<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:
<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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
Anacomp, Inc.
- --------------------------------------------------------------------------------
(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.
(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
[ANACOMP (LOGO)]
ANACOMP, INC.
11550 NORTH MERIDIAN STREET
P.O. BOX 40888
INDIANAPOLIS, INDIANA 46240
(317) 844-9666
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
The 1998 Annual Meeting ("Annual Meeting") of Shareholders of Anacomp, Inc.
("Anacomp" or the "Company"), will be held at the Company's offices located at
12365 Crosthwaite Circle, Poway, California, on February 9, 1998, at 8:30 a.m.
for the following purposes:
1. To elect seven directors for a one-year term.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
If you do not expect to attend the meeting, please sign, date and return
the enclosed proxy in the enclosed return envelope to which no postage need be
affixed if mailed in the United States.
Only shareholders of record at the close of business on December 19, 1997,
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. In the event there are not sufficient votes for approval
of one or more of the above matters at the time of the Annual Meeting, the
Annual Meeting may be adjourned in order to permit further solicitation of
proxies.
By order of the Board of Directors,
Richard D. Jackson
Co-Chairman of the Board
Lewis Solomon
Co-Chairman of the Board
Dated: December 31, 1997
Indianapolis, Indiana
PLEASE SIGN AND RETURN
THE ENCLOSED PROXY
<PAGE> 3
ANACOMP, INC.
11550 NORTH MERIDIAN STREET
P.O. BOX 40888
INDIANAPOLIS, INDIANA 46240
(317) 844-9666
---------------------
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 9, 1998
---------------------
PROXY STATEMENT
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
---------------------
This Proxy Statement is furnished to the holders (the "Shareholders") of
Common Stock, par value $.01 per share (the "Common Stock") of Anacomp, Inc., an
Indiana corporation (the "Company"), by the Board of Directors in connection
with the solicitation of proxies to be used in voting at the 1998 Annual Meeting
of Shareholders to be held on February 9, 1998 at the Company's offices located
at 12365 Crosthwaite Circle, Poway, California, and at any adjournments thereof.
The approximate date on which this Proxy Statement and the accompanying form of
proxy are being mailed to Shareholders is January 5, 1998.
The enclosed proxy is solicited by the Board of Directors of the Company. A
person giving a proxy has the power to revoke it at any time before it is
exercised by giving written notice to the Secretary of the Company or by
attending the Annual Meeting and voting in person. The proxy, if returned
properly executed and not subsequently revoked, will be voted in accordance with
the choices made by the Shareholders with respect to the proposals listed
thereon. IF A CHOICE IS NOT MADE WITH RESPECT TO THE PROPOSALS, THE PROXY WILL
BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES. IF ANY OTHER
MATTERS SHOULD BE PRESENTED AT THE ANNUAL MEETING, THE HOLDERS OF THE PROXIES
WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE VIEWS OF A MAJORITY OF THE
DIRECTORS.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of election appointed for the meeting, and such inspectors will
determine whether or not a quorum is present. The presence in person or by proxy
of the holders of a majority of the outstanding Common Stock in the aggregate
constitutes a quorum for the transaction of business. The inspectors of election
will treat abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum but as unvoted for purposes of
determining the approval of any matter submitted to the Shareholders for a vote.
If a quorum exists, action on any matter (other than the election of Directors)
is approved if the votes properly cast favoring the action exceed the votes
properly cast opposing the action. Directors shall be elected by a plurality of
the votes properly cast. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter.
The cost of this solicitation will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, officers and regular employees
of the Company may communicate with Shareholders personally or by mail,
telephone, telegram or otherwise for the purpose of soliciting such proxies. The
Company has also retained ChaseMellon Shareholder Services, L.L.C. to aid in the
solicitation of proxies from individual shareholders, brokerage firms, banks and
institutional holders of shares. The fee for such services is $3,500 plus
expenses. The Company will reimburse brokers and other nominees for their
reasonable out-of-pocket expenses in forwarding solicitation material to
beneficial owners of shares held of record by such brokers or nominees. A copy
of the Company's Annual Report to Shareholders accompanies this Proxy Statement.
THE COMPANY WAS REQUIRED TO FILE AN ANNUAL REPORT FOR ITS FISCAL YEAR ENDED
SEPTEMBER 30, 1997 ON FORM 10-K WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION"). A COPY OF THE FORM IS INCLUDED WITH THE COMPANY'S ANNUAL REPORT
TO SHAREHOLDERS. SHAREHOLDERS MAY OBTAIN A COPY OF THE COMPLETE EXHIBITS TO THE
<PAGE> 4
FORM 10-K BY WRITING TO ANACOMP, INC., 11550 N. MERIDIAN STREET, P.O. BOX 40888,
INDIANAPOLIS, INDIANA 46240.
