<PAGE> 1
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 Rule 14a-11(c) or Rule 14a-12
KIMBALL INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
KIMBALL INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
KIMBALL INTERNATIONAL, INC
1600 ROYAL STREET
JASPER, INDIANA 47549
(812) 482-1600
------------------
NOTICE OF ANNUAL MEETING OF SHARE OWNERS
TO BE HELD OCTOBER 20, 1998
------------------
To the Share Owners of Kimball International, Inc.:
The annual meeting of our Share Owners of KIMBALL INTERNATIONAL, INC., an
Indiana corporation (the "Company"), will be held at the principal offices of
the Company, 1600 Royal Street, Jasper, Indiana on Tuesday, October 20, 1998, at
9:30 A.M., Eastern Standard Time, for the following purposes:
1. To elect twelve Directors of your Company.
2. To consider and transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on August 17, 1998,
for determining our Share Owners entitled to notice of and to vote at the
meeting and any adjournments thereof. Only Share Owners of record at the close
of business on that date will be entitled to vote. Voters of the shares of the
Company's Class A Common Stock are entitled to elect eleven Directors and to
vote upon all other matters to be presented at the meeting. Voters of the shares
of the Company's Class B Common Stock are entitled to elect one Director but are
not otherwise entitled to vote.
Proxies, being solicited on behalf of the Board of Directors, are enclosed
along with a return envelope which requires no postage if mailed in the United
States.
Whether or not you plan to attend the meeting, we urge you to execute and
return promptly the enclosed form of proxy. If you own both shares of Class A
Common Stock and Class B Common Stock, you will receive the Class A and Class B
proxies in separate mailings. Each of the proxies should be returned in the
envelope provided. The proxy is revocable and will not affect your right to vote
in person if you attend the meeting.
By Order of the Board of Directors
GARY P. CRITSER,
Secretary
September 9, 1998
PLEASE EXECUTE AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY.
<PAGE> 3
KIMBALL INTERNATIONAL, INC.
1600 ROYAL STREET
JASPER, INDIANA 47549
(812) 482-1600
------------------
ANNUAL MEETING OF SHARE OWNERS
OCTOBER 20, 1998
------------------
PROXY STATEMENT
This Proxy Statement is being mailed to our Share Owners of KIMBALL
INTERNATIONAL, INC. (the "Company") on or about September 9, 1998, and is
furnished in connection with the Board of Directors' solicitation of proxies to
be used at the Annual Meeting of Share Owners to be held October 20, 1998, at
the time and place and for the purpose of considering and acting upon the
matters specified in the Notice of Annual Meeting of Share Owners accompanying
this Proxy Statement.
Any of our Share Owners who execute and return a proxy may revoke the proxy
at any time prior to the voting thereof by either filing a written revocation
with the Secretary of the Company, submitting another duly executed proxy with a
later date, requesting the return of the proxy from the Secretary prior to the
vote, or attending the meeting and voting in person.
The entire cost of soliciting proxies will be borne by your Company. In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by Directors, Officers and employees of your
Company without extra compensation. Your Company will also reimburse brokerage
houses, custodians, nominees and fiduciaries for actual expenses incurred in
forwarding proxy material to beneficial owners.
The Annual Report to our Share Owners for the year ended June 30, 1998,
accompanies this Proxy Statement.
VOTING INFORMATION
Only Share Owners of record at the close of business on August 17, 1998,
will be entitled to vote at the Annual Meeting. On that date, there were
outstanding 14,382,596 shares of Class A Common Stock and 26,790,107 shares of
Class B Common Stock. Class A Share Owners will elect eleven Directors. Each
share of Class A Common Stock is entitled to one vote with respect to the
election of the eleven Directors and any other matters submitted to a vote at
the meeting. Each share of Class B Common Stock is entitled to one vote with
respect to the election of one Director but otherwise is not entitled to vote.
With a quorum present at the meeting, Directors will be elected by the
plurality of the votes cast by the shares entitled to vote in the election at
the meeting, (i.e., the nominees receiving the highest number of votes cast in
each category will be elected). The presence of a quorum requires that a
majority of outstanding shares be present at the meeting by proxy or in person.
Accordingly, neither the non-voting of shares nor withholding authority to vote
will affect the election of Directors.
All properly executed proxies received by the Board of Directors will be
voted. In the absence of contrary direction, the Board of Directors proposes to
vote the proxies FOR the election of each of the named nominees to the Board.
The Board of Directors knows of no other matters which may come up for
action at the meeting. However, if any other matter properly comes before the
meeting, the persons named in the proxy forms enclosed will vote in accordance
with their judgment on such matter using the discretionary authority granted in
the proxy forms.
<PAGE> 4
SHARE OWNER PROPOSALS
Proposals which are desired to be presented at the 1999 Annual Meeting by
Share Owners of record in respect of such a meeting must be received by the
Company at its principal executive offices, 1600 Royal Street, Jasper, Indiana
47549, no later than May 12, 1999. Such proposals, however, must meet certain
requirements of regulations of the Securities and Exchange Commission for
inclusion in the Company's Proxy Statement. Pursuant to recent amendments to the
rules relating to proxy statements under the Securities Exchange Act of 1934, as
amended (the Exchange Act), Share Owners of the Company are hereby notified that
any Share Owner proposal not included in the Company's proxy materials for its
1999 Annual Meeting of Share Owners in accordance with Rule 14a-8 under the
Exchange Act will be considered untimely for the purposes of Rules 14a-4 and
14a-5 under the Exchange Act if notice thereof is received by the Company after
July 26, 1999.
