<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____________)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240-.14a-11(c) or (S)240.14a-12
JOSTENS, INC.
-----------------------
(Name of Registrant as Specified In Its Charter)
BRIAN K. BEUTNER
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computer pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
__________
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:___________________________________________________
Notes:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
[LOGO OF JOSTENS]
September 23, 1994
Dear Shareholder:
You are cordially invited to join us at the 1994 Annual Meeting of your
company, which will be held Thursday, October 27, 1994, 10 a.m. in the
Auditorium of the company's headquarters at 5501 Norman Center Drive,
Minneapolis, Minnesota. The formal notice of the meeting and proxy statement
appear on the following pages.
At the meeting, shareholders will elect two individuals to serve as directors
for terms of three years and consider the Board's proposal that shareholders
ratify the appointment of Ernst & Young as the company's independent
accountants for the 1995 fiscal year.
Directors and officers will be present before and after the meeting to talk
with shareholders. During the meeting there will be an opportunity for
shareholder questions regarding the affairs of the company and for discussion
of the business to be considered at the meeting.
We hope you will be able to attend and participate in the meeting. However,
whether or not you intend to attend the meeting in person, you can be assured
that your shares will be represented at the meeting by completing and returning
the enclosed proxy card in the envelope provided as soon as possible. Remember,
your vote is important!
Cordially,
[SIGNATURE OF ROBERT P. JENSEN LOGO]
Robert P. Jensen
Chairman of the Board
<PAGE>
[LOGO OF JOSTENS]
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 27, 1994
---------------------
To Our Shareholders:
The Annual Meeting of the Shareholders of Jostens, Inc., will be held at the
executive offices of the company, 5501 Norman Center Drive, Minneapolis,
Minnesota, Thursday, October 27, 1994, at 10 a.m., local time, for the
following purposes, as described in more detail in the accompanying Proxy
Statement.
1. To elect two directors to serve three year terms ending in 1995.
3. To ratify the appointment of Ernst & Young to act as independent
auditors of the company for the fiscal year ending June 30, 1995.
4. To transact such other business that may be properly considered at the
meeting or any adjournment thereof.
Shareholders of record at the close of business on September 7, 1994 are
entitled to notice of and to vote at the Annual Meeting or any adjournments of
the meeting.
ON BEHALF OF THE BOARD OF DIRECTORS
[SIGNATURE OF ORVILLE E. FISHER, JR. LOGO]
Orville E. Fisher, Jr., Secretary
September 23, 1994
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD
AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
[LOGO OF JOSTENS]
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 1994
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Jostens, Inc. in
connection with the solicitation by the Board of Directors of the company of
proxies for use at the Annual Meeting of Shareholders to be held Thursday,
October 27, 1994, at 10 a.m. local time, and at all adjournments thereof, for
the purposes set forth in the Notice of Annual Meeting of Shareholders.
A proxy may be revoked by the person giving it at any time before it is used
at the Annual Meeting. A proxy may be revoked by filing a revoking instrument
with the secretary of the company, by submitting a duly executed proxy bearing
a later date or by attending the Annual Meeting and voting in person.
Any proxy received pursuant to this solicitation will be voted at the Annual
Meeting as specified by the shareholder. A proxy signed by the shareholder but
lacking any such specification will be voted in favor of the proposals set
forth in the Notice of Annual Meeting of Shareholders and in favor of the
election of the nominees for director listed in this Proxy Statement.
The cost of solicitation will be borne by the company. Proxies will be
solicited primarily by mail. Shareholder Communications Corporation, New York,
N.Y. has been retained to assist in the distribution of proxies at an estimated
fee of $6,500 plus expenses. Directors, officers and employees of the company
may solicit proxies in person, by telephone, by telegram or by facsimile. The
company may reimburse brokerage firms and others for expenses incurred in
forwarding proxy materials to the beneficial owners of the company's common
stock.
This Proxy Statement and the enclosed form of proxy are first being mailed to
Jostens shareholders on September 23, 1994.
OUTSTANDING SHARES
Only shareholders of record at the close of business September 7, 1994, are
entitled to vote at the Annual Meeting. On September 7, 1994, the company had
45,490,306 outstanding shares of common stock, each such share entitling the
holder thereof to one vote on each matter to be voted on at the Annual Meeting.
Holders of shares of common stock are not entitled to cumulative voting rights.
Representation in person or by proxy of a majority of the shares outstanding is
required to constitute a quorum.
<PAGE>
The following table sets forth certain information concerning persons known
to the company to be the beneficial owner of more than five percent of the
company's common stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENT OF CLASS
---------------- ------------------ ----------------
<S> <C> <C>
State Farm Mutual Automobile 2,781,126 6.1%
Insurance Company(/1/)
One State Farm Plaza
Bloomington, IL 61710
The Capital Group, Inc.(/2/) 4,776,000 10.5%
333 South Hope Street
Los Angeles, CA 90071
FMR Corporation(/3/) 4,895,752 10.8%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- - - ---------------------
(1) The company has been advised that, as of January 28, 1994, this entity,
through its subsidiaries and affiliates, had sole voting and dispositive
power over all of the shares set forth above opposite its name.
(2) According to the Form 13G filed as of February 28, 1994, by this entity,
its subsidiaries, Capital Guardian Trust Company and Capital Research and
Management Company, had sole voting and dispositive power over all of the
shares set forth above opposite its name.
(3) According to the Form 13G filed as of August 31, 1994, this entity had sole
voting or dispositive power over all of the shares set forth above opposite
its name.
