SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AMERICAN CONSUMERS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] 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>
AMERICAN CONSUMERS, INC.
P.O. Box 2328
Fort Oglethorpe, Georgia 30742
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 17, 1998
TO THE SHAREHOLDERS OF
AMERICAN CONSUMERS, INC.:
The Annual Meeting of the Shareholders of American Consumers, Inc. ("ACI"
or the "Company"), will be held on Thursday, September 17, 1998, at 3:00 p.m.
(E.D.T.) at ACI's General Office, 418A Battlefield Parkway, Fort Oglethorpe,
Georgia, for the following purposes:
1) To receive reports of officers pertaining to the operations of the
Company during the fiscal year ended May 30, 1998;
2) To elect a Board of Directors consisting of seven (7) members; and
3) To consider and act upon any other business that may properly come
before the meeting.
Only holders of record of ACI's Common Stock, $.10 par value, at the close
of business on August 11, 1998 are entitled to notice of and to vote at the
meeting or any adjournment thereof.
AMERICAN CONSUMERS, INC.
Michael A. Richardson
Chairman
Dated: August 21, 1998
PLEASE READ THE ATTACHED MATERIAL CAREFULLY, THEN COMPLETE, DATE AND SIGN
THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES OF COMMON STOCK WILL BE REPRESENTED AT
THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON, SHOULD YOU SO DESIRE.
<PAGE>
AMERICAN CONSUMERS, INC.
P.O. Box 2328
Fort Oglethorpe, Georgia 30742
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
September 17, 1998
INFORMATION ABOUT PROXY
The enclosed proxy is solicited by American Consumers, Inc. ("ACI" or the
"Company"), for use at the Annual Meeting of Shareholders to be held at ACI's
General Office, 418A Battlefield Parkway, Fort Oglethorpe, Georgia, on Thursday,
September 17, 1998 and at any adjournment or adjournments thereof (the "Annual
Meeting"). The proxy agents named in the enclosed proxy have been selected by
the Board of Directors. The expense of solicitation of proxies will be borne by
ACI. The proxy and this proxy statement are being mailed to shareholders on or
about August 21, 1998.
Shares represented at the meeting by properly executed proxies will be
voted in accordance with the instructions indicated in the proxies unless such
proxies have previously been revoked. If no instructions are indicated, such
shares will be voted (i) for the election of the Board of Directors' seven (7)
nominees for director as set forth in this proxy statement and (ii) in the best
judgment of the proxy agents, for such other matters as properly come before the
Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked at any time by
the shareholder giving it, insofar as it has not been exercised, by delivering
to the Secretary of the Company a written notice of revocation bearing a later
date than the proxy, by submission of a later-dated, properly executed proxy, or
by revoking the proxy in person and voting at the Annual Meeting. Any
shareholder who attends the Annual Meeting may personally announce his intention
to vote the shares standing in his name as record holder and vote such shares
thereby, and for purposes of such vote, suspend any proxy (other than an
irrevocable proxy) theretofore given by him. Any written notice revoking a proxy
should be sent to American Consumers, Inc., P.O. Box 2328, Fort Oglethorpe,
Georgia 30742, Attention: Reba S. Southern, Secretary.
PROPOSALS OF SECURITY HOLDERS FOR 1998 ANNUAL MEETING
In accordance with current rules of the Securities and Exchange Commission,
any shareholder wishing to submit a proposal for inclusion in the Company's
Proxy Materials must submit the proposal to ACI at its General Office, 418A
Battlefield Parkway, Fort Oglethorpe, Georgia 30742, at least one hundred twenty
(120) days in advance of the date corresponding with the date of the prior
year's proxy statement. To submit proposals for inclusion in the Company's Proxy
Materials for the Annual Meeting of Shareholders in 1999, shareholder proposals
must be received by the Company not later than April 23, 1999.
RECORD DATE, VOTE REQUIRED AND RELATED MATTERS
Holders of record of ACI's Common Stock, $.10 par value (the "Common
Stock"), at the close of business on August 11, 1998, will be entitled to notice
of and to vote at the Annual Meeting. The number of shares of outstanding Common
Stock entitled to vote as of August 11, 1998, was 890,597 shares having one vote
each on all matters properly brought before the meeting, exercisable in person
or by properly executed proxy. Cumulative voting is not permitted.