SHARE OWNERSHIP INFORMATION
Under regulations of the Securities and Exchange Commission, persons who
have power to vote or dispose of shares of the Company, either alone or jointly
with others, are deemed to be beneficial holders of such shares. Because the
voting or dispositive power of certain shares listed in the following table is
shared, the same securities in such cases are listed opposite more than one name
in the table. The total number of shares of the Company listed in the table for
the Executive Officers and Directors shown, after elimination of such
duplication, is 4,768,038 shares of Class A Common Stock (33.2% of the
outstanding) and 3,461,697 shares of Class B Common Stock (12.8% of the
outstanding), as of the date noted below.
Set forth in the following table are the beneficial holdings as of August
10, 1998, of the Company's Class A Common Stock and Class B Common Stock on the
basis described above for each person, including nominees for election as
Directors, known to your Company who may be deemed to own more than 5% of either
class of your Company's outstanding shares, of all other nominees for election
as Directors, and of all Directors and Executive Officers as a group:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(A)(B)
------------------------------------
SOLE SHARED
VOTING AND VOTING AND
DISPOSITIVE DISPOSITIVE PERCENT
NAME POWER POWER OF CLASS
- ---- ----------- ----------- --------
<S> <C> <C> <C> <C>
HOLDERS, INCLUDING NOMINEES FOR
ELECTION AS A DIRECTOR, OF MORE
THAN 5% OF THE OUTSTANDING
SHARES OF EITHER CLASS
NOMINEES FOR ELECTION AS A DIRECTOR:
Thomas L. Habig (d)............................... Class A 99,864 2,032,510 14.8%
1600 Royal Street Class B 119,593 574,901 2.6%
Jasper, Indiana 47549
Douglas A. Habig (c)(d)........................... Class A 948,617 1,986,343 20.4%
1600 Royal Street Class B 338,890 2,100,021 9.1%
Jasper, Indiana 47549
John B. Habig (d)................................. Class A 631,058 2,032,510 18.5%
1600 Royal Street Class B 286,720 574,901 3.2%
Jasper, Indiana 47549
James C. Thyen (c)(d)............................. Class A 254,470 None 1.8%
1600 Royal Street Class B 123,879 1,544,592 6.2%
Jasper, Indiana 47549
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(A)(B)
------------------------------------
SOLE SHARED
VOTING AND VOTING AND
DISPOSITIVE DISPOSITIVE PERCENT
NAME POWER POWER OF CLASS
- ---- ----------- ----------- --------
<S> <C> <C> <C> <C>
OTHERS:
Arnold F. Habig(f)................................ Class A 840,686 1,245,292 14.5%
1600 Royal Street Class B 522,247 49,364 2.1%
Jasper, Indiana 47549
The Kimball International, Inc.................... Class A None None None
Retirement Plan(f) Class B 1,544,592 None 5.8%
Springs Valley Bank & Trust Co. -- Trustee
1500 Main Street
Jasper, Indiana 47546
A. C. Sermersheim Family.......................... Class A 811,000 None 5.6%
Limited Partnership(g) Class B 373,576 None 1.4%
1113 West 14th Street
Jasper, Indiana 47546
Barbara J. Habig(f)............................... Class A 724,815 None 5.0%
4949 Lampkins Ridge Road Class B 135,200 None (e)
Bloomington, IN 47401
OTHER NOMINEES:
Ronald J. Thyen(d)................................ Class A 232,674 None 1.6%
Class B 159,241 None (e)
Dr. Jack R. Wentworth............................. Class A None None None
Class B 2,870 None (e)
John T. Thyen(d).................................. Class A 268,310 None 1.9%
Class B 126,849 None (e)
Brian K. Habig(d)................................. Class A 298,635 None 2.1%
Class
B...... 59,704 None (e)
Gary P. Critser(d)................................ Class A 1,900 None (e)
Class
B...... 72,288 9,490 (e)
Christine M. (Tina) Vujovich...................... Class A None None None
Class
B...... 2,144 None (e)
Alan B. Graf, Jr. ................................ Class A None None None
Class B 6,573 None (e)
Polly B. Kawalek.................................. Class A None None None
Class B 898 None (e)
All Executive Officers and Directors as a Group (14
persons)(c)(d)....................................... Class A 2,735,528 2,032,510 33.2%
Class B 1,332,714 2,128,983 12.8%
</TABLE>
- ---------------
(a) Includes shares owned by spouse and children living in the household of the
individuals listed. Beneficial ownership is disclaimed as to such shares and
as to all other shares over which the named person does not have full
beneficial rights.
(b) Class A Common Stock is convertible at the option of the holder to Class B
Common Stock on a share-for-share basis. Amounts are reported and
percentages are calculated on an unconverted basis.
(c) Douglas A. Habig and James C. Thyen are among members of the Advisory
Committee of the Company's Retirement Plan. The Plan owns 1,544,592 shares
of Class B Common Stock. The Committee has the power to instruct the Trustee
as to the voting and disposition of these shares. The shares held by the
Plan are included in shares shown in the above table. The shares shown for
the Plan and other shares shown elsewhere in this Proxy Statement include
additional shares issued from the two-for-one stock split effective November
12, 1997.
3
<PAGE> 6
(d) Class B shares include the following shares, including stock appreciation
rights, subject to acquisition by exercise of stock options within sixty
days; Thomas L. Habig 37,000 shares; Douglas A. Habig and James C. Thyen
13,000 shares each; John B. Habig and Ronald J. Thyen 41,000 shares each;
John T. Thyen 45,000 shares; Gary P. Critser 11,000 shares; Brian K. Habig
24,000 shares; and all Executive Officers and Directors as a group 250,564
shares. The percentage of Class B Share Owners by each person, or group, are
determined by including in the number of Class B shares outstanding those
Class B shares issuable to such person or group, assuming exercise of stock
options within sixty days.