ELECTION OF DIRECTORS
NOMINATION
The company's Articles of Incorporation currently provide that the Board of
Directors shall consist of not less than five nor more than fifteen members,
which number shall be fixed from time to time by resolution of the Board and
shall be divided into three classes of as nearly equal size as possible. The
term of each class is three years and the term of one class expires each year
in rotation. The Board presently consists of seven members. At the Annual
Meeting, the terms of three current directors will expire. The term of Fred D.
Bjork expires at the Annual Meeting and he has chosen not to stand for re-
election. Mr. Bjork retired as an Executive Vice President of the company April
1, 1994, after 33 years with the company. The company thanks Mr. Bjork for his
service as an employee and director.
The Board has determined that there will be six directors of the company for
the ensuing year or until such time as the number of directors may be increased
by the Board. The Board of Directors has designated William A. Andres and
Mannie L. Jackson as nominees for election for three-year terms ending in 1997
or until their successors are duly elected and qualified. Both nominees are
currently directors of the company. The Board has no reason to believe that
either nominee will be unable to serve if elected. If prior to the Annual
Meeting, the Board should learn that either nominee will be unable to serve by
reason of death, incapacity or other unexpected occurrence, the proxies that
would have been voted for such nominee will be voted for a substitute nominee
as selected by the Board.
Mannie L. Jackson is Senior Vice President--Corporate Marketing and
Administration for Honeywell Inc. and is the corporate officer responsible for
energy and environmental business development, global
2
<PAGE>
customer alliances, human resources, community relations, government affairs
and corporate customer relations. Honeywell is a manufacturer of control
systems, providing products and services for use in homes, commercial and
industrial buildings and aviation throughout the world. Mr. Jackson joined
Honeywell in 1968. Previous to his current position, he held numerous senior
management positions in a number of important areas including sales and
marketing, human resources, strategic planning, venture and acquisition
management and as an operating general manager. He currently serves on the
board of Ashland Oil Corporation and a number of non-profit boards including
the Minneapolis Children's Theater Company, Minnesota Orchestral Association
and the Humphrey Institute. He is the majority owner, Chairman and CEO of the
Harlem Globetrotters International, an international family sports and
entertainment organization.
The following information has been furnished to the company by the respective
directors and nominees. Except as otherwise stated, each of the directors and
nominees has held his or her present occupation for the past five years. Set
forth below each individual's name is the year during which such director's
term expires.
<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS AGE SINCE
-------------------------------------------- --- --------
<S> <C> <C>
Lilyan H. Affinito, until 1991, served as Vice 63 1987
Chairman of the Board of Maxxam Group, Inc., a
forest products, real estate management and
[PHOTO OF development and integrated aluminum production
LILYAN H. AFFINITO] company. She previously served as President and
Chief Operations Officer of Maxxam Group. She is
also a director of Kmart Corporation; Caterpillar,
Inc.; Chrysler Corporation; NYNEX, Tambrands, Inc.
and Lillian Vernon Corp.
Lilyan H. Affinito
(1996)
William A. Andres, prior to his retirement in 1985, 68 1985
served as Chairman of the Board and Chief Executive
[PHOTO OF Officer of the Dayton Hudson Corporation, a
WILLIAM A. ANDRES] diversified national retail company. He is a
director of International Multifoods; Lowe's
Companies, Inc.; Scott Paper Company; and Hannaford
Bros. Co.
William A. Andres
(nominee)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS AGE SINCE
-------------------------------------------- --- --------
<S> <C> <C>
Robert C. Buhrmaster is the President and Chief 47 1993
Executive Officer of the company. Mr. Buhrmaster
joined Jostens in December 1992 as Executive Vice
[PHOTO OF President and Chief Staff Officer. He was named
ROBERT C. BUHRMASTER] President and Chief Operating Officer in June 1993
and was named to his current position in March 1994.
Prior to joining the company, Mr. Buhrmaster was
with Corning, Inc. for 18 years, most recently as
Senior Vice President of Strategy and Business
Development. He is a director of Marietta Corporation.
Robert C. Buhrmaster
(1995)
Mannie L. Jackson is Senior Vice President--Corporate 55 1994
Marketing and Administration of Honeywell Inc., a
[PHOTO OF manufacturer of control systems. He has been with
MANNIE L. JACKSON] Honeywell since 1968, serving in a variety of
executive capacities. He is a director of Ashland Oil
Corporation and is Chairman of Harlem Globetrotters
International, Inc.
Mannie L. Jackson
(nominee)
Robert P. Jensen is a private investor. He previously 68 1980
[PHOTO OF served as Chairman and Chief Executive Officer of
ROBERT P. JENSEN] G.K. Technologies, Inc.; Tiger International, Inc.;
and E.F. Hutton LBO, Inc. He is a trustee of the
Aerospace Corporation.
Robert P. Jensen
(1995)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS AGE SINCE
-------------------------------------------- --- --------
<S> <C> <C>
John W. Stodder is Vice Chairman of the Board of 71 1974
[PHOTO OF Jostens and is an Independent Corporate Finance 1959-
JOHN W. STODDER] Consultant. He is a director of Talley Industries, 1969
Inc.; Stevens Graphics Corporation and TransLeasing
Intl. Inc.
John W. Stodder
(1996)
</TABLE>
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
Committees. The business and affairs of the company are managed under the
direction of the Board of Directors, which met 17 times during the fiscal year
ended June 30, 1994. The Board maintains an Audit Committee and a Compensation
and Stock Option Committee. In October 1993, the Board established an Executive
Committee comprising all non-employee directors. The Board does not maintain a
nominating committee, but instead the Board as a whole determines the nominees
for director based on a slate recommended by the Executive Committee. The Board
will consider nominees recommended by shareholders. During fiscal year 1994, no
director attended fewer than 90 percent of the aggregate number of meetings of
the Board or the committees of which such director is a member.
