[AT&T LOGO]
- ------------------------------
1998
Notice of
Annual Meeting
and
Proxy Statement
- ------------------------------
Wednesday, May 20, 1998
at 9:30 a.m. local time
Meadowlands Exposition Center
355 Plaza Drive
Secaucus, New Jersey
<PAGE>
NOTICE OF MEETING
The 113th Annual Meeting of Shareholders of AT&T Corp. (the "Company") will
be held at the Meadowlands Exposition Center, 355 Plaza Drive, Secaucus, New
Jersey, on Wednesday, May 20, 1998, at 9:30 a.m. local time, for the following
purposes:
[bullet] To elect Directors for the ensuing year (page );
[bullet] To ratify the appointment of auditors to examine the Company's
accounts for the year 1998 (page );
[bullet] To approve an increase in the number of authorized common shares
(page );
[bullet] To act upon such other matters, including shareholder proposals
(page ), as may properly come before the meeting.
Holders of common shares of record at the close of business on March 26,
1998 will be entitled to vote with respect to this solicitation.
Marilyn J. Wasser
Vice President - Law and Secretary
March 26, 1998
<PAGE>
[AT&T LOGO]
32 Avenue of the Americas
New York, NY 10013-2412
C. Michael Armstrong
Chairman of the Board
March 26, 1998
Dear Shareholder:
It is a pleasure to invite you to our Company's 1998 Annual Meeting of
Shareholders in Secaucus, New Jersey, on Wednesday, May 20, beginning at 9:30
a.m. local time, at the Meadowlands Exposition Center. This will be AT&T's 113th
Annual Meeting of Shareholders, and I am pleased and excited to be a part of it.
If you plan to join us at the meeting, an admission ticket will be required and
is attached to the proxy card. For your convenience, a map of the area and
directions to the Center are printed on the back of the proxy card.
Whether you own a few or many shares of stock and whether or not you plan
to attend, it is important that your shares be voted on matters that come before
the meeting. This year, registered shareholders can vote their shares by using a
toll-free telephone number or via the Internet. Instructions for using these
convenient new services are provided on the proxy card. Of course, you may also
vote your shares by marking your votes on the proxy card, signing and dating it,
and mailing it in the envelope provided. If you sign and return your proxy card
without specifying your choices, it will be understood that you wish to have
your shares voted in accordance with the Directors' recommendations.
I look forward to seeing you on May 20.
Sincerely,
[GRAPHIC OMITTED]
<PAGE>
AT&T Corp. Executive Offices
32 Avenue of the Americas
New York, NY 10013-2412
PROXY STATEMENT
This proxy statement and the accompanying proxy/voting instruction card
(proxy card) are being mailed beginning March 26, 1998 to holders of common
shares in connection with the solicitation of proxies by the Board of Directors
for the 1998 Annual Meeting of Shareholders in Secaucus, New Jersey. Proxies are
solicited to give all shareholders of record at the close of business on March
26, 1998 an opportunity to vote on matters that come before the meeting. This
procedure is necessary because shareholders live in all states and abroad and
most will not be able to attend. Shares can be voted only if the shareholder is
present in person or is represented by proxy.
This year, registered shareholders can simplify their voting and save the
Company expense by voting their shares by calling toll-free or
voting via the Internet at . The telephone and Internet
voting procedures described on the proxy card are designed to verify
shareholders by use of a Control Number and allow shareholders to vote their
shares and to confirm that their voting instructions have been properly
recorded.
If your shares are held in the name of a bank or broker, follow the voting
instructions on the form you receive. The availability of telephone and Internet
voting will depend on their voting processes.
If you do not choose to vote by telephone or Internet, you may still return
your proxy card, properly signed, and the shares represented will be voted in
accordance with your directions. You can specify your choices by marking the
appropriate boxes on the proxy card. If your proxy card is signed and returned
without specifying choices, the shares will be voted as recommended by the
Directors. Abstentions marked on the proxy card are voted neither
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"for" nor "against," but are counted in the determination of a quorum. If you do
vote by telephone or Internet, it is not necessary to return your proxy card.