(e) Totals are under one percent of the outstanding class of stock.
(f) This information is derived from notification received by the Company on
Schedule 13G or other communications.
(g) This information is derived from notification received by the Company on
Schedule 13D and other communications. As disclosed in the Schedule 13D,
Jane M. Hackman, Shirley A. Lewis and Ronald J. Sermersheim each have joint
voting and dispositive power of the shares listed. In addition, Ms. Hackman,
Ms. Lewis and Mr. Sermersheim each vote individually and own on a direct
basis, or through additional family partnerships, a total of 401,456 shares
of Class A Common Stock and 1,128,040 shares of Class B Common Stock.
ELECTION OF DIRECTORS
At the Annual Meeting, twelve Directors, constituting the full Board, are
to be elected to hold office until the next Annual Meeting of our Share Owners
or until their successors are duly elected and qualified. Holders of shares of
the Company's Class A Common Stock are entitled to elect eleven Directors, and
holders of shares of the Company's Class B Common Stock are entitled to elect
one Director. Each nominee is now a Director of the Company. If any such nominee
shall be unable to serve, the proxies will be voted to fill any vacancy so
arising in accordance with the discretionary authority of the persons named in
the proxies. The Board of Directors has no reason to believe that any such
nominee will be unable to serve. The nominees are:
4
<PAGE> 7
NOMINEES FOR ELECTION AS DIRECTORS
BY HOLDERS OF CLASS A COMMON STOCK
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE
- ---- -------------------- --------
<S> <C> <C>
Douglas A. Habig(a).................. Chairman of the Board of Directors and Chief 1973
Executive Officer of your Company; age 51
Thomas L. Habig(a)(c)................ Vice Chairman of the Board of Directors of your 1950
Company; age 70
James C. Thyen(b).................... President of your Company; age 54 1982
John B. Habig(a)..................... Senior Executive Vice President, Operations Officer, 1956
Electronics of your Company; age 65
Ronald J. Thyen(b)................... Senior Executive Vice President, Operations Officer, 1973
Furniture and Cabinets of your Company; age 61
Brian K. Habig(c).................... Executive Vice President, Sales and Marketing, 1992
Kimball Office Group of your Company; age 41
John T. Thyen(b)..................... Senior Executive Vice President, Marketing and Sales 1990
of your Company; age 59
Gary P. Critser...................... Senior Executive Vice President, Secretary, 1990
Treasurer of your Company; age 61
Christine M. (Tina) Vujovich......... Vice President, Worldwide Marketing, Bus and Light 1994
Commercial Automotive and Environmental Management,
Cummins Engine Co., Inc.; also Director of Irwin
Union Bank & Trust Co., a banking subsidiary of
Irwin Financial Corporation; age 46
Alan B. Graf, Jr. ................... Executive Vice President and Chief Financial 1996
Officer, FDX Corporation; age 44
Polly B. Kawalek..................... Vice President of The Quaker Oats Company and 1997
President, Hot Breakfast Division, The Quaker Oats
Company; age 43
</TABLE>
NOMINEE FOR ELECTION AS DIRECTOR
BY HOLDERS OF CLASS B COMMON STOCK
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE
- ---- -------------------- --------
<S> <C> <C>
Dr. Jack R. Wentworth................ Arthur M. Weimer Professor Emeritus of Business 1984
Administration, Indiana University; former Dean of
the Kelley School of Business, Indiana University;
also Director of Lone Star Industries, Inc. and
Market Facts, Inc.; age 70
</TABLE>
- ---------------
(a) Thomas L. Habig, Douglas A. Habig and John B. Habig are brothers.
(b) Ronald J. Thyen, James C. Thyen and John T. Thyen are brothers.
(c) Brian K. Habig is the son of Thomas L. Habig.
In December 1997 your Board of Directors amended the By-laws of the Company
to increase the number of Directors from eleven to twelve and elected Polly B.
Kawalek to the Board as a representative of Class A Share Owners. Ms. Kawalek
has been an employee of The Quaker Oats Company for nineteen years and since
1982 has held various management positions with the Company. Beginning in 1992
Ms. Kawalek was Vice President of the Wholesome Variety Unit of the Company.
During 1994 Ms. Kawalek's responsibilities changed to President of The Quaker
Snacks Group. Ms. Kawalek became President of The Hot Breakfast Division in
1996. In 1998 Ms. Kawalek was appointed Vice President of The Quaker Oats
Company in addition to her duties as President of The Hot Breakfast Division.
Each of the other eleven nominees is also currently a Director of the
Company and has been employed for more than the past five years by the same
employer in the capacity shown above, or some other executive capacity, except
for Alan B. Graf, Jr. Mr. Graf has been an employee of FDX Corporation through
the Federal Express Corporation since 1980. In 1987 Mr. Graf was appointed Vice
President, in 1991 Senior Vice President and Chief Financial Officer, and in
1996 to the position of Executive Vice President and Chief Financial Officer of
Federal Express Corporation. During 1998 Mr. Graf was named Executive Vice
President and Chief Executive Officer of FDX Corporation, the corporate holding
company for Federal Express Corporation, RPS, Roberts Express, Viking Freight,
and Caliber Logistics. Mr. Graf is also a member of the
5
<PAGE> 8
five-person Executive Committee of FDX Corporation responsible for planning and
executing all service functions of the corporation and its subsidiaries.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES
Your Board has four standing Committees: the Executive Committee, the Audit
Committee, the Compensation Committee and the Stock Option Committee. The
Executive Committee currently consists of Thomas L. Habig, Douglas A. Habig,
James C. Thyen, John B. Habig, Ronald J. Thyen, John T. Thyen and Gary P.