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum. If a quorum is present, the affirmative vote
of a plurality of the shares represented at the meeting and entitled to vote
shall be the vote necessary to elect a director. Shares represented by proxies
that reflect abstentions or represent "broker non-votes" (indications by brokers
that they do not have discretionary authority to vote on a particular matter
with respect to such shares) will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions and broker non-votes, however, do not constitute a vote "for" or
"against" any matter and thus will be disregarded in the calculation of a
plurality or of "votes cast." Accordingly, abstentions and broker non-votes will
have no effect on the outcome of the election of directors at the Annual
Meeting, assuming the presence of a quorum.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as to each person known
to ACI to be the beneficial owner of more than five percent (5 %) of its
outstanding Common Stock and the amount and nature of such beneficial ownership
by all directors and officers of ACI as a group, as of August 11, 1998.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of of Beneficial of
Title of Class Beneficial Owner Ownership (1)(2) Class
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<S> <C> <C> <C>
Common Stock ZBR, Inc. (2) 484,000 54.35%
$.10 par value P.O. Box 2328
Fort Oglethorpe, GA 30742
Common Stock Michael A. Richardson (3) 499,570(4)(5)(6) 56.09%
$.10 par value P.O. Box 1230
LaFayette, GA 30728
Common Stock Diana K. Richardson (3) 499,790(4)(5)(6) 56.12%
$.10 par value P.O. Box 1230
LaFayette, GA 30728
Common Stock All Directors & Officers 511,671 57.45%
$.10 par value as a group (9 persons)
Fort Oglethorpe, GA 30742
</TABLE>
(1) A person is deemed to be the "beneficial owner" of a security if that person
has or shares "voting power," which includes the power to vote or direct the
voting of such security, or "investment power," which includes the power to
dispose of or to direct the disposition of such security, or if, under certain
circumstances, a person has the right to acquire either voting power or
investment power over such security through the exercise of an option or other
contractual right. More than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner of
securities as to which he has no personal economic interest or which he may not
vote. Except as otherwise noted, all shares included in the table are owned by
the persons specified with sole voting and sole investment power.
(2) ZBR is a closely held corporation whose officers and directors are Michael
A. Richardson and Diana K. Richardson. ZBR owns 484,000 shares of Common Stock.
(3) Diana K. Richardson is the wife of Michael A. Richardson. Thomas L.
Richardson, a director of ACI, is the uncle of Michael A. Richardson.
(4) This includes 484,000 shares owned by ZBR as to which (s)he exercises shared
voting and investment power. See note (2).
(5) This includes 11,115 shares held by a child of Michael A. Richardson and
Diana K. Richardson, as to which they exercise shared voting and investment
power.
(6) This includes 4,455 shares jointly owned by Michael A. Richardson and Diana
K. Richardson as to which they exercise shared voting and investment power.
2
<PAGE>
ELECTION OF DIRECTORS
Under ACI's By-Laws, not less than three (3) nor more than twenty-five (25)
directors may be elected at the Annual Meeting. The Company's management
recommends that the number of directors which shall constitute the Board of
Directors be fixed at seven (7) for the ensuing fiscal year and that the seven
(7) nominees listed below be elected to serve for a term of one year or until
their successors have been duly elected and qualified. If any of the nominees
should become unavailable, the discretionary authority provided in the proxy
will be exercised to vote for a substitute. The management has no reason to
believe that any of the nominees will become unavailable to serve. In any event,
the enclosed proxy cannot be voted for a greater number of persons than the
number of directors set by the shareholders.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The information set forth below, in regard to the principal occupation or
employment of each nominee during the past five (5) years and in regard to the
beneficial ownership of securities of each nominee, has been furnished to the
Company by the respective nominee.
<TABLE>
<CAPTION>
Name and Position with ACI Age Principal Occupation or Director Since Shares Beneficially Percent of Class
Employment Owned As Of
August 11, 1998(1)
===============================================================================================================================
<S> <C> <C> <C> <C>
Michael A. Richardson (3) 52 Chairman of ACI effective 1973 499,570(2)(4)(5)(6) 56.09%
Chairman of the Board April 4, 1991;
President President of ACI since
Chief Executive Officer January, 1987.
Executive Committee
Paul R. Cook 48 Executive Vice President/ 1991 1,375 *
Executive Vice President Treasurer since April 1991.
Treasurer Director of Capital Bank,
Executive Committee Fort Oglethorpe, GA
since May 1993.
Virgil E. Bishop 59 Vice President of ACI 1987 490 *
Vice President since 1969.
Executive Committee
John P. Price 77 Retired Pharmacist since 1968 4,400 *
Audit Committee April, 1986; Pharmacist with
Compensation Committee Price Pharmacy prior to
April, 1986.