The Audit Committee presently consists exclusively of all Board members who
are not present or past employees of the company or any of its subsidiaries.
The committee, along with other duties, reviews the company's financial and
accounting practices and procedures, the scope and results of the annual audit
performed by the company's independent auditors and the professional services
provided by such auditors. The Audit Committee met nine times during fiscal
year 1994.
The Compensation and Stock Option Committee presently consists of Directors
Andres, Stodder and Affinito. The committee, along with other duties, reviews,
evaluates and approves the various levels and forms of compensation for key
management and officers of the company. In addition, the committee administers
the company's stock option plans. The Compensation and Stock Option Committee
met six times during fiscal year 1994.
The Executive Committee presently consists exclusively of all Board members
who are not present or past employees of the company or any of its
subsidiaries. The committee charter permits it to exercise most of the powers
of the Board of Directors during intervals between regular meetings of the full
Board. The Executive Committee met nine times during fiscal year 1994.
Directors' Fees. An annual retainer of $22,000 is paid to those members of
the Board of Directors who are not present or past employees of the company.
Pursuant to the company's 1992 Stock Incentive Plan, each non-employee director
automatically is granted, as of the date of each annual meeting of
shareholders, a non-qualified option to purchase 1,000 shares of the company's
common stock at the then current market value. In addition, non-employee
directors receive $1,000 for each Board or Committee meeting attended and $500
for each telephone meeting. The Chair of each Board committee is entitled to an
additional $2,000 per year. A director may elect to defer payment of fees until
after his or her service as a director ceases. Such deferred fees bear interest
at a rate of one percentage point below the prime rate in effect each calendar
quarter.
5
<PAGE>
Upon the resignation of H. William Lurton as Chairman and Chief Executive
Officer on October 28, 1993, Director Jensen was elected Chairman of the Board
of Directors and of the Executive Committee of the Board, which conducted the
search for Chief Executive Officer as well as performed the functions of that
office. As that position required Mr. Jensen to be the key interface between
the Executive Committee and the company's management, the Board of Directors
entered into a consulting arrangement with Mr. Jensen to pay him an additional
fee of $50,000 per month beginning October 28, 1993. On March 10, 1994, when
the Board elected Mr. Buhrmaster Chief Executive Officer, Mr. Jensen's monthly
consulting fee was reduced to $25,000 per month. For each of the fiscal years
1994, 1993 and 1992, respectively, Mr. Jensen has received an aggregate cash
compensation as follows: $358,000, $41,500 and $31,000. All compensation paid
in fiscal years 1993 and 1992 were received as part of the standard
compensation for services as a Board member. In addition, pursuant to the
company's stock option plans (as part of the standard compensation for all non-
employee directors), Mr. Jensen has received a grant on the date of the annual
meeting of shareholders an option to purchase 1,000 shares of the company's
common stock, which vest at the rate of 25 percent per year and expire 10 years
after the date of grant at the following exercise prices during fiscal years
1994, 1993 and 1992, respectively: $19.00, $27.25 and $33.938.
SHARES HELD BY DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
COMMON SHARES OWNED BENEFICIALLY
AS OF SEPTEMBER 7, 1994(1)(2)
---------------------------------------
NAME AMOUNT PERCENT OF CLASS
---- ------ ----------------
<S> <C> <C>
Lilyan H. Affinito 6,000 *
William A. Andres 6,500 *
Fred D. Bjork 187,809 *
Robert C. Buhrmaster 23,250 *
Orville E. Fisher, Jr. 85,696 *
Mannie L. Jackson 0 0
Robert P. Jensen 7,968 *
John L. Jones 21,500 *
H. William Lurton(/3/) 613,341 1.3
Rick Prather 9,625 *
Trudy A. Rautio 1,875 *
John W. Stodder(/4/) 13,560 *
All present directors and executive
officers as a group (19 members) 606,136 1.2
</TABLE>
- - - ---------------------
(1) Unless otherwise noted, each person and group identified possesses sole
voting and investment power with respect to the shares shown opposite such
person's or group's name. Shares not outstanding but deemed beneficially
owned by virtue of the right of an individual to acquire them within 60
days are treated as outstanding only when determining the amount and
percent owned by such individual or group.
(2) Includes the following number of shares which may be acquired by the named
persons or group within 60 days upon the exercise of options: Ms. Affinito,
4,500 shares; Mr. Andres, 4,500 shares; Mr. Bjork, 133,500 shares; Mr.
Buhrmaster, 8,750 shares; Mr. Fisher, 71,753 shares; Mr. Jensen, 4,500
shares; Mr. Jones, 19,500 shares; Mr. Lurton, 418,750 shares; Mr. Prather,
9,625 shares; Ms. Rautio, 1,875 shares; Mr. Stodder, 4,500 shares; and all
directors and executive officers as a group, 409,281 shares.
(3) Includes 30,000 shares owned by the H. William Lurton Foundation; 1,250
shares owned by Mr. Lurton's spouse and 400 shares held by his minor
children as indicated on a Form 4 dated February 17, 1994.
(4) Shares voting and investment power with his spouse with respect to these
shares.
* Less than 1 percent of the outstanding shares.