Critser. The By-Laws of the Company provide, except to the extent limited by
Indiana law, that the Executive Committee may exercise during the intervals
between the meetings of the Board all powers of the Board of Directors with
reference to the conduct of the business of your Company. During the 1998 fiscal
year the Board of Directors met six times, while the Executive Committee met
four times.
The Audit Committee consists of four members of the Board: Christine M.
Vujovich (Chairperson), Dr. Jack R. Wentworth, Alan B. Graf, Jr., and Polly B.
Kawalek, who are not salaried employees of the Company and who are, in the
opinion of the Board of Directors, free from any relationship that would
interfere with the exercise of independent judgment as a Committee member. The
Committee, which met two times during the 1998 fiscal year, annually recommends
to the Board of Directors the appointment of a firm of independent auditors and
reviews with the independent auditors and approves the plan and scope of their
audit for each fiscal year. The Committee also reviews with the independent
auditors the adequacy of internal accounting and financial controls and reviews
directly with the Company's Audit and Management Services Department the
activities of the department and the results of their internal control reviews
and tests. In addition, the Committee reviews all fees paid to the independent
auditors and approves fees paid to the independent auditors for non-audit
services, if the fees exceed a limit set by the Committee.
The members of the Compensation Committee are: Douglas A. Habig
(Chairperson), Dr. Jack R. Wentworth, Christine M. Vujovich, James C. Thyen, and
Gary P. Critser. The Committee's responsibilities consist of making all
determinations with respect to the compensation of the Chief Executive Officer
and to establish and maintain general compensation policies with respect to all
other Executive Officers of your Company. Members of the Committee also serve as
the Stock Option Committee of your Company's 1987 and 1996 Stock Incentive
Programs. The Compensation and Stock Option Committees each met once during
fiscal year 1998.
All Directors receive compensation of $16,000 per year. Directors who are
not Company employees receive an additional $2,000 for each meeting attended.
Directors who are Company employees receive an additional $1,500 for each
meeting attended. The Chairperson of the Audit Committee of the Board of
Directors receives $3,500 per meeting, and other Audit Committee members receive
$2,500 per meeting. Members of the Compensation Committee who are not Company
employees receive $1,000 per meeting. Members of the Executive Committee and the
Stock Option Committee receive no additional compensation for their service on
these committees.
Your Company maintains the 1996 Director Stock Compensation and Option
Plan, approved by Share Owners at the 1996 Annual Meeting, which allows
Directors to receive all or part of their annual retainer and meeting fees in
shares of Class B Common Stock and to receive grants of nonqualified stock
options in connection with that election.
All Directors during fiscal year 1998 attended in excess of 75% of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings held by all committees of the Board on which the
Directors serve except for Christine M. (Tina) Vujovich who attended 70% of such
meetings.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's Directors, Officers and Share Owners file with the Securities
and Exchange Commission and the Company an initial statement of beneficial
ownership and certain statements of changes in beneficial ownership of Common
Stock of the Company. Based solely on its review of such forms received by the
Company and written representation from the Directors and Officers that no other
reports were required, the Company is unaware of any instances of noncompliance,
or late compliance, with such filings during the fiscal year ended June 30,
1998.
6
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows, for the fiscal years indicated, the aggregate
cash compensation, including incentive compensation, paid by your Company to the
Chief Executive Officer and each of the four other most highly compensated
Executive Officers of your Company during the years ended June 30, 1998, 1997
and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)(2)
- --------------------------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Habig............. 1998 $304,800 $289,200 $35,872 13,000 $39,535
Chairman of the Board and 1997 279,600 318,324 37,847 12,000(3) 38,572
Chief Executive Officer 1996 264,600 258,045 36,271 12,000(3) 28,868
Thomas L. Habig.............. 1998 $259,400 $236,322 $43,227 13,000 $46,208
Vice Chairman of the Board 1997 251,400 269,148 37,723 12,000 42,685
1996 241,300 224,764 40,018 12,000 31,009
James C. Thyen............... 1998 $268,400 $242,988 $43,119 13,000 $34,888
President 557(4)
1997 243,200 265,376 37,984 10,000(3) 33,567
262(4)
1996 228,200 215,074 40,632 10,000(3) 24,775
John B. Habig................ 1998 $248,000 $216,324 $60,771 11,000 $39,023
Senior Executive 1997 227,800 238,100 48,134 10,000 35,866
Vice President, 1996 215,200 192,387 43,956 10,000 26,050
Operations Officer,
Electronics
John T. Thyen................ 1998 $248,000 $213,360 $41,532 11,000 $34,653
Senior Executive 435(4)
Vice President, 1997 227,800 234,904 39,790 10,000 32,416
Marketing and Sales 1996 215,200 190,164 32,753 10,000 23,876
</TABLE>
- ---------------
(1) Includes Director fees, and, along with other Officers and certain
employees, executive tax assistance program, supplemental group medical and
life insurance, and automotive allowances.
(2) For 1998 includes, on behalf of the named individuals, all other
compensation as follows:
<TABLE>
<CAPTION>
COMPANY PAYMENTS SPLIT-DOLLAR
TO RETIREMENT AND LIFE INSURANCE
SUPPLEMENTAL EMPLOYEE PREMIUM
RETIREMENT PLANS VALUE
--------------------- --------------
<S> <C> <C>
Thomas L. Habig............................... $29,082 $17,126
Douglas A. Habig.............................. $34,009 $ 5,526
James C. Thyen................................ $29,219 $ 5,669
John B. Habig................................. $26,870 $12,153
John T. Thyen................................. $26,948 $ 7,705
</TABLE>
- ---------------
(3) Shares shown are stock ownership equivalents.