Thomas L. Richardson (3) 68 Chairman and Former CEO of 1970 5,837 *
Audit Committee Learning Labs, Inc.
Compensation Committee (distributor of educational
equipment) since 1967
(Retired).
Jerome P. Sims, Sr. 73 Physician; 1968 None *
Audit Committe Director of Bankers First
Compensation Committee formerly Southeast Federal
Savings, Rossville, GA
Andrew V. Douglas 69 Retired since 1995; Retail
Audit Committee Counselor for Fleming 1998 None *
Compensation Committee Companies, Inc. prior to 1995.
===============================================================================================================================
</TABLE>
Footnote references (1-6) are explained in the "Principal Shareholders" section.
*Less than 1% of total common shares outstanding.
3
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Securities and Exchange Commission ("SEC") thereunder require the Company's
executive officers and directors and persons who own more than 10% of the
Company's Common Stock, as well as certain affiliates of such persons, to file
initial reports of ownership and monthly transaction reports covering any
changes in ownership with the SEC and the National Association of Securities
Dealers. Executive officers, directors, and persons owning more than 10% of the
Company's Common Stock are required by SEC regulations to furnish the Company
with all such reports they file. Based solely on its review of the copies of
such reports received by it and written representations that no other reports
were required for such persons, the Company believes that, during fiscal year
1998, all filing requirements applicable to its executive officers, directors,
and owners of more than 10% of the Company's Common Stock were satisfied, except
for one report filed late by Mr. Douglas in connection with his appointment to
the Board of Directors in May 1998.
DIRECTORS' FEES AND ATTENDANCE
The Board held four meetings in the fiscal year ended May 30, 1998. ACI has
an Audit Committee which recommends, for approval by the Board of Directors, a
firm of independent certified public accountants to serve as auditors for ACI,
makes recommendations to the Board of Directors with respect to the scope of the
annual audit, approves the services which the auditors render to ACI (without
impairing the auditors' independence), and may undertake investigations of any
matter of a financial nature and make recommendations to the Board of Directors
with respect thereto. Present members of the Audit Committee are John P. Price,
Thomas L. Richardson, Andrew V. Douglas and Jerome P. Sims. This committee met
once in the fiscal year ended May 30, 1998.
The Board of Directors has appointed a Compensation Committee for the
current fiscal year. The Compensation Committee will annually review the
compensation of the Company's executive officers and may recommend changes in
such compensation to the Board for approval. These functions were performed by
the Audit Committee prior to the creation of the Compensation Committee for the
1997 fiscal year. Present members of the Compensation Committee are John P.
Price, Thomas L. Richardson, Andrew V. Douglas and Jerome P. Sims. The
Compensation Committee met once during the fiscal year ended May 30, 1998. Only
Herbert S. Willbanks attended fewer than 75 % of the aggregate of the total
number of meetings of the Board of Directors and the total number of meetings of
any committee on which he served. Mr. Willbanks resigned for personal reasons on
February 28, 1998. The Board appointed Andrew V. Douglas, effective May 1, 1998,
to fill the unexpired term of Mr. Willbanks.
The Board of Directors does not have a nominating committee.
All of the Company's Directors are compensated for their services as
Directors at the rate of $300 per month.
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
------------------------------------------
Name of Individual and Capacity Other Annual
in which Such Individual Served Year Salary Bonus(1) Compensation(2)
- ------------------------------- ---- ------ -------- -------------------
<S> <C> <C> <C> <C>
Michael A. Richardson 1998 $83,920 $ 8,097 $ 4,221
President and 1997 82,608 8,380 3,914
Chief Executive Officer 1996 80,462 26,641 4,578
</TABLE>
(1) The Company has a policy of awarding discretionary cash bonuses to selected
officers of the Company based on the results of operations. The amounts of such
bonuses are determined by the Board of Directors. Individuals receiving such
bonuses do not participate in the determination of the amount, if any, to be
awarded.
(2) The amount shown includes the personal use of company vehicles which are
provided to certain officers and a 15 % discount on groceries purchased from
ACI, provided to all officers, but does not include directors' fees of $300 per
month.