6
<PAGE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
REGARDING EXECUTIVE COMPENSATION
TO JOSTENS, INC. STOCKHOLDERS:
The Compensation and Stock Option Committee of the Jostens Board of Directors
has the responsibility to establish and carry out the executive compensation
philosophy and programs of your company and to report to you the compensation
decisions and actions taken during the past fiscal year. We hope the
information presented in this report and the following graphs and charts will
be useful to you. It is organized as follows:
1. Philosophy.
2. Role of Our Committee.
3. Objectives of Executive Compensation.
4. Elements of the Executive Compensation Program.
5. Fiscal Year 1994 Compensation Decisions Relating to the CEO.
PHILOSOPHY
The Board of Directors has established a compensation philosophy and programs
that support and reinforce growth in shareholder value. Jostens recognizes and
rewards its employees for individual, team and overall company performance.
Jostens provides a competitive total compensation program that delivers premium
rewards for superior performance and below-competitive rewards for performance
that fails to meet our standards.
ROLE OF THE COMPENSATION AND STOCK OPTION COMMITTEE
As the Jostens Compensation and Stock Option Committee, we have the
responsibility to apply this philosophy to all executive compensation plans and
to individual compensation levels and awards. Our Committee consists
exclusively of outside independent Board members and we administer Jostens'
executive compensation plans. We have independent access to and use outside
executive compensation consultants on matters of plan design, administration
and competitiveness.
OBJECTIVES OF EXECUTIVE COMPENSATION
When applying Jostens' compensation philosophy to the executive officers of
your company, we aim to:
. Motivate sustained superior financial and stock return performance of the
company.
. Create a strong and direct link between company performance, increased
shareholder value and compensation of key executives.
. Recognize overall company performance and the value contributed by
individuals to company performance.
. Provide a total compensation program that is market competitive and will
help ensure that the company continues to be managed by talented,
results-oriented individuals.
7
<PAGE>
We directly link key executive officer compensation to your company's stock
performance and achievement of other long and short term performance goals and
objectives. Over 50 percent of an executive officer's potential estimated total
compensation is "at risk." If company performance targets are not achieved,
bonus and incentive awards are significantly reduced or not paid at all. If
performance targets are met or surpassed, shareholder value should increase and
executive officer performance-based compensation increases commensurate with
the company's performance.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
To achieve our executive compensation objectives, we structure compensation
packages that recognize the executive's current performance while maintaining
long-term orientation and stock-based components. The program we established
consists of base salary, an annual bonus and long-term incentives including
stock options and restricted stock. While we establish the elements and targets
for compensation, individual and corporate performance drive the actual
compensation paid. Performance-based incentive compensation (all pay other than
salary) comprises in excess of 50 percent of the compensation opportunity and
is tied to your company's short and long term earnings and stock performance.
Unless both earnings and stock performance objectives are met, executive
officers fail to earn their total compensation potential.
We emphasize performance-based compensation to put executive officers in a
similar position as you, the owners of the company, by putting significant
compensation opportunities at risk. In 1994, the company instituted a deposit
share program that requires executive officers to invest in the company through
their purchase of company common stock. Executive officers who are granted
stock options must purchase on the open market the number of shares of common
stock equal to 10 percent of the number of shares underlying each grant of
stock options they receive. Executive officers must hold the common stock they
purchase for at least five years (one year longer than the entire stock option
vesting period). This requirement is ongoing and will apply to future stock
option grants for executive officers. We may expand this program to apply to
other Jostens managers who receive stock option grants.
We target TOTAL COMPENSATION for executive officers to levels that reflect
total compensation offered by companies of similar size in general industry. We
analyze compensation levels annually to ensure the targets are set
appropriately. The comparison companies we use are not the same companies
included in the peer group performance graph in this Proxy Statement, because
the peer index includes companies with revenues well in excess of $2 billion
and companies with differing management challenges.
We establish BASE SALARIES of executive officers that are competitive with
the market median for similar positions in other companies of similar size in
general industry. Increases to executive officer base salary depend primarily
on individual performance and the executive officer's contribution and future
growth potential as well as company performance and competitive market rates.
We establish ANNUAL BONUS targets as a percentage of base salary and tie
payouts to achievement of business objectives. We tie annual bonus awards for
operating officers to achievement of corporate and operating unit financial
performance. Annual bonus awards for staff officers are tied to achievement of
corporate financial performance and company support objectives.
LONG-TERM INCENTIVE COMPENSATION consists of stock option grants and, for
Senior Vice Presidents and above, a three-year Long-Term Performance Award Plan
that provides cash payouts of 35 percent of salary based on achieving earnings
per share (EPS) growth targets established by the Board of Directors. In
8
<PAGE>
connection with the stock option program, executive officers are encouraged to
hold company stock on a long-term basis. Executive officers are subject to the
deposit share requirement described above. The terms of all company stock
option plans require that the exercise price of stock options be at least the
fair market value on the date of grant. We approve all grants of stock options.
FISCAL YEAR 1994 COMPENSATION DECISIONS RELATING TO THE CEO
The company did not achieve the corporate financial performance targets we
established for Fiscal Year 1994. The decisions we made regarding each
compensation element for your company's executive officers are in line with the
company's performance results.
During the past fiscal year, H. William Lurton retired as Chairman and Chief
Executive Officer (CEO) after 38 years of dedicated service to Jostens, 21
years as CEO. In March 1994, Robert C. Buhrmaster was named President and CEO.
Robert Jensen was appointed non-executive Chairman.
Mr. Lurton's base salary of $667,800, effective September 1, 1992, remained
unchanged from the prior year. Mr. Lurton's base salary was above the median of
the market, reflecting his contribution to the historical growth and earnings
of the company as well as his tenure and performance over that time. Mr. Lurton
did not earn an annual management bonus and did not earn a payout from the
Long-Term Performance Award Plan for the three-year plan period ending with
fiscal year 1994. We did not grant Mr. Lurton any options to purchase shares of
company common stock. During fiscal year 1994, we approved a consulting
agreement with Mr. Lurton to provide advice and consultation to the company
through mid-September 1994. Mr. Lurton received $60,000 in consulting fees as
well as office space and benefits from January 1, 1994, through June 30, 1994.