(4) Shares shown are shares granted under the Company's 1996 Director Stock
Compensation and Option Plan.
7
<PAGE> 10
CASH BONUS PLANS
Your Company has a Profit Sharing Bonus Plan in which all Executive
Officers and eligible salaried employees participate. Effective July 1, 1996,
the Plan was amended and is now based on an "Economic Value Added" or "EVA"
philosophy whereby the Company's cost of capital is deducted from income to
arrive at an Economic Profit. (EVA is a registered trademark of Stern Stewart &
Co.) The Compensation Committee believes that changes in Economic Profit
correlate with long-term Share Owner value. The amount of bonus earned during a
fiscal year is based upon achieving predetermined Economic Profit levels. The
Economic Profit levels required to achieve bonus are based in part on external
benchmarks.
Capital from which the cost of capital is computed includes all assets
deployed (with certain adjustments to reflect current economic costs) less
current liabilities. Capital computed for the individual business unit Plans
excludes all cash and cash investments while capital computed for the Officers'
Plan includes these less productive assets. This motivates the business units to
generate cash and the Officers to seek out and deploy the Company's cash and
cash investments in business investments that generate returns in excess of your
Company's cost of capital.
The plan is structured whereby eligible employees with increasingly higher
levels of responsibility to impact profitability have a greater percentage of
their total compensation at risk, allowing for a greater incentive to increase
Economic Profit. The Plan is also designed to pay bonuses at an increasing
percent of base salary the higher the Economic Profit that is achieved; so
higher levels of Economic Profit result in a greater amount of each dollar of
profit being paid out in bonus than at lower profit levels, again providing a
greater incentive to increase Economic Profit. Once a minimum threshold of
Economic Profit is attained, eligible employees may earn bonuses ranging from 4%
to 100% of base salary. Officers, including Executive Officers, may earn a bonus
ranging from 20% to 100% of base salary. The Plan is also structured whereby
business unit and group participants may earn a higher bonus as a percent of
salary than Officers.
Because no single incentive plan is perfect and special situations occur
where an individual achievement may not be adequately recognized by the Profit
Sharing Bonus Plan, there is a Supplemental Bonus Plan reviewed and approved on
an annual basis by your Board of Directors where a maximum of 2.4% of the
Company's overall annual net income (before bonuses paid pursuant to the
Company's Profit Sharing Bonus Plan) may be designated as supplemental bonuses
to those eligible employees, at the discretion of the Chairman of the Board,
Vice Chairman of the Board, and President. The 2.4% is an effective 1.5% on a
comparative pre-tax basis. Any award to the Chief Executive Officer under this
Supplemental Bonus Plan must be approved and awarded by the Compensation
Committee of the Board of Directors.
Under your Company's bonus plans, with certain exceptions, bonuses are
accrued annually and paid in five installments over the succeeding fiscal year.
Except for provisions relating to retirement, death and permanent disability,
participants must be actively employed on each payment date to be eligible to
receive the bonus.
RETIREMENT PLANS
Your Company maintains a defined contribution retirement plan with a 401(k)
provision for all eligible domestic employees. The Plan provides for voluntary
employee contributions as well as a discretionary annual Company contribution as
determined by the Board of Directors based on income of the Company as defined
in the Plan. Each eligible employee's Company contribution is defined as a
percent of eligible compensation, the percent being identical for all eligible
employees, including Executive Officers. Participant accounts are fully vested
after seven years of participation. All Executive Officers were fully vested at
June 30, 1998. The Retirement Trust account is fully funded and fully vested.
For those eligible employees who, under the 1986 Tax Reform Act, are deemed to
be highly compensated, their individual Company contribution under the
retirement plan is reduced. For employees who are eligible, there is a
nonqualified, unfunded Supplemental Employee Retirement Plan (SERP) in which
your Company contributes to the account of each individual an amount equal to
the reduction in the contribution under the defined contribution retirement plan
arising from the provisions of the 1986 Tax Reform Act.
8
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS IN 1998
------------------------------------------------------ POTENTIAL REALIZED
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SAR ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES OR TERM OF THE OPTION(1)
OPTIONS/SAR IN FISCAL STRIKE EXPIRATION ---------------------------
NAME GRANTED (#) YEAR PRICE ($) DATE 5% ($) 10% ($)
- ---- ----------- ----------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. Habig.......... 13,000 2.2% $21.825 8/24/07 $178,425 $452,179
Douglas A. Habig......... 13,000 2.2% $21.825 8/24/07 $178,425 $452,179
John B. Habig............ 11,000 1.9% $21.825 8/24/07 $150,975 $382,613
James C. Thyen........... 462 .1% $20.555 10/27/02 $2,623 $5,796
13,000 2.2% $21.825 8/24/07 $178,425 $452,179
95 -- $23.56 4/26/03 $618 $1,366
John T. Thyen............ 11,000 1.9% $21.825 8/24/07 $150,975 $382,613
388 .1% $20.555 10/27/02 $2,203 $4,868
47 -- $23.56 4/26/03 $306 $676
All Optionees............ 588,889 100% $21.82 (2) 8/24/02 $4,366,000 $10,118,000
through
8/24/07
All Share Owners(3)...... N/A N/A N/A N/A $305,800,000 $694,000,000
All Optionees' potential
gain as a percent of
all Share Owner gain... 1.4% 1.5%
</TABLE>
- ---------------
(1) Potential realizable values are based upon assumed rates of appreciation
prescribed by the Securities and Exchange Commission. Under these rules it
is assumed the Company's Class B Common Stock will appreciate in value from
the date of grant to the end of the award term at annualized rates of 5% and
10%. The 5% and 10% rates prescribed by the Securities and Exchange
Commission are not intended to forecast possible future appreciation of the
Company's stock.
