual Meeting other than as set forth in the Notice which
accompanies this Proxy Statement. However, if any other matters properly come
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Steven F. Bahlmann
Steven F. Bahlmann, Secretary
Cedar Falls, Iowa
October 9, 1998
<PAGE>
PROXY
TOP AIR MANUFACTURING, INC.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 9, 1998
The undersigned hereby appoints S. Lee Kling, with full power of substitution,
or if S. Lee Kling is unable or declines to exercise such rights hereunder, the
undersigned appoints Steven R. Lind, with full power of substitution, the true
and lawful attorney and proxy of the undersigned to vote all the shares of
Common Stock, no par value, of Top Air Manufacturing, Inc. owned by the
undersigned at the Annual Meeting of Stockholders to be held at the Holiday Inn,
Cedar Falls, Iowa, at 1:00 p.m. local time Monday, November 9, 1998, and at any
adjournment thereof, on the following items of business as set forth in the
Notice of Annual Meeting and Proxy Statement:
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below (or such other person designated by
the Board of Directors to replace any unavailable nominee) to be
allocated among such nominees in his discretion
|_| WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Wayne C. Dudley, Dennis W. Dudley, Robert J. Freeman, Franklin A.
Jacobs, S. Lee Kling, Sanford W. Weiss, Steven R. Lind and
Thaddeus P. Vannice, Sr.
Instruction: To withhold authority to vote for any individual nominee, print
that nominee's name on the line provided below:
(Continued on other side)
<PAGE>
(Continued from other side)
2. OTHER MATTERS
In his discretion with respect to the transaction of such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE DIRECTORS NOMINATED
BY THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE PROXIES ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
DATE ______________________________, 1998
----------------------------------------
----------------------------------------
Please date and sign exactly as your name appears on the envelope. In the case
of joint holders, each should sign. When signing as attorney, executor, etc.,
give full title. If signer is a corporation, execute in full corporate name by
authorized officer.