If you wish to give your proxy to someone other than the Proxy Committee,
all three names appearing on the proxy card must be crossed out and the name of
another person or persons (not more than three) inserted. The signed card must
be presented at the meeting by the person or persons representing you. You may
revoke your proxy at any time before it is voted at the meeting by executing a
later-voted proxy by telephone, Internet, or mail, by voting by ballot at the
meeting, or by filing an instrument of revocation with the inspectors of
election in care of the Vice President - Law and Secretary of the Company.
Your vote is important. Accordingly, you are urged to vote by telephone,
Internet, or by signing and returning the accompanying proxy card whether or not
you plan to attend the meeting. If you do attend, you may vote by ballot at the
meeting, thereby canceling any proxy previously given.
As a matter of policy, proxies, ballots, and voting tabulations that
identify individual shareholders are kept private by the Company. Such documents
are available for examination only by the inspectors of election and certain
personnel associated with processing proxy cards and tabulating the vote. The
vote of any shareholder is not disclosed except as may be necessary to meet
legal requirements.
Voting Shares Held in Dividend Reinvestment
and Savings Plans
If a shareholder is a participant in the AT&T Shareowner Dividend
Reinvestment and Stock Purchase Plan ("DRISPP") or the AT&T Employee Stock
Purchase Plan ("ESPP"), the proxy card will represent the number of full shares
in the DRISPP and the ESPP accounts on the record date, as well as shares
registered in the participant's name. If an employee shareholder is a
participant in the AT&T Employee Stock Ownership Plan, AT&T Long Term Savings
Plan for Management Employees, AT&T Long Term Savings and Security Plan, AT&T
Retirement Savings and Profit Sharing Plan,
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AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees, and
AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan, the proxy card
will also serve as a voting instruction for the trustees of those plans where
all accounts are registered in the same name. If proxy cards representing shares
in the above-named plans are not returned, those shares will not be voted except
for shares in the employer shares fund in the AT&T Long Term Savings and
Security Plan which will be voted by the trustee of the Plan.
Annual Meeting Admission
If you are a registered shareholder and plan to attend the meeting in
person, please detach and retain the admission ticket and map which are attached
to your proxy card. If you choose to vote by mail and will attend the meeting,
please be sure to mark the "Annual Meeting" box when you return the proxy card.
A beneficial owner who plans to attend the meeting may obtain an admission
ticket in advance by sending a written request, with proof of ownership, such as
a bank or brokerage firm account statement, to: Manager - Proxy, AT&T Corp., 295
North Maple Avenue, Room 1216L2, Basking Ridge, New Jersey 07920-1002.
Admittance to the annual meeting will be based upon availability of seating.
Shareholders who do not present admission tickets at the meeting will be
admitted upon verification of ownership at the admissions counter.
The Meadowlands Exposition Center is fully accessible to disabled persons,
and sign interpretation and wireless headsets will be available for our
hearing-impaired shareholders.
Highlights of the meeting will be included in a midyear report to
shareholders. Information on obtaining a full transcript of the meeting will
also be included in the midyear report.
Securities and Exchange Commission ("SEC") rules require that an annual
report precede or be included with proxy materials. Shareholders with multiple
accounts may be receiving more than one annual report which is costly to AT&T
and may be inconvenient
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to these shareholders. Such shareholders who vote by mail may authorize AT&T to
discontinue mailing extra annual reports by marking the "Annual Report" box on
the proxy card for selected accounts. If you vote by telephone or Internet, you
will also have the opportunity to indicate that you wish to discontinue
receiving extra annual reports. At least one account must continue to receive an
annual report. Eliminating these duplicate mailings will not affect receipt of
future proxy statements and proxy cards. To resume the mailing of an annual
report to an account, please call the AT&T shareholder services number,
1-800-348-8288.
Comments from shareholders about the proxy material or about other aspects
of the business are welcome. Space is provided on the back of the proxy card for
this purpose. Although such comments will not be answered on an individual
basis, they are analyzed and used to determine what kinds of additional
information should be furnished in various Company publications.
On January 1, 1998, there were 1,624,213,505 shares of AT&T Common Stock
outstanding. Each common share is entitled to one vote on each matter properly
brought before the meeting.