(2) Weighted average per share exercise price of all options issued in fiscal
year ended June 30, 1998.
(3) The amounts shown represent a hypothetical return to all holders of your
Company's Common Stock, assuming that all Share Owners purchased their
shares at a per share purchase price of $21.82, the weighted average of the
exercise prices for all options granted during the period, and that all
Share Owners hold the shares continuously for the average term of the
options. The amounts were computed based upon 41,211,535 shares outstanding
at June 30, 1998. The computed increase in market value to Share Owners is
shown for comparative purposes only. It is not a prediction of future stock
appreciation.
Your Company's 1996 Stock Incentive Program (1996 Plan) was approved by
Share Owners at the October 1996 Annual Meeting replacing the 1987 Stock
Incentive Program. The 1996 Plan permits a variety of benefits consisting of
Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights,
Restricted Stock Awards and Performance Shares. All Incentive Stock and
Nonqualified Stock Options issued were granted at 100% of fair market value on
date of grant. Options generally become exercisable two years from date of grant
and expire five years from date of grant. For certain Senior Executive Officers,
options issued during the 1998 fiscal year expire ten years from date of grant.
All options issued have certain provisions relating to termination of employment
by reason of disability or retirement and provisions regarding death of the
option's holder. Under certain circumstances the options may be forfeited.
Options granted during 1998 include 478,500 shares of Incentive Stock
Options, and 106,000 shares of Nonqualified Stock Options with Stock
Appreciation Rights issued under the 1996 Stock Incentive Program, and 4,389
shares of Nonqualified Stock Options issued under the 1996 Director Stock
Compensation and Option Plan. Shares issued to the five named individuals are
Nonqualified Stock Options with Stock
9
<PAGE> 12
Appreciation Rights. James C. Thyen and John T. Thyen also received Nonqualified
Stock Options under the 1996 Director Stock Compensation and Option Plan.
Stock options and stock ownership equivalent awards only produce value to
Executives if the price of your Company stock appreciates, thereby increasing
the link of interest of Executives with those of Share Owners.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth information with respect to the named
Executive Officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of this fiscal year:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES YEAR END 1998 (#) YEAR END 1998 ($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. Habig.......... 23,000 $164,935 25,000 12,000 $ 64,260 $ 52,260
Douglas A. Habig......... None None 13,000 47,000(2) -- $223,955
John B. Habig............ None None 40,000 10,000 $142,525 $ 43,550
James C. Thyen........... None None 13,000 39,000(2) None $186,124
819 -- None
John T. Thyen............ 5,000 $ 16,625 35,000 10,435 $125,900 $ 43,550
</TABLE>
- ---------------
(1) Based on the NASDAQ quoted closing price as published in the Wall Street
Journal for the last business day of the fiscal year ($18.125 per share).
(2) Securities are stock ownership equivalents.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW
Your Company applies a consistent philosophy to compensation for all
employees, including senior management. The goal of the Compensation Program is
to align compensation with business objectives and performance as a key link in
increasing Share Owners' value. The Committee's responsibility as delegated by
the Board of Directors is to establish the general compensation policies with
respect to your Company's Executive Officers and to make all determinations with
respect to the compensation of the Company's Chief Executive Officer. The
members of the Committee are also members of the Stock Option Committee of the
Company's 1987 and 1996 Stock Incentive Programs.
COMPENSATION PHILOSOPHY
Since its founding, Kimball International has linked all employees'
compensation to the financial success of your Company. Through the use of
incentives, including commissions, profit sharing bonuses, a defined
contribution retirement plan funded in part through a percentage share of
corporate profits, a retirement plan trust investment in Company stock, and a
stock option plan, all employees are linked in a common interest with Share
Owners in the Company's short and long-term performance. Total compensation is
viewed as more than cash payments and unrelated pieces. The total compensation
package is planned and managed to keep various elements of compensation in
balance to help maintain the link of a common interest with Share Owners.
10
<PAGE> 13
This basic philosophy is acknowledged in your Company's Guiding Principles
communicated to all employees which state in part:
"Profits are the ultimate measure of how efficiently and effectively
we serve our customers and are the only true source of long-term job
security. Profitability and financial resources give us the freedom to
shape our future and achieve our vision."
and
"We want employees to share in their Company's success, both
financially and through personal growth and fulfillment."
Our philosophies are translated into practice through specific compensation
plans. In this regard, every Kimball International employee has a portion of his
or her compensation linked to Company performance.
Most production employees are paid, either on an individual basis or
through team participation, incentives based upon units of production.
Compensation rises and falls with success in improving productivity and
production processes. Holiday and vacation compensation is tied directly to
incentive compensation.
Field sales personnel compensation includes commissions related to sales.
Compensation rises and falls with success in making sales.
Salaried employees at all levels participate in a common Profit Sharing
Bonus Plan. This Plan links to Economic Profit. It is believed the link to
Economic Profit for the Incentive Bonus Plan will help focus our decision makers
on the most effective use of capital and will improve the focus of providing
excellent returns on the investments of you, our Share Owners. Under our Profit
Sharing Bonus Plan, bonuses are paid only if we create Share Owner value through
Economic Profit. Economic Profit is defined in the Cash Bonus Plans section of
this Proxy Statement. The Profit Sharing Bonus Plan goals are based in part on
external benchmarks as guidelines which help to assure a consistent focus and
reasonable benchmark on providing these returns. Further, the Plan places a
proportionately higher share of compensation at risk at each level of
management.
