<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
LANCASTER COLONY CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
<TABLE>
<S> <C>
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: __________________________________________________________________________________.
[ ] 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: ______________________________________________________________________________________.
</TABLE>
<PAGE> 2
LANCASTER COLONY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held November 16, 1998
The annual meeting of shareholders of Lancaster Colony Corporation
(the "Corporation") will be held at 11:00 a.m., Eastern Standard Time,
November 16, 1998, in the Senate A and B Meeting Room of the Hyatt on
Capitol Square, 75 East State Street, Columbus, Ohio 43215.
The meeting will be held for the following purposes:
1. To elect three directors for a term which expires in 2001.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
By action of the Board of Directors, only persons who are holders of
record of shares of the Corporation at the close of business on September
18, 1998 will be entitled to notice of and to vote at the meeting.
If you do not expect to attend the meeting, please sign, date and
return the enclosed proxy. A self-addressed envelope which requires no
postage is enclosed for your convenience in returning the proxy. Its prompt
return would be appreciated. The giving of the proxy will not affect your
right to vote in person should you find it convenient to attend the
meeting.
October 14, 1998
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
1
<PAGE> 3
LANCASTER COLONY CORPORATION
37 West Broad Street, Columbus, Ohio 43215
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Lancaster Colony
Corporation (the "Corporation") in connection with the solicitation by the Board
of Directors of the Corporation of proxies to be used in voting at the annual
meeting of shareholders to be held November 16, 1998, in the Senate A and B
Meeting Room of the Hyatt on Capitol Square, 75 East State Street, Columbus,
Ohio 43215, at 11:00 a.m., Eastern Standard Time (the "Annual Meeting"). The
enclosed proxy, if completed and forwarded to the Corporation, will be voted in
accordance with the instructions contained therein. The proposals referred to
therein are described in this Proxy Statement.
The proxy may be revoked by the person giving it any time before it is
exercised. Such revocation, to be effective, must be communicated to the
Secretary or Assistant Secretary of the Corporation. The presence of a
shareholder at the Annual Meeting will not revoke the proxy unless specific
notice thereof is given.
The Corporation will bear the cost of solicitation of proxies, including
any charges and expenses of brokerage firms and others for forwarding
solicitation material to the beneficial owners of stock. In addition to the use
of the mails, proxies may be solicited by personal interview, by telephone or
through the efforts of officers and regular employees of the Corporation.
The Board of Directors has fixed the close of business on September 18,
1998 as the record date for the determination of shareholders entitled to
receive notice and to vote at the Annual Meeting or any adjournment thereof. At
that date the Corporation had outstanding and entitled to vote 42,349,513 shares
of Common Stock, each share entitling the holder to one vote. The Corporation
has no other class of stock outstanding. Under Ohio law, with respect to all
matters to be considered, abstentions and broker non-votes will not be counted
as votes either "for" or "against" any matters coming before the Annual Meeting.
Except for the election of directors, abstentions and broker non-votes will have
the same effect as votes against any proposal. Abstentions and broker non-votes
will have no effect on the election of directors since, under Ohio law, the
nominees for election as directors at the Annual Meeting receiving the greatest
number of votes shall be elected. This Proxy Statement is first being mailed to
shareholders on or about October 14, 1998.
NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors of the Corporation currently consists of nine
members and is divided into three classes. The members of the three classes are
elected to serve for staggered terms of three years. Pursuant to Section 2.04 of
the Code of Regulations, the number of directors constituting each class will,
as nearly as practicable, be equal. Thus, the Board of Directors of the
Corporation currently consists of three classes of three members each.
The names and ages of the "Nominees" and the "Continuing Directors," their
principal occupations during the past five years and certain other information
together with their beneficial ownership of the Corporation's Common Stock as of
September 1, 1998, are listed below. As of September 1, 1998, the Corporation
had outstanding and entitled to vote 42,535,513 shares of Common Stock.
NOMINEES FOR TERM TO EXPIRE IN 2001
<TABLE>
<CAPTION>
Name; Office with Corporation; Director Shares Owned at Percent of
Principal Occupation Age Since September 1, 1998 Class
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John L. Boylan; 43 12,829 *
Treasurer, Vice President
and Chief Financial Officer(1)
Henry M. O'Neill, Jr.; 63 1976 19,651 *
Chairman, Chief Executive Officer
of AGT International, Inc. (voice
response systems) since 1988;
Chairman of the Board of Evergreen
Quality Catering (mobile caterer)
since 1987
</TABLE>
2
<PAGE> 4
NOMINEES FOR TERM TO EXPIRE IN 2001 (cont.)