Mr. Buhrmaster's base salary was set at $450,000 per year, effective March
10, 1994, in recognition of his promotion to Chief Executive Officer. This new
salary represents a $112,500 increase over his salary as Chief Operating
Officer and is a market-competitive base salary for CEOs of similar sized
companies. While the company met some of the performance targets we established
for incentive payouts for fiscal year 1994, the major company financial target
for earnings per share was not met. We awarded Mr. Buhrmaster a special
$100,000 bonus in recognition of the significant contributions he made last
year. During the year, Mr. Buhrmaster enacted changes in business practices and
company direction necessary to address current business problems and support
future profitable growth. In addition to greatly improving Jostens' cash
position, his accomplishments included: developing and implementing a new long-
range strategic plan for the company; restructuring the U.S. Photography and
Jostens Learning businesses to improve performance; restructuring the corporate
staff and former School Products Group overhead structures; and implementing
business process reengineering to substantially decrease the company's annual
overhead expenditures.
We granted Mr. Buhrmaster options to purchase 150,000 shares of company
common stock (50,000 option shares as part of our annual management stock
option program and 100,000 option shares in recognition of his promotion to
CEO). During fiscal year 1994, we approved Mr. Buhrmaster as a participant in
the Long-Term Performance Award Plan covering the three-year period from fiscal
year 1994 to fiscal year 1996. Under the terms of the plan, payout will be
based on the achievement of the company's earnings per share performance target
established for the end of fiscal year 1996. Mr. Buhrmaster's targeted payout
from the plan is equal to 35 percent of his base salary as of January 26, 1994.
In fiscal year 1994, we did not make any payouts to participating executive
officers under the Long-Term Performance Award Plan that ended with fiscal year
1994. Mr. Buhrmaster was not a participant in the plan that ended with fiscal
year 1994.
9
<PAGE>
SUMMARY
We believe it is essential to attract and retain well-qualified, highly
motivated executives committed to successfully managing your company, and that
the quality and motivation of the Jostens executive leadership team are two of
the most crucial factors impacting the company's long-term success. We believe
that recognizing and rewarding individual and group achievement related to your
company's performance is very important in reinforcing our beliefs and in
advancing the long-term interests of you, the shareholder. We also believe that
the executive compensation actions we have taken are consistent with our
philosophy and objectives for the executive compensation program. As we move
forward, we will continue to link company performance to executive rewards and
to emphasize stock ownership as key components of the Jostens executive
compensation program.
RESPECTFULLY SUBMITTED,
Members of the Compensation and Stock Option Committee:
William A. Andres, Chair
Lilyan H. Affinito
John W. Stodder
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
of the company and the four most highly compensated executive officers of the
company in fiscal year 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------- ----------------------------------
OTHER LONG TERM
ANNUAL SECURITIES RESTRICTED INCENTIVE ALL OTHER
NAME AND COMPENSA- UNDERLYING STOCK PLAN COMPENSA-
PRINCIPAL POSITION YEAR SALARY(1)($) BONUS(2)($) TION(3)($) OPTIONS (#) AWARDS ($) PAYOUTS ($) TION(4)($)
------------------ ---- ------------ ----------- ---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
H. William Lurton, 1994 327,600 0 35,840 0 0 0 644,017
Former Chairman and 1993 662,800 0 37,421 80,000 0 0 120,734
Chief Executive 1992 622,851 100,000 NR 80,000 0 0 NR
Officer(/5/)
Robert C. Buhrmaster, 1994 363,726 100,000 25,109 150,000 0 0 0
President and Chief 1993 166,250 64,125 6,281 35,000 110,000 0 0
Executive Officer(/6/) 1992 0 0 NR 0 0 0 NR
John L. Jones, 1994 217,897 30,819 17,962 15,500 0 0 0
Senior Vice President-- 1993 205,583 21,705 20,450 26,000 0 0 1,196
Human Resources(/7/) 1992 87,500 30,713 NR 13,000 0 0 NR
Orville E. Fisher Jr., 1994 209,057 37,077 14,855 19,500 0 0 11,196
Senior Vice President, 1993 204,867 20,670 17,890 13,000 0 0 12,871
General Counsel and 1992 192,667 30,713 NR 13,000 0 0 NR
Secretary
Trudy A. Rautio, 1994 161,545 49,500 11,554 10,000 0 0 0
Vice President and 1993 12,750 50,000 0 0 0 0 0
Controller(/8/) 1992 N/A N/A NR N/A 0 0 NR
1994 136,417 64,994 9,807 7,000 0 0 0
Rick Prather, 1993 110,670 35,847 7,200 5,000 0 0 0
President--Recognition 1992 108,723 5,500 NR 3,500 0 0 NR
Fred D. Bjork, 1994 219,276 50,174 14,868 20,000 0 0 110,877
Former Executive Vice 1993 286,500 0 15,480 30,000 0 0 25,311
President(/9/) 1992 270,833 40,000 NR 30,000 0 0 NR
</TABLE>
- - - ---------------------
NR indicates not required.
(1) In accordance with company practice for certain managers in fiscal years
1993 and 1992, some executive officers chose to receive annual salary
increases in a lump sum rather than spread over the year.
(2) Includes bonuses paid in August of each year for the prior fiscal year.