Key personnel participated in the 1987 Stock Incentive Program and are now
participating in the 1996 Stock Incentive Program, strengthening the link to a
common interest with Share Owners.
The Retirement Plan for all employees is funded in part through Company
contributions directly related to Company profitability. In addition, all
employees who are eligible to participate in the Plan are indirectly Share
Owners through the 1,544,592 shares of your Company stock held in the Retirement
Trust.
The Cash Bonus Plans, Stock Incentive Programs, and Retirement Plans are
described elsewhere in this Proxy Statement.
Combining the Profit Sharing and Supplemental Bonus Plans for short-term
incentive and the 1987 and 1996 Stock Incentive Plans for long-term incentive, a
total of approximately 115 managers, including senior management, have in excess
of 50% of their total potential compensation tied to Company performance related
to profitability and Share Owners' returns.
The Committee believes that your Company's historical and ongoing strategy
of strongly linking compensation of all employees to Company financial
performance serves in the best interests of Share Owners by enabling employees
to share in Company risk and success. It is the Committee's intent to continue
this strategy, refining programs consistent with changing business needs, to
assure a continuing commitment to financial success.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
In the context of historical practice, the annual salary of the Chief
Executive Officer is based upon numerous subjective factors, including
responsibility level, overall conduct of corporate affairs, and leadership in
progress towards achieving strategic objectives. The Committee does not target
any specific quartile of public survey data for any component of the Chief
Executive Officer's total compensation, nor does it utilize
11
<PAGE> 14
any specific target or formula. While the Committee does review compensation of
the Chief Executive Officers of other manufacturing companies of similar size in
sales, there is no special attempt to set Mr. Habig's compensation in any
particular relationship to the comparative data. In consultation with Thomas L.
Habig, (with the Chief Executive Officer absent from this portion of the meeting
and not voting), the Committee, based on factors discussed above, unanimously
increased Douglas A. Habig's salary during July 1997 from an annualized base of
$280,800 to $306,800. The increase in salary was also linked to Mr. Habig's
election by the Board of Directors to the position of Chairman of the Board, in
addition to his Chief Executive Officer responsibilities.
Under your Company's Profit Sharing Bonus Plan described elsewhere in this
Proxy Statement, the Chief Executive Officer's bonus for 1998 amounted to 57% of
1998 salary, while under this Plan the percent earned was 68% and 57% in 1997
and 1996 respectively. Under the Supplemental Bonus Plan, also described
elsewhere in this Proxy Statement, for 1998 the Committee, in consultation with
Thomas L. Habig, (with the Chief Executive Officer absent from this portion of
the meeting and not voting), unanimously awarded Douglas A. Habig a bonus of
$112,500. Under this Plan, Mr. Douglas A. Habig was awarded $125,000 in 1997 and
$105,000 in 1996. These awards were based upon the Committee's subjective
evaluations of Mr. Habig's job performance, leadership in the planning and
implementation of the Company's strategic objectives, and profitability trends,
which are both short and long-term measures. The Company's Chairman and Chief
Executive Officer, Vice Chairman, and President establish the salaries and
supplemental bonuses of the Company's other Executive Officers.
As described elsewhere within this Proxy Statement, during your Company's
1998 fiscal year, the Stock Option Committee granted options under the 1996
Stock Incentive Program to key Executives and other key employees. Because Mr.
Douglas A. Habig is a member of the Stock Option Committee, thus is not eligible
to be awarded options by the Stock Option Committee, the Committee (with Mr.
Habig not voting) unanimously recommended to the Board of Directors that Mr.
Habig be awarded 13,000 shares in the form of a Nonqualified Stock Option
described elsewhere in this Proxy Statement. The Board of Directors unanimously
concurred with the recommendation. The stock option granted to Mr. Habig was
made in coordination with stock options issued to other executives and key
employees. Options issued to the Executives and other Company employees by the
Stock Option Committee are generally based on level of individual
responsibility. Thus, taking into consideration the cash bonus which can be
earned under the Company's Profit Sharing and Supplemental Bonus Plans and stock
options, over one-half of the total potential compensation of the Chief
Executive Officer, as well as the other four named Executive Officers, are tied
directly into performance related to profitability and your Company's stock
price.
OTHER
The Committee has also considered the potential effect of the Revenue
Reconciliation Act of 1993 on Executive compensation. The Committee believes
that in the foreseeable future, none of the Company's Officers covered under the
law will have annual compensation in excess of $1 million. Thus, all
compensation will be deductible for tax purposes. The Committee will continue to
monitor your Company's compensation program in relation to the Act.
At the June 1997 Board meeting, the Board of Directors approved a plan of a
long-term requirement regarding ownership of your Company stock by its key
decision-makers, including members of the Board of Directors and Executive
Officers. The Committee is also cognizant of the significant amount of shares of
your Company stock presently owned by the Chief Executive Officer and the other
four reporting Executive Officers. This policy regarding share ownership and the
present significant shareholdings of the Chief Executive Officer and other four
reporting Officers helps assure a strong link with the common interest of Share
Owners in the Company's long-term success.
12
<PAGE> 15
The Committee, in its June 1998 meeting, unanimously approved the Economic
Profit targets under the Company's 1999 fiscal year Profit Sharing Bonus Plan.
COMPENSATION COMMITTEE
<TABLE>
<S> <C>
Douglas A. Habig (Chairperson) James C. Thyen
Dr. Jack R. Wentworth Gary P.
Critser
Christine M. (Tina) Vujovich
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Douglas A. Habig is Chairman of the Board and Chief Executive Officer and a
brother of Thomas L. Habig, Vice Chairman of the Board, and John B. Habig,
Senior Executive Vice President, Operations Officer, Electronics, of your
Company. James C. Thyen, President, is a brother of John T. Thyen and Ronald J.