Electronic Delivery of Proxy Materials and Annual Report
This year, for the first time, AT&T's Notice of Annual Meeting and Proxy
Statement and the annual report are available on the
Internet at . Beginning in 1999, AT&T's registered shareholders can
receive their proxy statement and annual report via the Internet instead of by
mail. If you wish to receive your future proxy statements and annual reports via
the Internet, you can do so in two ways. If you vote this year's proxy via the
Internet, you will be asked if you wish to receive future proxy statements and
annual reports via the Internet. Or, you can make such a request on the Internet
at .
BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing broad
corporate policies and for overseeing the overall performance of the Company.
However, in accordance with corporate legal principles, it is not involved in
day-to-day operating details. Members
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of the Board are kept informed of the Company's business by participating in
Board and committee meetings, by reviewing analyses and reports sent to them
each month, and through discussions with the Chairman and other officers.
The Board held 17 meetings in 1997 and the committees held 25 meetings. The
average attendance in the aggregate of the total number of meetings of the Board
and the total number of committee meetings was 97%.
COMMITTEES OF THE BOARD
The Board has established a number of committees, including the Audit
Committee, the Compensation and Employee Benefits Committee, and the Directors
and Public Policy Committee, each of which is briefly described below. Other
committees of the Board are: the Executive Committee, the Finance Committee, and
the Proxy Committee (which votes the shares represented by proxies at the annual
meeting of shareholders).
The Audit Committee meets with management to consider the adequacy of the
internal controls and the objectivity of financial reporting. The committee also
meets with the independent auditors and with appropriate Company financial
personnel and internal auditors concerning these matters. The committee
recommends to the Board the appointment of the independent auditors, subject to
ratification by the shareholders at the annual meeting. Both the internal
auditors and the independent auditors periodically meet alone with the committee
and always have unrestricted access to the committee. The committee, which
consists of five non-employee Directors, met five times in 1997.
The Compensation and Employee Benefits Committee administers management
incentive compensation plans, including stock option plans, and it keeps
informed and advises the Board as to employee benefit plans. The committee
establishes the compensation structure for senior managers of the Company and
makes recommendations to the Board with respect to compensation of the officers
as listed on page . The committee, which consists of five non-employee
Directors, met nine times in 1997.
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The Directors and Public Policy Committee advises and makes recommendations
to the Board on all matters concerning directorship and corporate governance
practices, including the compensation of Directors and the selection of
candidates as nominees for election as Directors, and it provides guidance with
respect to matters of public policy. The committee, which consists of four
non-employee Directors and one employee Director, met four times in 1997. The
committee recommended this year's Director candidates at the January 1998 Board
Meeting.
In recommending Board candidates, this committee seeks individuals of
proven judgment and competence who are outstanding in their respective fields.
It considers such factors as anticipated participation in Board activities,
education, geographic location, and special talents or personal attributes.
Shareholders who wish to suggest qualified candidates should write to: Vice
President - Law and Secretary, AT&T Corp., 32 Avenue of the Americas, New York,
New York 10013-2412, stating in detail the qualifications of such persons for
consideration by the committee.
COMPENSATION OF DIRECTORS
6
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ELECTION OF DIRECTORS (Item 1 on Proxy Card)
The Proxy Committee intends to vote for the election of the nominees listed
on the following pages unless otherwise instructed on the proxy card. These
nominees have been selected by the Board on the recommendation of the Directors
and Public Policy Committee. If you do not wish your shares to be voted for
particular nominees, please identify the exceptions in the designated space
provided on the proxy card or, if you are voting by telephone or Internet,
follow the system instructions. Directors will be elected by a plurality of the
votes cast. Any shares not voted (by abstention, broker non-vote, or otherwise)
have no impact on the vote.
If at the time of the meeting one or more of the nominees have become
unavailable to serve, shares represented by proxies will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Directors and Public Policy Committee or, if none, the size of the Board will be
reduced. The Directors and Public Policy Committee knows of no reason why any of
the nominees will be unavailable or unable to serve.
Directors elected at the meeting will hold office until the next annual
meeting or until their successors have been elected and qualified. For each
nominee there follows a brief listing of principal occupation for at least the
past five years, other major affiliations, and age as of January 1, 1998.