11
<PAGE>
(3) Includes amounts for the following items and individuals in fiscal year
1994 for: (a) automobile allowance, (b) financial planning, and (c) club
dues:
<TABLE>
<CAPTION>
MR. MR. MR. MS. MR. MR.
MR. LURTON BUHRMASTER JONES FISHER RAUTIO PRATHER BJORK
---------- ---------- ----- ------ ------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
(a) $ 7,750 $11,100 $8,908 $7,750 $8,369 $7,200 $3,178
(b) $17,870 $10,000 $ 0 $ 850 $2,575 $ 0 $2,348
(c) $ 7,529 $ 0 $7,616 $4,676 $ 0 $2,607 $3,827
</TABLE>
and in fiscal year 1993:
<TABLE>
<CAPTION>
MR. MR. MR. MS. MR. MR.
MR. LURTON BUHRMASTER JONES FISHER RAUTIO PRATHER BJORK
---------- ---------- ----- ------ ------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
(a) $ 6,375 $4,200 $7,750 $7,750 $ 0 $7,200 $7,250
(b) $21,750 $ 0 $ 0 $2,700 $ 0 $ 0 $1,525
(c) $ 7,738 $ 0 $7,800 $4,327 $ 0 $ 0 $3,999
</TABLE>
(4) Includes life insurance premiums on the life of the named individuals paid
by the company in fiscal 1994 for the Executive Supplemental Retirement
Plan. The Executive Supplemental Retirement Plan was established in 1986
and is funded through a life insurance policy purchased on each individual.
The insurance proceeds are assigned to the company to reimburse it for the
cost of the premiums paid. There is no substantial net cost to the company
for this plan. Mr. Zeiger was not a participant in the Executive
Supplemental Retirement Plan.
(5) Mr. Lurton resigned as Chairman and Chief Executive Officer on October 28,
1993. Payments under the column heading "All Other Compensation" include
the following: $105,560 for life insurance premiums paid for the Executive
Supplemental Retirement Plan prior to Mr. Lurton's retirement; $8,804 for
office space and secretarial support; $179,561 for payout of previously
deferred compensation; $207,592 for payments from the Pension Plan D and
the unfunded supplemental pension plan; $82,500 for payments from the
company's Executive Supplemental Retirement Plan; and $60,000 for
consulting fees.
(6) Mr. Buhrmaster was appointed Chief Executive Officer on March 10, 1994. He
joined the company in December 1992 and was named President and Chief
Operating Officer in June 1993.
(7) Mr. Jones joined the company in January 1992.
(8) Ms. Rautio joined the company in June 1993.
(9) Mr. Bjork resigned as Executive Vice President effective April 1, 1994.
Payments under the column heading "All Other Compensation" include the
following: $18,846 premium for the Executive Supplemental Retirement Plan
and $92,031 for salary continuation payments.
12
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1994
JOSTENS, INC.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM (1)
--------------------------------------------------------- ---------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE 0% EXPIRATION 5% 10%
NAME (#) YEAR ($/SHARE) ($17.88/SHARE) DATE(2) ($29.12/SHARE) ($46.38/SHARE)
---- ---------- ---------- --------- -------------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. William Lurton....... 0 N/A N/A N/A N/A N/A N/A
Robert C. Buhrmaster.... 50,000 10.9 17.88 1/26/04 0 $ 562,000 $ 1,425,000
100,000 21.7 17.69 3/09/04 0 1,119,000(/3/) 2,819,000(/3/)
John L. Jones........... 15,500 3.4 17.88 1/26/04 0 174,220 441,750
Orville E. Fisher, Jr... 19,500 4.2 17.88 1/26/04 0 219,180 555,750
Trudy Rautio............ 2,500 * 17.88 1/26/04 0 28,100 71,250
7,500 1.6 20.125 8/12/03 0 94,913(/4/) 240,563(/4/)
Rick Prather............ 7,000 1.5 17.88 1/26/04 0 78,680 199,500
Fred D. Bjork........... 20,000 4.3 17.88 1/26/04 0 224,800 570,000
All Shareholders(/5/)... N/A N/A N/A N/A 0 511,311,000 1,296,473,700
</TABLE>
- - - ---------------------
(1) The "potential realizable value" shown is the potential gain on the last
day the option remains exercisable. This value will be achieved only if the
options have been held for the full 10 years and the stock price has
appreciated at the assumed rate. For the named executive officers, the
value is calculated from the option price per share of fiscal year 1994
granted options. For all shareholders, the gain is calculated from the
closing price of the common stock on January 26, 1994, based on the number
of outstanding shares of common stock on that date. Potential realizable
value is listed for illustration only. The values disclosed are not
intended to be and should not be interpreted as representations or
projections of future value of company stock or of the stock price.
(2) Options become exercisable for 25 percent of the shares one year after the
date of grant and 25 percent per year thereafter so long as employment with
the company or any of its subsidiaries continues. To the extent not already
exercisable, the options generally become exercisable upon the change in
control of the company. The exercise price may be paid in cash, in shares
of stock or pursuant to a cashless exercise procedure under which the
optionee instructs a brokerage firm to sell the purchased shares and remit
to the company out of the proceeds an amount equal to the exercise price
plus all applicable withholding taxes.
(3) Terminal value of one share at an assumed appreciation rate of 5 percent
and 10 percent annually is $28.88 and $45.88, respectively.
(4) Terminal value of one share at an assumed appreciation rate of 5 percent
and 10 percent annually is $32.78 and $52.20, respectively.
(5) Shown for comparative purposes only. The amounts indicate the increase in
the value of the company stock if the stock price appreciates at the rates
assumed in the table.