<TABLE>
<CAPTION>
Name; Office with Corporation; Director Shares Owned at Percent of
Principal Occupation Age Since September 1, 1998 Class
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Zuheir Sofia; 54
Chairman of Sofia & Company, Inc.
(investment-banking firm); previously
President, Chief Operating Officer,
Treasurer and Director of Huntington
Bancshares Incorporated from 1986 to 1998
- ----------------------------------------------
</TABLE>
* Less than 1%
(1)See footnotes 1 and 8 under "Continuing Directors" which explanations
apply to Mr. Boylan.
Mr. Sofia and Mr. Boylan are standing for election to the Board seats
previously held by Messrs. Richard R. Murphey, Jr. and Frank W. Batsch, both of
whom chose not to stand for reelection after providing many years of meritorious
service to the Corporation's Board of Directors. All the nominees have indicated
a willingness to stand for election and to serve if elected. It is intended that
the shares represented by the enclosed proxy will be voted for the election of
the above named nominees. Although it is anticipated that each nominee will be
available to serve as a director, should any nominee be unable to serve, the
proxies will be voted by the proxy holders in their discretion for another
person designated by the Board of Directors.
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
Name; Office with Corporation; Director Term Shares Owned at Percent of
Principal Occupation Age Since Expires September 1, 1998 Class
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kerrii B. Anderson; 41 1997 2000 1,250 *
Senior Vice President, Chief
Financial Officer and Director
of M/I Schottenstein Homes, Inc.
(homebuilders)
Robert L. Fox; 49 1991 1999 1,060,034 2.49%
Investment Executive for
Advest, Inc. (stock brokerage
firm) since 1978(2)(3)
John B. Gerlach, Jr.; 44 1985 1999 8,466,505 19.90%
Chairman of the Board,
Chief Executive Officer
and President(1)(2)(3)(4)(6)
Morris S. Halpern; Retired; 68 1963 2000 114,864 *
formerly Vice President
of the Corporation(2)(5)
Robert S. Hamilton; 70 1985 2000 13,223 *
Vice Chairman and Director
of Liqui-Box Corporation
(plastic packaging manufacturer)(2)
Edward H. Jennings; 61 1990 1999 799 *
President Emeritus and
Professor of Finance at
The Ohio State University;
formerly President of The
Ohio State University from
1981 to 1990(7)
All Directors and Executive Officers 9,119,614 21.44%
as a group (10 Persons)(1)(8)
- ----------------------------------------
</TABLE>
* Less than 1%
(1)Includes shares held by the Employee Stock Ownership Plan allocated to
the accounts of Lancaster Colony Corporation employees. Employees have
the right to direct the voting of such shares.
3
<PAGE> 5
(2)Holdings include shares owned by spouses, minor children and shares held
in custodianship or as trustee. The following persons disclaim
beneficial ownership in such holdings with respect to the number of
shares indicated: Mr. Fox, 821,057; Mr. John B. Gerlach, Jr.,
7,963,040; Mr. Halpern, 5,158; and Mr. Hamilton, 4,024.
(3)Mr. Gerlach, Jr., trustee of Gerlach Foundation, Inc., and Mr. Fox, a
trustee of Fox Foundation, Inc., share voting and investment power
with their respective foundations, both of which are private
charitable foundations. Gerlach Foundation, Inc. holds 481,732 shares
and Fox Foundation, Inc. holds 74,569 shares. These shares are
included in the above table. Gerlach Foundation, Inc. and Fox
Foundation, Inc. together control an additional 620,122 shares held by
Lehrs, Inc. The shares held by Lehrs, Inc. are also included in the
total number of shares held by Mr. Gerlach, Jr. and Mr. Fox. The
trustees each disclaim beneficial ownership of any of these shares in
footnote 2. Additionally, Mr. Gerlach, Jr., together with the other
beneficiaries, shares voting and investment power in the John J.
Gerlach Trust. This trust presently holds 828,879 shares of Common
Stock of the Corporation which were distributed from the Estate of
John J. Gerlach, Deceased. These shares have been included in the
total number of shares held by Mr. Gerlach, Jr. in the above table.