NOMINEES FOR ELECTION AS DIRECTORS
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STOCK OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth information concerning the beneficial
ownership of AT&T common stock as of January 1, 1998 for (a) each current
Director elected to the Board in 1997 and each of the nominees for Director; (b)
each of the Named Officers (officers whose compensation is discussed in the
Board Compensation Committee Report on Executive Compensation, herein) not
listed as a Director; and (c) Directors and executive officers as a group.
Except as otherwise noted, the nominee or family members had sole voting and
investment power with respect to such securities.
Number of Shares
-------------------------------------------
Beneficially Deferral
Name Owned (1) Plans (2) Total
- ----------------------------- ------------ --------- ----------
(a)
(b)
(c)
Directors and Executive
Officers as a Group .......
Footnotes
12
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SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
RATIFICATION OF APPOINTMENT OF AUDITORS
(Item 2 on Proxy Card)
Subject to shareholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has reappointed the firm of Coopers &
Lybrand L.L.P. ("Coopers & Lybrand") as the independent auditors to examine the
Company's financial statements for the year 1998. Coopers & Lybrand has audited
the Company's books for many years. Your Directors recommend that shareholders
vote FOR such ratification. Ratification of the appointment of auditors requires
a majority of the votes cast. Any shares not voted (by abstention, broker
non-vote, or otherwise) have no impact on the vote. If the shareholders do not
ratify this
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appointment, other independent auditors will be considered by the Board upon
recommendation of the Audit Committee.
Representatives of Coopers & Lybrand are expected to attend the annual
meeting and will have the opportunity to make a statement if they desire and to
respond to appropriate questions.
For the year 1997, Coopers & Lybrand also examined the financial
statements of the Company's subsidiaries and provided other audit services to
the Company and subsidiaries in connection with SEC filings, review of financial
statements, and audits of pension plans.
---------------------------------------
DIRECTORS' PROPOSAL TO APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES (Item 3 on Proxy Card)
The Board of Directors recommends an amendment of the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 2,000,000,000 to 6,000,000,000 having a par value of $1 per
share ("Common Stock"). On January 1, 1998, 1,624,213,505 shares of Common Stock
were issued and outstanding.
The Company will use most of the remaining authorized but unissued shares
of Common Stock for previously announced transactions. However, the Company has
no present plans, understandings, or agreements for the issuance or use of the
proposed additional shares of Common Stock. Nevertheless, the Board of Directors
believes that the proposed increase is desirable so that, as the need may arise,
the Company will have more financial flexibility and be able to issue shares of
Common Stock, without the expense and delay of a special shareholders' meeting,
in connection with future opportunities for expanding the business through
investments or acquisitions, possible stock splits or stock dividends, equity
financings, management incentive and employee benefit plans, and sales to
employee savings plans and the dividend reinvestment and stock purchase plan,
and for other purposes.
Authorized but unissued shares of the Company's Common Stock may be issued
at such times, for such purposes and for such
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consideration as the Board of Directors may determine to be appropriate without
further authority from the Company's shareholders, except as otherwise required
by applicable law or stock exchange policies.
The proposed amendment would not affect the Preferred Stock. The Company's
100,000,000 authorized but unissued Preferred Stock having a par value of $1 per
share may be issued with such rights, preferences, and limitations as the Board
of Directors may determine from time to time. No shares of Preferred Stock are
issued and outstanding.
Although the Board of Directors has no present intention of doing so, the
Company's authorized but unissued Common Stock and Preferred Stock could be
issued in one or more transactions which would make more difficult or costly,
and less likely, a takeover of the Company. Issuing additional shares of stock
would also have the effect of diluting the stock ownership of persons seeking to
obtain control of the Company. Moreover, certain companies have issued rights to
purchase their common stock, with such rights having terms designed to encourage
in certain potential acquisitions negotiation with the company's board of
directors. The authorized but unissued shares of Common Stock and Preferred
Stock would be available for use in connection with the issuance of such rights.