4
<PAGE>
The Company does not provide any compensation to its executive officers
pursuant to any long-term incentive plan. No executive officer of the Company
received aggregate compensation in excess of $100,000 for the last completed
fiscal year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. John P. Price, Thomas
L. Richardson, Andrew V. Douglas and Jerome P. Sims. No member of the
Compensation Committee: (i) was an officer or employee of the Company; (ii) was
formerly an officer of the Company; or (iii) had a direct or indirect material
interest in any transaction in which the amount involved exceeded $60,000 to
which the Company is, or during the last fiscal year was, a party. Thomas L.
Richardson, a member of the Compensation Committee, is the uncle of Michael A.
Richardson.
REPORT OF THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS
OF AMERICAN CONSUMERS, INC.
The Compensation Committee of the Board of Directors, composed of Messrs. John
P. Price, Thomas L. Richardson, Andrew V. Douglas and Jerome P. Sims,
administers the Company's bonus plan, annually reviews and recommends
compensation for all officers of the Company and submits its recommendations to
the Board. As part of its process of review, the Committee receives
recommendations from the Company's senior management, including Mr. Richardson.
The Committee has one regular meeting each year immediately preceding the
Company's Annual Meeting of Shareholders to consider compensation, and meets on
an as needed basis at other times during the year. The following is a report
submitted by the Committee addressing the Company's compensation policies
applicable to Michael A. Richardson, the Company's Chief Executive Officer, and
its most highly compensated executive officers. No other executive officer of
the Company had aggregate annual salary and bonus in excess of $100,000 for the
relevant period. Accordingly, no officer other than Michael A.
Richardson is named in the preceding table.
COMPENSATION POLICIES APPLICABLE TO EXECUTIVE OFFICERS DURING FISCAL 1997
The Company's Compensation Policies have been designed to attract and retain
experienced and highly competent individuals and to provide adequate incentives
to such individuals to contribute to the success and implementation of the
Company's business strategies, while enhancing long-term shareholder value.
Accordingly, compensation of the Company's executive officers and Chief
Executive Officer consists of a base salary and benefits thought to be
competitive within the retail grocery business as well as the opportunity to
participate in an annual bonus explicitly related to Company performance. It is
believed that the overall levels of compensation and benefits paid and provided
to the Company's executive officers, including the Company's Chief Executive
Officer, are competitive within the industry. Compensation of each of the
Company's senior executives consists of two principal elements:
o BASE SALARY
Each executive officer is paid a base salary. The base compensation of Michael
A. Richardson was increased from $83,200 to $84,240 during the past fiscal year.
The base compensation of all other executive officers was increased
approximately 2.7% during the past fiscal year.
o BONUS
During 1998, the Company's executive officers were eligible to receive a
discretionary cash bonus, pursuant to the Company's Bonus Plan ("Bonus Plan").
Under the Bonus Plan, a cash bonus may be established as a fixed percentage of
the Company's pre-tax income for the year then ended. The size of the bonus
therefore depends on the percentage established by the Company's Compensation
Committee and upon the level of net income before tax achieved by the Company.
5
<PAGE>
The bonus percentage established by the Committee was 6% of the Company's net
pretax income for the Chief Executive Officer. Accordingly, because the
Company's net income before tax was lower this year than last, the bonuses
awarded to the Company's executive officers were lower by approximately $851.00.
o CEO COMPENSATION
As indicated above, compensation of the Company's executive officers is designed
to be at a level which is competitive within the industry. The base salary is
not directly or explicitly related to Company performance.
Mr. Richardson's compensation in fiscal 1998 consisted of his base salary plus
the bonus to him granted under the Bonus Plan. As noted above, the amount of
such bonus to Mr. Richardson depends upon enhancement of overall shareholder
values reflected by increases in the Company's earnings.
Mr. Richardson's bonus for 1998 was lower, compared to 1997, reflecting lower
net earnings before taxes during the period. The Committee believes that the
grant of such bonuses, disclosed in greater detail in the preceding table,
serves as a reward to Mr. Richardson for keeping the Company's operations
profitable despite sales declines caused by increasingly intense competition
and, indirectly, enhancement of shareholder values.
John P. Price
Thomas L. Richardson
Andrew V. Douglas
Jerome P. Sims
COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in the Proxy
Statement, the Securities and Exchange Commission requires a five-year
comparison of stock performance with a broad market equity index and with a peer
group of companies. The Company's Common Stock is not actively traded, and
accordingly, the stock prices assumed for the presentation in the accompanying
graph are based on a small number of isolated trades.
The peer group set forth in the graph represents all publicly traded
companies appearing in the Value Line Retail Grocery Store industry group and,
generally, represent companies that are significantly larger than ACI. The
results of individual companies within the peer group have been weighted based
on beginning of period market capitalization relative to the overall peer group.