Mr. Gerlach, Jr. has disclaimed beneficial ownership of these shares
in footnote 2.
(4)Mr. Gerlach, Jr. by virtue of his stock ownership and positions with the
Corporation may be deemed a "control person" of the Corporation.
(5)Mr. Halpern served as an officer of the Corporation until June 1992. The
Corporation and Mr. Halpern have entered into a formal consulting
agreement discussed under "Compensation of Directors."
(6)Mr. Gerlach, Jr. is trustee and his mother, Dareth A. Gerlach, is
special trustee of the John B. Gerlach Trust. This trust presently
holds 5,633,178 shares of Common Stock of the Corporation which were
distributed from the Estate of John B. Gerlach, Deceased. These shares
are included in the total number of shares held by Mr. Gerlach, Jr. in
the above table. Mr. Gerlach, Jr. has disclaimed beneficial ownership
of these shares in footnote 2.
(7)Mr. Jennings is also a director of Borden Chemicals & Plastic Ltd.
Partnership.
(8)Shares owned include 6,504 currently exercisable stock options held by
executive officers of the Corporation, see "Executive Compensation -
Stock Option Exercises and Holdings."
The Board of Directors has established an audit committee (the "Audit
Committee") currently consisting of Messrs. Hamilton, Jennings and O'Neill. Mr.
Hamilton serves as Chairman of the Audit Committee. The Audit Committee is
charged with the responsibility of reviewing financial information (both
external and internal) about the Corporation and its subsidiaries, so as to
assure (i) that the overall audit coverage of the Corporation and its
subsidiaries is satisfactory and appropriate to protect the shareholders from
undue risks and (ii) that an adequate system of internal financial control has
been implemented throughout the Corporation and is being effectively followed.
The Audit Committee held three meetings during the fiscal year ended June 30,
1998 ("fiscal 1998").
The Board of Directors has established a compensation committee (the
"Compensation Committee") currently consisting of Messrs. Hamilton, Jennings and
O'Neill as its members. Mr. Jennings serves as Chairman of the Compensation
Committee. The powers and duties of the Compensation Committee are to consider
and formulate recommendations to the Board of Directors with respect to all
aspects of compensation to be paid to the executive officers of the Corporation,
to undertake such evaluations and make such reports as are required by the
applicable rules of the Securities and Exchange Commission and to perform and
exercise such other duties and powers as shall from time to time be designated
by action of the Board of Directors. The Compensation Committee met in August
1998.
The Board of Directors does not have a nominating committee.
In addition to the committee meetings previously mentioned, the Board of
Directors held a total of four meetings during fiscal 1998. Each director
attended at least 75% of the aggregate of all meetings of the Board of Directors
and the committees on which they served during fiscal 1998, except Mr. Halpern,
who attended 50% of such meetings.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Corporation's knowledge, based solely on its review of copies of
forms filed with the Securities and Exchange Commission, all filing requirements
applicable to the officers, directors and beneficial owners of more than 10% of
the outstanding Common Shares under Section 16 (a) of the Securities Exchange
Act of 1934, as amended, were complied with during the fiscal year ended June
30, 1998.
COMPENSATION OF DIRECTORS
Except as noted below, directors who are not employees of the Corporation
or any of its subsidiaries received during fiscal 1998 an annual retainer fee of
$14,000 plus $1,000 for each meeting attended. Directors who also serve on the
Audit Committee and/or Compensation Committee received $1,000 for each such
committee meeting attended.
4
<PAGE> 6
The Corporation has a consulting agreement with Mr. Halpern pursuant to
which Mr. Halpern agrees to perform advisory and consulting services for an
annual fee of $50,000 per year. Mr. Halpern's compensation as director is also
included in this annual fee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following individuals have beneficial ownership, directly or
indirectly, of more than five percent of the outstanding Common Stock of the
Corporation:
<TABLE>
<CAPTION>
Nature of
Name and Beneficial Amount Percent of
Address Ownership Owned Ownership
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John B. Gerlach, Jr. Direct and 8,466,505(1)(2) 19.90%
Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Dareth A. Gerlach Direct and 6,105,432(2) 14.35%
c/o Lancaster Colony Corporation Indirect
37 West Broad Street
Columbus, Ohio 43215
Pioneering Management Corporation Direct 4,001,250(3) 9.41%
60 State Street
Boston, Massachusetts 02109
- ----------------------------
</TABLE>
(1)See footnotes 1, 2, 3, and 4 under "Continuing Directors," which
explanations apply to Mr. Gerlach, Jr.