The proposed amendment to the Company's Restated Certificate of Incorporation is
not being recommended in response to any specific effort of which the Company is
aware to obtain control of the Company, nor is the Board of Directors currently
proposing to shareholders any anti-takeover measures.
The adoption of the proposed amendment of the Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
2,000,000,000 shares to 6,000,000,000 shares will require the affirmative vote
of the holders of a majority of the outstanding shares of Common Stock. Any
shares not voted (whether by abstention, broker non-vote, or otherwise) have the
effect of a negative vote. Your Directors recommend a vote FOR the adoption of
the proposed amendment of the Company's Restated Certificate of Incorporation.
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ADVANCE NOTICE PROCEDURES
Under the Company's By-Laws, no business may be brought before an annual
meeting except as specified in the notice of the meeting (which includes
shareholder proposals that the Company is required to set forth in its proxy
statement under SEC Rule 14a-8) or as otherwise brought before the meeting by or
at the direction of the Board or by a shareholder entitled to vote who has
delivered notice to the Company (containing certain information specified in the
By-Laws) not less than 90 nor more than 120 days prior to the first anniversary
of the preceding year's annual meeting. These requirements are separate and
apart from and in addition to the SEC's requirements that a shareholder must
meet in order to have
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a shareholder proposal included in the Company's proxy statement under SEC Rule
14a-8.
A copy of the full text of the By-Law provisions discussed above may be
obtained by writing to AT&T's Office of the Corporate Secretary.
SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals intended for inclusion in next year's proxy statement should be
sent to: Vice President - Law and Secretary, AT&T Corp., 32 Avenue of the
Americas, New York, New York 10013-2412, and must be received by ,
1998.
OTHER MATTERS TO COME BEFORE THE MEETING
In addition to the matters described above, there will be an address by the
Chairman of the Board and a general discussion period during which shareholders
will have an opportunity to ask questions about the business.
In the event that any matter not described herein may properly come before
the meeting, or any adjournment thereof, the Proxy Committee will vote the
shares represented by it in accordance with its best judgment. At the time this
proxy statement went to press, the Company knew of no other matters which might
be presented for shareholder action at the meeting.
BOARD COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
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Compensation Philosophy
35
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CEO Compensation
39
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The Compensation and Employee
Benefits Committee
Thomas H. Wyman, Chairman
Kenneth T. Derr
George M. C. Fisher
Donald F. McHenry
Michael I. Sovern
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FIVE-YEAR PERFORMANCE COMPARISON
260|-
|
240|-
|
220|-
|
200|-
|
Dollars 180|-
|
160|-
|
140|-
|
120|-
|
100|-
|
80|- | | | | |
----------------------------------------------------
1992 1993 1994 1995 1996 1997
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Explanation
Footnotes
42
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SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation(2) Long-Term Compensation(2)
------------------------------------ --------------------------------------------
Awards (4) Payouts
Other --------------------------- ------------
Annual Restricted Number All Other
Compen- Stock of LTIP Compen-
Named Officers and sation(3) Award(s)(5) Options/ Payouts(7) sation(8)
Principal Position (1) Year Salary ($) Bonus ($) ($) ($) SARs (6) ($) ($)
- ------------------------------- ------ ------------ ----------- ----------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
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Footnotes
44
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AGGREGATED OPTION/STOCK APPRECIATION RIGHTS
("SAR") EXERCISES IN 1997 AND YEAR-END VALUES(1)
<TABLE>
Number of $ Value of
Unexercised In-the-Money
Options/SARs Options/SARs
at Year End (4) at Year End (4)
------------------- ----------------
Number of
Shares Acquired $ Value Exercisable/ Exercisable/
Name (2) on Exercise (3) Realized (3) Unexercisable Unexercisable
- ---------------------------- ----------------- -------------- ------------------- ----------------
<S> <C> <C> <C> <C>
</TABLE>
Footnotes
46
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LONG-TERM INCENTIVE PLANS-AWARDS IN 1997
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based
Plans
Performance ----------------------------
Number of Period Until
Performance Maturation Threshold Target Maximum
Name (1) Shares or Payout (#) (#)(2) (#)
- ----------------------- ----------- ------------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
</TABLE>
Footnotes
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Option/SAR Grants in 1997
<TABLE>
Individual Grants
------------------------------------------------------------------
Number of Grant
Securities % of Total Date
Underlying Options/SARs Exercise or Present
Options/SARs Granted to Base Price Expiration Value(3)
Name(1) Granted(2) Employees ($/Sh) Date ($)
- ---------------------------- ------------ ------------ ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
Footnotes
48
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EMPLOYMENT ARRANGEMENTS
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PENSION PLANS
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OTHER INFORMATION
A Directors' and Officers' Liability policy was placed, effective July 1,
1997, with Lloyds of London and other carriers. The policy insures AT&T for
certain obligations incurred in the indemnification of its Directors and
Officers under New York law or under contract, and insures Directors and
Officers when such indemnification is not provided by AT&T. The policy premium
from July 1, 1997 through July 1, 1998 is $773,000.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, a number of regular employees
of the Company and of its subsidiaries may solicit proxies in person or by
telephone. The Company also has retained Morrow & Co. to aid in the solicitation
of proxies, at an estimated cost of $18,000 plus reimbursement of reasonable
out-of-pocket expenses.