*Less than 1 percent of options granted.
13
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FISCAL YEAR END 1994 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. William Lurton....... 20,568 $142,804 398,750 120,000 $ 0 $ 0
Robert C. Buhrmaster.... 0 0 8,750 176,250 0 0
John L. Jones........... 0 0 13,000 41,500 0 0
Orville E. Fisher, Jr... 2,753 17,844 68,503 38,250 26,311 0
Trudy A. Rautio......... 0 0 0 10,000 0 0
Rick Prather............ 0 0 8,375 13,125 0 0
Fred D. Bjork........... 0 0 126,000 62,500 116,178 0
</TABLE>
- - - ---------------------
(1) Based on a closing price of $16.125 on June 30, 1994
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL YEAR 1994
The following table provides information concerning awards made during the
last fiscal year to the individuals named in the Summary Compensation Table
under the company's Performance Award Plan. The plan provides that the
Compensation and Stock Option Committee of the Board may establish performance
objectives for selected plan participants which, if attained over the course of
a three-year performance period, will result in the payment of incentive cash
bonuses (performance awards) to the participants. The performance objective
under the plan is tied to earnings per share (EPS). The target amount will be
earned if 100 percent of targeted EPS growth is achieved. The threshold amount
will be earned at the achievement of 90 percent of the targeted EPS and the
maximum award amount will be earned at achievement of 110 percent of targeted
EPS. If the company does not achieve 90 percent of the targeted EPS, no payout
will be made. Any payments earned and made under the plan will be reported in
the Summary Compensation Table in the year paid. The amounts shown in the table
are for illustration only and should not be construed as payouts for the
executives listed. Performance targets must be achieved before any payments are
made under the plan. In the event an executive officer's employment is
terminated due to death, disability or retirement, a pro rata payment will be
made based on the number of months during the performance period during which
the executive officer was employed.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE ---------------------------
NAME PERIOD THRESHOLD TARGET MAXIMUM
---- ----------- --------- -------- --------
<S> <C> <C> <C> <C>
H. William Lurton....................... N/A N/A N/A N/A
Robert C. Buhrmaster.................... 1994-1996 $70,875 $118,125 $165,375
John L. Jones........................... 1994-1996 46,229 77,048 107,867
Orville E. Fisher, Jr................... 1994-1996 44,492 74,154 103,816
Trudy A. Rautio......................... N/A N/A N/A N/A
Rick Prather............................ N/A N/A N/A N/A
Fred D. Bjork........................... 1994-1996 62,439 104,066 145,692
</TABLE>
14
<PAGE>
JOSTENS PENSION PLAN "D"
The company maintains a non-contributory pension plan, Pension Plan "D" (Plan
D), that provides benefits for substantially all salaried employees (not
including employees of Jostens Learning Corporation). Retirement income
benefits are based upon a participant's highest average annual compensation
(excluding performance award payments, if any) during any five consecutive
calendar years, years of credited service (to a maximum of 35 years), and the
Social Security covered compensation table in effect at termination.
The company also maintains an unfunded supplemental retirement plan that
gives additional credit under Plan D for years of service as a company sales
representative to those salespersons who are now employees of the company. In
addition, benefits specified in Plan D may exceed the level of benefits that
may be paid from a tax qualified plan under the Internal Revenue Code of 1986,
as amended. The benefits within that limit are paid from Plan D and benefits in
excess are paid from the unfunded supplemental plan.
The following table illustrates a reasonable estimate of the annual benefits
under Pension Plan D and the supplemental plan payable to employees, including
officers, under these plans. The table does not take into account transition
rule provisions of the plan for employees who were participants on June 30,
1988.
<TABLE>
<CAPTION>
PROJECTED ANNUAL BENEFIT AT
NORMAL RETIREMENT AT AGE 65(1)
---------------------------------------------------------------------------
FINAL ANNUAL YEARS OF SERVICE AT RETIREMENT(2)
AVERAGE ---------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$150,000 $28,900 $38,500 $48,200 $57,800 $67,400
200,000 40,100 53,500 66,900 80,300 93,700
300,000 62,600 83,500 104,400 125,300 146,200
400,000 85,100 113,500 141,900 170,300 198,700
500,000 107,600 143,500 179,400 215,300 251,200
600,000 130,100 173,500 216,900 260,300 303,700
700,000 152,600 203,500 254,400 305,300 356,200
800,000 175,100 233,500 291,900 350,300 408,700
900,000 197,600 263,500 329,400 395,300 461,200
950,000 208,900 278,500 348,200 417,800 487,400
</TABLE>
- - - ---------------------
(1) The projected benefits would be payable only in the form of a monthly
benefit for life upon retirement at age 65.
(2) The following individuals named in the Summary Compensation Table have the
respective number of years of service under Plan D: Mr. Lurton, 33 years;
Mr. Buhrmaster, 2 years; Mr. Jones, 3 years; Mr. Fisher, 19 years; Ms.
Rautio, 1 year; Mr. Prather, 20 years; and Mr. Bjork 33 years. Mr. Lurton
has 6 years of service under the supplemental plan. Mr. Lurton has been
receiving payments under Plan D and the supplemental plan since January 1,
1994.