(2)Includes 5,633,178 shares of Common Stock of the Corporation which are
held by the John B. Gerlach Trust, of which Mrs. Gerlach is special
trustee and has sole voting power with respect to the shares. See
footnote 6 under Continuing Directors.
(3)Based on holdings reported on Schedule 13G as of December 31, 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned during the fiscal years
ended June 30, 1998, 1997 and 1996 by those persons who were the Chief Executive
Officer and the two other most highly compensated executive officers of the
Corporation whose compensation during fiscal 1998 is required to be reported:
<TABLE>
<CAPTION>
Long-Term
Name and Fiscal Annual Compensation (1) Compensation All Other
Principal Position Year Salary Bonus Options(#) Compensation(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John B. Gerlach, Jr.; 1998 $590,000 $2,360
Chairman of the 1997 453,333 2,722
Board, Chief Executive 1996 364,583 2,646
Officer and President
Larry G. Noble; 1998 $243,267 $318,240 $1,380
Vice President(3) 1997 237,600 244,800 22,500 2,722
1996 235,558 272,000 2,646
John L. Boylan; 1998 $200,000 $40,000 $ 800
Treasurer, Vice President 1997 152,500 30,000 15,000 2,722
and Chief Financial Officer 1996 130,000 20,000 2,562
- --------------------------------
</TABLE>
(1)The named executive officers received certain perquisites in 1998, 1997
and 1996, the amount of which did not exceed the reportable threshold
of the lesser of $50,000 or 10% of any such officer's salary and
bonus.
(2)Approximate amounts contributed or to be contributed on behalf of such
executive officer to the Employee Stock Ownership Plan (in 1996 and
1997) and the 401(k) Profit Sharing Plan and Trust (in 1998).
(3)Bonus amounts listed as paid to Mr. Noble are discretionarily determined
and relate to the preceding fiscal year. The bonus relating to fiscal
1998 has not yet been determined but is currently expected to at least
equal that paid in fiscal 1998 for fiscal 1997.
5
<PAGE> 7
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to stock
options exercised during fiscal 1998 by each of the executive officers named in
the Summary Compensation Table and unexercised stock options held as of June 30,
1998 by such executive officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Unexercised Options at In-the-Money Options at
Underlying Fiscal Year-End(#) Fiscal Year-End($)(1)(2)
Options Value ----------------------------- -----------------------------
Name Exercised(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Larry G. Noble 33,908 $513,856 35,863 $ 658,491
John L. Boylan 6,504 8,496 $46,341 $ 60,534
</TABLE>
(1)All values are shown pretax and are rounded to the nearest whole dollar.
(2)Based on the 1998 fiscal year-end closing price of $37.875 per share.
SEVERANCE AGREEMENT
Mr. Boylan is a party to an agreement entitling him to severance benefits
equal to (i) full salary paid through the date of his termination plus (ii) an
amount equal to the lesser of (a) 100% of the highest annual rate of salary and
highest annual bonus paid to Mr. Boylan during the three-year period prior to
his date of termination, or (b) twice his annual compensation (salary plus
bonus) paid for the full fiscal year immediately preceding the date of his
termination, in the event that within a period of one year after a "change of
control" (as defined in the agreement) his employment is terminated by the
Corporation (other than for cause) or by Mr. Boylan (if there has been any
material adverse change in the terms of his employment).
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
consists entirely of outside, non-employee directors. The compensation of
executive officers of the Corporation, other than the chief executive officer
("CEO") is established annually by the CEO in consultation with the Committee.
In establishing the compensation of executive officers, various factors are
considered including the scope of responsibilities, the quality of the executive
officer's performance in discharging those responsibilities, and in certain
cases, the financial performance of the Corporation or of a particular division
of the Corporation under that executive officer's supervision. The determination
of the compensation of executive officers is essentially subjective and
dependent upon the recommendation of the CEO, and no specific weight is given to
any of the foregoing factors.