Thyen, Senior Executive Vice Presidents of your Company. Gary P. Critser is a
Senior Executive Vice President, Secretary, and Treasurer of your Company. Dr.
Jack R. Wentworth and Christine M. (Tina) Vujovich are Directors of your Company
and are not employees.
Certain Executive Officers and Directors of the Company, including Messrs.
Habig, Thyen and Critser, as a group, own beneficially (including shares held by
spouses and minor children of which beneficial ownership is disclaimed) 9.9% of
the outstanding shares of SVB&T Corp., the holding company of Springs Valley
Bank and Trust Co., French Lick and Jasper, Indiana ("the Bank"). In addition,
the Company's Retirement Trust owns beneficially 19.4% of the outstanding stock
of the holding company. The Bank is a principal depository of the Company. It
also serves and receives fees as trustee of certain Company employee benefit
programs. Executive Management of your Company believes that the terms of the
above-described transactions with the Bank are as favorable as available from
other sources.
13
<PAGE> 16
PERFORMANCE GRAPH
The graph below compares the cumulative total return to Share Owners on the
Common Stock of your Company from June 30, 1993, through June 30, 1998, the last
business day in the respective fiscal years, to the cumulative total return of
the S&P Midcap 400 Index and the NASDAQ U.S. Composite Index for the same period
of time. Your Board of Directors does not believe that any published specific
industry or line-of-business index adequately represents the current operations
of your Company or that it can identify a peer group that merits comparison. The
graph assumes $100 is invested in your Company stock and each of the two indexes
at the closing market quotations on June 30, 1993, and that dividends are
reinvested. The performances shown on the graph are not necessarily indicative
of future price performance.
Performance Graph
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kimball International, Inc. 100.0 82.0 99.3 104.3 156.1 144.9
- ----------------------------------------------------------------------------------------
S&P Midcap 400 Index 100.0 99.9 122.3 148.7 183.3 233.1
- ----------------------------------------------------------------------------------------
NASDAQ U.S. Composite Index 100.0 101.0 134.8 173.0 210.4 277.7
- ----------------------------------------------------------------------------------------
</TABLE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent certified public accountants, examined the
Company's financial statements for the year ended June 30, 1998, and also for
the prior eighteen fiscal years. Representatives of Arthur Andersen LLP will be
present at the Annual Meeting and will have the opportunity to make a statement
and will be available to respond to appropriate questions. Arthur Andersen LLP
has been selected as the Company's independent auditors for the 1999 fiscal
year.
By Order of the Board of Directors
GARY P. CRITSER, Secretary
September 9, 1998
14
<PAGE> 17
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY
(For Class A Stock)
KIMBALL INTERNATIONAL, INC.
I appoint Thomas L. Habig, James C. Thyen, and Douglas A. Habig, and each of
them, each with full power of substitution, as Proxies to vote all shares of
CLASS A COMMON STOCK of Kimball International, Inc. standing in my name on its
books at the close of business on August 17, 1998, at the annual meeting of its
share owners to be held at the principal offices of the Company located at 1600
Royal Street, Jasper, Indiana, at 9:30 A.M., Eastern Standard Time, on Tuesday,
October 20, 1998, and at any adjournments thereof, with respect to the following
matters:
This Proxy when properly executed will be voted in the manner directed by the
undersigned share owner.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. PLEASE MARK
BOX [ ] OR [X]
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all the
to the contrary below) nominees listed below
Thomas L. Habig, Douglas A. Habig, James C. Thyen, John B. Habig, Ronald J.
Thyen, Christine M. "Tina" Vujovich, Brian K. Habig, John T. Thyen, Alan B.
Graf, Jr., Polly B. Kawalek, and Gary P. Critser
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
___________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(PLEASE DATE AND SIGN BELOW.)
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
Date: ________________________________, 1998
______________________________________________
(Signature)
______________________________________________
(Signature)
(If stock is registered in the name of more
than one person, the Proxy should be signed by
all named owners. If signing as attorney,
executor, administrator, trustee, guardian,
corporate official, etc., please give full
title as such.)
<PAGE> 18
KIMBALL INTERNATIONAL, INC.
PROXY
(FOR CLASS B STOCK)
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I appoint Thomas L. Habig, James C. Thyen, and Douglas A. Habig, or any one or
more of them, each with full power of substitution, as Proxies to vote all
shares of CLASS B COMMON STOCK of Kimball International, Inc., standing in my
name on its books at the close of business on August 17, 1998, at the annual
meeting of its share owners to be held at the principal offices of the Company
located at 1600 Royal Street, Jasper, Indiana, at 9:30 A.M., Eastern Standard
Time, on Tuesday, October 20, 1998, and at any adjournments thereof, with
respect to the following matters:
(Please date and sign on reverse side)
________________________________________________________________________________
This Proxy when properly executed will be voted in the manner directed by the
undersigned share owner.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. PLEASE MARK
BOX [ ] OR [X]
1. ELECTION OF DIRECTOR
[ ] FOR the nominee listed DR. JACK R. WENTWORTH
[ ] WITHHOLD AUTHORITY
to vote for the nominee listed
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY
HERETOFORE GIVEN AND ACKNOWLEDGES RECEIPT OF
THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL
MEETING.
Date: __________________________, 1998
_______________________________________
(Signature)
_______________________________________
(Signature)
(If the stock is registered in the name of
more than one person, the Proxy should be
signed by all named owners. If signing as
attorney, executor, administrator, trustee,
guardian, corporate official, etc., please
give full title as such.)