15
<PAGE>
The company also maintains a non-contributory supplemental pension plan for
corporate vice presidents. Under the plan, vice presidents who retire with at
least 15 years of service and 8 years of service as a vice president are
eligible for a benefit equal to 1 percent of final salary for each year of
service, up to a maximum of 30 percent. For purposes of this plan, Mr. Jones
will be eligible to receive benefits under this plan if he has five years of
service at age 60, but the maximum benefit he may receive is limited to 5
percent of his salary at age 60. The other participants become eligible at age
50 for 50 percent of the benefit, increasing to 100 percent at age 55. The
calculation of benefits is frozen at the levels reached at age 60. If they
continue in their current positions at their current levels of compensation and
retire at age 60, the estimated total annual pension amounts from this plan for
Messrs. Buhrmaster, Jones, Fisher and Ms. Rautio would be $63,000, $11,007,
$59,323, and $31,350, respectively. Mr. Lurton receives an annual benefit under
this plan of $165,000. Mr. Bjork will begin receiving an annual benefit under
this plan of $80,279 on January 1, 1995. Mr. Prather is not a participant in
this plan.
PERFORMANCE GRAPH
Set forth below is a performance graph of the company's total return to
shareholders the last five fiscal years as compared to the S&P 500 Index and
the S&P Miscellaneous Sub-Index, of which the company is a part. The returns
are based on an assumed investment of $100 on July 1, 1989, in the company's
common stock and both of the indexes, with all dividends reinvested.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG JOSTENS, S&P 500 INDEX AND PEER GROUP
<TABLE>
<CAPTION>
Measurement Period S&P
(Fiscal Year Covered) JOSTENS 500 INDEX PEER GROUP
- - - ------------------- ------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- 6/89 $100 $100 $100
FYE 6/90 $129 $116 $119
FYE 6/91 $152 $125 $126
FYE 6/92 $126 $142 $145
FYE 6/93 $102 $161 $171
FYE 6/94 $89 $163 $178
</TABLE>
16
<PAGE>
COMPLIANCE WITH THE SECURITIES AND EXCHANGE ACT
The company's executive officers and directors are required under the
Securities and Exchange Act of 1934 to file reports of ownership and changes in
ownership of common stock of the company with the Securities Exchange
Commission and the New York Stock Exchange. Copies of these reports must also
be furnished to the company. Based solely on a review of the copies of the
reports furnished to the company and written representations that no other
reports were required, the company believes that all filing requirements
applicable to executive officers and directors have been complied with except
for: Mr. John L. Jones, Senior Vice President of Human Resources, filed a late
Form 4 (statement of changes in beneficial ownership) reporting the acquisition
of 2,000 shares.
APPOINTMENT OF AUDITORS
The Board of Directors has appointed Ernst & Young as independent auditors to
make an examination of the accounts of the company for the fiscal year ending
June 30, 1995, and to perform other appropriate accounting services. Although
it is not required to do so, the Board of Directors submits the appointment of
Ernst & Young to the shareholders for ratification.
The Board recommends a vote for ratification of Ernst & Young as independent
auditors for the fiscal year ending June 30, 1995. Unless a contrary choice is
specified, proxies solicited by the Board will be voted for ratification of
Ernst & Young. If the appointment of Ernst & Young is not ratified, the Board
of Directors will reconsider its appointment.
The company has requested and expects representatives of Ernst & Young to be
present at the Annual Meeting to make a statement if they so desire and to
respond to appropriate questions.
OTHER BUSINESS
The company knows of no other business that will be presented for
consideration at the Annual Meeting, other than that described in this Proxy
Statement. If, however, any other matters properly come before the meeting, it
is intended that proxies solicited by the Board will be voted in accordance
with the judgment of the individual or individuals voting the proxies.
SHAREHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals intended to be presented in the proxy materials
relating to the 1995 Annual Meeting of Shareholders must be received by the
company at its principal executive offices on or before May 30, 1995.
17
<PAGE>
MISCELLANEOUS
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED JUNE 30, 1994, TO EACH
PERSON WHO IS A SHAREHOLDER OF THE COMPANY AS OF SEPTEMBER 7, 1994, UPON
RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH AN ANNUAL REPORT ON
FORM 10-K. SUCH REQUESTS SHOULD BE SENT TO SHAREHOLDER RELATIONS, JOSTENS,
INC., 5501 NORMAN CENTER DRIVE, MINNEAPOLIS, MINNESOTA 55437.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE OF ORVILLE E. FISHER JR. LOGO]
Orville E. Fisher Jr., Secretary
September 23, 1994
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY CARD
AND RETURN IT PRIOR TO THE MEETING DATE IN THE ENCLOSED STAMPED ENVELOPE.
18
<PAGE>
(RECYCLING LOGO)
This Proxy Statement is printed on recycled paper.
<PAGE>
JOSTENS, INC.
5501 NORMAN CENTER DRIVE
MINNEAPOLIS, MINNESOTA 55437
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Robert C.
Buhrmaster and Orville E. Fisher, Jr., and each of them, as Proxies, each with
the power to appoint his substitute and to act without the other, and hereby
authorizes each of them to represent and to vote, as designated below, all
shares of common stock of Jostens, Inc. held of record by the undersigned on
September 7, 1994, at the Annual Meeting of Shareholders of the Company to be
held on October 27, 1994 or any adjournment thereof.
1. ELECTION OF DIRECTORS.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below.
contrary below).
William A. Andres, Mannie L. Jackson
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name on the space below)
-----------------------------------------------------------------------------
2. RATIFICATION OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 30, 1995.
FOR [_] AGAINST [_] ABSTAIN [_]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
- - - --------------------------------------------------------------------------------
(CONTINUED FROM OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED FOR ITEM 2 ABOVE AND TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES
NAMED IN ITEM 1 ABOVE.
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: _______________________, 1994
____________________________________
____________________________________
(Signature)
PLEASE MARK, SIGN, DATE AND PROMPTLY
RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED
STATES.