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The above notice and proxy statement are sent by order of the Board of
Directors.
Marilyn J. Wasser
Vice President - Law and
Secretary
Dated: March 26, 1998
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[AT&T LOGO]
32 Avenue of the Americas
New York, NY 10013-2412
Recycled Paper
<PAGE>
[AT&T LOGO]
PROXY
AT&T Corp.
32 Avenue of the Americas, New York, NY 10013-2412
This proxy is solicited on behalf of
the Board of Directors for the Annual Meeting on May 20, 1998
The undersigned hereby appoints and
each of them, proxies, with the powers the undersigned would possess if
personally present, and with full power of substitution, to vote all common
shares of the undersigned in AT&T Corp. at the annual meeting of shareholders to
be held at the Meadowlands Exposition Center in Secaucus, New Jersey, at 9:30
a.m. on May 20, 1998, and at any adjornment thereof, upon all subjects that may
properly come before the meeting, including the matters described in the proxy
statement furnished herewith, subject to any directions indicated on the other
side of this card. If no directions are given, the proxies will vote for the
election of all listed nominees and in accord with the Directors'
recommendations on the other subjects listed on the other side of this card. In
the event that any other matter may properly come before the meeting, or any
adjournment thereof, the Proxy Committee is authorized, at their discretion, to
vote the matter. (If you have indicated any changes or voting limitations on
this side of the card, please mark the "Special Attention" box on the other
side.)
This card also provides voting instructions for shares held in the dividend
reinvestment plan and, if registrations are identical, shares held in the
various employee stock purchase and savings plans as described in the proxy
statement. Your vote for the election of Directors may be indicated on the other
side. Nominees are:
Please sign on the other side and return promptly to AT&T, c/o Proxy Services,
P.O. Box 9390, Boston, MA 02205-9968. If you do not sign and return a proxy
card, vote by telephone or Internet, or attend the meeting and vote by ballot,
your shares cannot be voted.
Comments:
If you have written in the above space, please mark the "Special Attention" box
on the other side of this card. Comments will be reviewed but not responded to
on an individual basis. Instead, they will be addressed through various Company
publications.
<PAGE>
|X| Please mark your votes as in example.
Directors recommend a vote "FOR" items 1, 2, and 3 and "AGAINST" items .
FOR ALL WITHHELD
nominees FROM ALL
nominees
1. Election of
Directors
(page 0) ( ) ( )
FOR ALL EXCEPT the following nominees
FOR AGAINST ABSTAIN
2. Ratification
of Auditors
(page 00) ( ) ( ) ( )
FOR AGAINST ABSTAIN
3. Increase Number of
Authorized Common
Shares (page 00) ( ) ( ) ( )
SIGNATURE(S) DATE , 1998
Please sign this proxy as name(s) appears above and return it promptly
whether or not you plan to attend the meeting. If signing for a corporation
or partnership or as agent, attorney or fiduciary, indicate the capacity
in which you are signing. If you do attend the meeting and decide to vote by
ballot, such vote will supersede this proxy.