The compensation of the CEO was established by the Committee based on its
evaluation of his performance toward the achievement of the Company's financial,
strategic and other goals as an executive officer. In determining the CEO's
compensation, the Committee considered the CEO's hands-on oversight of all of
the Corporation's operations, his attention to detail, the business development
and financial results attained under his management, the skill exhibited by him
in the development of, and direction given to, management at the operating
segments of the Corporation as well as competitive chief executive officer pay
information. The determination of the CEO's compensation was subjective, with no
specific weight given to any particular factor.
Edward H. Jennings, Chairman
Robert S. Hamilton
Henry M. O'Neill, Jr.
6
<PAGE> 8
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN OF
LANCASTER COLONY CORPORATION, THE S&P MANUFACTURING (DIVERSIFIED) INDEX
AND THE S&P MIDCAP 400 INDEX
The graph set forth below compares the five-year cumulative total return
from investing $100 on June 30, 1993 in each of the Corporation's Common Stock,
the S&P Manufacturing (Diversified) Index and the S&P Midcap 400 Index.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN (DOLLARS)
----------------------------------------------------------------
6/93 6/94 6/95 6/96 6/97 6/98
<S> <C> <C> <C> <C> <C> <C>
LANCASTER COLONY CORPORATION 100 125 128 137 180 214
S & P MIDCAP 400 100 100 122 149 183 233
S & P MANUFACTURING (DIVERSIFIED) 100 112 148 188 280 302
</TABLE>
<PAGE> 9
OTHER TRANSACTIONS
John Gerlach & Co. ("the Firm"), pursuant to an arrangement that was
approved by the Audit Committee, provides internal auditing, accounting, tax and
internal management advisory services of a type generally available from an
independent accounting firm, including services relating to local taxation,
mergers and acquisitions and pension matters. The estate of the Chief Executive
Officer's father has an economic interest in the Firm.
The fee paid to the Firm for its services is measured by the volume of work
performed and is reviewed by the Audit Committee. The fees for services for the
fiscal year ended June 30, 1998 were $428,760. The Corporation believes that the
terms of these transactions are as favorable to it as those which could have
been obtained from independent parties.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has acted as independent certified public accountants
of the Corporation during the fiscal year ended June 30, 1998. Deloitte & Touche
LLP is expected to have a representative present at the Annual Meeting who may
make a statement, if desired, and will be available to answer appropriate
questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be in the proxy statement for the 1999
Annual Meeting of Shareholders must be received by the Corporation at its
principal executive offices no later than June 16, 1999. In addition, if a
shareholder fails to provide the Corporation notice of any shareholder proposal
on or before August 30, 1999, then the Corporation's management proxies will be
entitled to use their discretionary voting authority if such shareholder
proposal is raised at the Annual Meeting of Shareholders without any discussion
of the matter in the proxy statement.
OTHER MATTERS
As of the date of this statement, the Board of Directors knows of no other
business that will come before the Annual Meeting. Should any other matter
requiring the vote of the shareholders arise, the enclosed proxy confers upon
the proxy holders discretionary authority to vote the same in respect to the
resolution of such other matters as they, in their best judgment, believe to be
in the interest of the Corporation.
By Order of the Board of Directors
October 14, 1998
JOHN B. GERLACH, JR.
Chairman of the Board,
Chief Executive Officer
and President
8
<PAGE> 10
LANCASTER COLONY CORPORATION
Proxy For The Annual Meeting of Shareholders November 16, 1998
This Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Robert L. Fox, Robert S. Hamilton and
Edward H. Jennings, or any of them, proxies of the undersigned, with power of
substitution, to vote all shares of stock of the Corporation which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held November 16, 1998, or at any and all
adjournment thereof, and to exercise all of the powers which the undersigned
would be entitled to exercise as a shareholder if personally present upon the
following matters:
(To Be Continued and Signed On The Other Side)
- --------------------------------------------------------------------------------
A /X/ Please mark your
votes as in this
example.
If no contrary specification is made, this proxy will be voted FOR proposal 1.
FOR WITHHELD Nominees: For Term expiring 2001:
1. Election of / / / / John L. Boylan
Directors Henry M. O'Neill, Jr.
Zuheir Sofia
For, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
2. The transaction of all other matters as may properly come before the meeting.
(Continued from other side)
SIGNATURE(S)_______________________________________ DATE____________, 1998
SIGNATURE(S)_______________________________________ DATE____________, 1998
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. Please date, sign and mail this proxy in the enclosed
envelope. No postage is required for mailing in the United States.