(Cumulative Total Return Graph appears here; plot points are as follows)
1993 1994 1995 1996 1997 1998
American Consumers, Inc. $100 $105.33 $154.01 $160.24 $89.73 $89.73
S&P 500(R) $100 $104.26 $125.31 $160.94 $208.28 $272.19
Peer Group $100 $103.28 $121.02 $175.78 $204.37 $281.13
6
<PAGE>
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended May 30, 1998,
including financial statements for the fiscal year and comparable periods,
including the notes thereto, accompanies this Proxy Statement.
CERTAIN TRANSACTIONS
During the fiscal year ended May 30, 1998, the Company borrowed an
additional $157,883 and repaid $13,000 of the outstanding principal balance on
unsecured notes payable to the Estate of Beatrice Richardson, mother of Michael
A. Richardson and to the Trust established for Matthew Richardson, son of
Michael A. Richardson. The principal balance remaining on such note as of the
end of the 1998 fiscal year, following such additional borrowing and repayment,
is $158,125 and $50,820 respectively and the interest rate on the borrowing at
any given time is set at .25% less than the then-current base rate charged the
Company by its principal lender.
OTHER MATTERS
Upon recommendation of the Audit Committee (composed of Messrs. Sims,
Douglas, Price and Thomas L. Richardson), the Board of Directors has selected
the firm of Hazlett, Lewis and Bieter as independent certified public
accountants to examine and report upon the financial statements of the Company
for the fiscal year ending in 1999. Such selection is subject to the negotiation
of a reasonable fee for services to be rendered by the firm. A representative of
Hazlett, Lewis and Bieter is expected to be present at the Annual Meeting to be
available to respond to appropriate questions and will have an opportunity to
make a statement if he so desires.
Reports of officers will be received by the Company's shareholders at the
Annual Meeting; such receipt will not constitute approval of the matters
referred to in such reports.
The management knows of no matters to be presented for action at the Annual
Meeting other than fixing the number of directors at seven (7) and the election
of directors for the ensuing fiscal year. If other matters should come before
the meeting, the enclosed proxy confers upon the persons named therein
discretionary authority to vote such proxies in respect to any such other
matters in accordance with their best judgment.
Dated: August 21, 1998
7
<PAGE>
AMERICAN CONSUMERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
September 17, 1998
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
Michael A. Richardson and Paul R. Cook, and each of them, with full power
to act alone in the absence of the other, are hereby authorized to vote the
shares of the undersigned in American Consumers, Inc. ("ACI" or the "Company")
at its Annual Meeting of Shareholders to be held Thursday, September 17, 1998,
or at any adjournment or adjournments thereof (the "Annual Meeting"), upon the
matters set forth below in the manner indicated and at the discretion of the
persons named above on any other matter or matters which may properly come
before said meeting or any adjournment or adjournments thereof and require the
vote of shareholders:
1. ELECTION OF DIRECTORS
WITH ( ) WITHOUT ( ) authority to fix the number of directors for the
ensuing fiscal year at seven (7) and to vote for the election of the entire
group of persons nominated for election to the Board of Directors (except
as indicated below), consisting of John P. Price; Michael A. Richardson;
Thomas L. Richardson; Paul R. Cook; Jerome P. Sims, Sr.; Andrew V. Douglas;
Virgil E. Bishop; or for such substitute nominee or nominees named by the
Board of Directors at the Annual Meeting if any of the foregoing nominees
is unable to serve or will not serve.
(You may withhold authority to vote for any nominee listed above by entering his
name in the space below.)
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If this proxy is executed and returned, it will be voted in accordance with your
instructions indicated above unless revoked. IN THE ABSENCE OF SUCH INDICATION,
THIS PROXY WILL BE VOTED AFFIRMATIVELY FOR EACH OF THE LISTED NOMINEES.
The proxy may be revoked by you at any time before it is voted, and will in
no way interfere with your right to vote in person if you attend the meeting.
IF ANY OF THE FOREGOING NAMED NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IS
UNABLE TO SERVE OR WILL NOT SERVE, THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO
VOTE AT THE ANNUAL MEETING FOR SUBSTITUTE NOMINEES SELECTED BY THE BOARD OF
DIRECTORS.
This proxy should be dated, signed by the shareholder, and returned promptly in
the enclosed envelope. Persons signing in a fiduciary capacity should so
indicate.
DATED _______________________________, 1998
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Signature of Shareholder