VOTING SECURITIES
As of December 19, 1997, the record date for the determination of
Shareholders entitled to notice of and to vote at the meeting, there were
13,828,261 shares of Common Stock issued and outstanding. All amounts listed
herein for shares of Common Stock of the Company and for prices for such shares
have been adjusted for all stock dividends and stock splits declared. Each such
share of Common Stock is entitled to one vote on all matters.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHER BENEFICIAL OWNERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by each director and named executive officer, by all
directors and executive officers of the Company as a group and by certain other
beneficial owners of more than 5% of any class of the Company's voting
securities as of December 15, 1997, unless otherwise noted. Each such person has
sole voting and dispositive power with respect to such securities, except as
otherwise indicated.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
SHARES OF STOCK PERCENT
NAME BENEFICIALLY OWNED OF CLASS
- ---- ------------------ --------
<S> <C> <C>
P. Lang Lowrey, III......................................... 0 0.0%
Ralph W. Koehrer............................................ 8,000 0.1
Talton R. Embry............................................. 0(a) 0.0
Darius W. Gaskins, Jr....................................... 12,813(b) 0.1
Jay P. Gilbertson........................................... 10,000(c) 0.1
Richard D. Jackson.......................................... 12,830(d) 0.1
George A. Poole, Jr......................................... 15,000(e) 0.1
Lewis Solomon............................................... 20,813(f) 0.2
Thomas R. Simmons........................................... 0 0.0
Donald L. Viles............................................. 6,337(g) 0.0
Gary M. Roth................................................ 1,250(h) 0.0
Ray M. Dicasali............................................. 6,250(i) 0.0
All directors and executive officers of the Company as a
group (25 persons)........................................ 129,550(j) 0.9
OTHER BENEFICIAL HOLDERS
Magten Asset Management Corp................................ 4,753,748(k) 34.4%
35 East 21st Street
New York, NY 10010
Franklin Resources, Inc..................................... 1,444,670(l) 10.4%
777 Mariners Island Blvd.
San Mateo, CA 94403
Merrill Lynch & Co., Inc.................................... 1,407,670(m) 10.2%
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281
State Street Research & Management Company.................. 1,036,505(n) 7.5%
One Financial Center
Boston, MA 02111
</TABLE>
2
<PAGE> 5
- ---------------
(a) Mr. Embry is a director, executive officer and sole stockholder of Magten
Asset Management Corp., a registered investment advisor ("Magten"). Mr.
Embry may be deemed to be the beneficial owner of shares owned by Magten
and its investment advisory clients as discussed in Note (k) below. Mr.
Embry, as trustee of four pension trusts for the benefit of current and
former employees of Magten (including himself), also has sole voting power
and dispositive power with respect to 153,083 shares of Common Stock held
by such trusts and sole voting and investment power with respect to 2,612
shares of Common Stock held by his minor children. Mr. Embry disclaims
beneficial ownership of all of the above shares.
(b) Includes 10,813 shares issuable upon the exercise of stock options.
(c) Represents 10,000 shares issuable upon the exercise of stock options.
(d) Includes 10,000 shares issuable upon the exercise of stock options.
(e) Includes 10,000 shares issuable upon the exercise of stock options.
(f) Includes 10,813 shares issuable upon the exercise of stock options.
(g) Includes 42 shares issuable upon the exercise of the Company's Common Share
Warrants and 6,250 shares issuable upon the exercise of stock options.
(h) Represents 1,250 shares issuable upon the exercise of stock options.
(i) Represents 6,250 shares issuable upon the exercise of stock options.
(j) Includes 49 shares issuable upon the exercise of the Company's Common Share
Warrants and 94,126 shares issuable upon the exercise of stock options.
Excludes shares beneficially owned by Mr. Embry, as to which Mr. Embry
disclaims beneficial ownership. See Note (a) above.
(k) Magten may be deemed to be the beneficial owner of shares owned by its
investment advisory clients. Magten has shared voting power (with its
investment advisory clients and Mr. Embry) and shared dispositive power
(with its investment advisory clients and Mr. Embry) with respect to
3,815,805 and 4,753,748, respectively, shares of the Common Stock. All of
such shares, which in the aggregate represent 34.4% of the Company's voting
securities, are beneficially owned by the investment advisory clients of
Magten and for which Magten disclaims beneficial ownership. The following
investment advisory clients of Magten have an interest in more than 5% of
the shares of Common Stock: General Motors Employees Domestic Group Pension
Trust, Hughes Master Retirement Trust, and Los Angeles Fire and Police
Pension Systems -- Fund 2525.
(l) Franklin Resources, Inc. has sole voting power and shared dispositive power
with respect to 1,444,670 shares of the Common Stock, for which Franklin
disclaims beneficial ownership.
(m) Merrill Lynch & Co., Inc. has shared voting power and shared dispositive
power with respect to 1,407,670 shares of the Common Stock, for which
Merrill Lynch disclaims beneficial ownership.
(n) Includes 34,111 shares issuable upon the exercise of the Company's Common
Share Warrants. State Street Research & Management Company is a
wholly-owned subsidiary of Metropolitan Life Insurance Company. State
Street and Metropolitan Life disclaim beneficial ownership of all of the
above shares.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of the Common Stock, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten-percent beneficial
owners are required by Commission regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during the fiscal year ended September 30,
1997, one Section 16(a) filing was inadvertently filed late. The Company failed
to file on a timely basis a report covering one transaction for Mr. Richard
Jackson, a director.
3
<PAGE> 6
ELECTION OF DIRECTORS
(PROPOSAL 1)
At the Annual Meeting seven directors are to be elected to serve for the
ensuing year and until their respective successors are elected and qualified.
The shares represented by the proxies will be voted for the nominees of the
Board of Directors named below, unless otherwise specified on the proxy.
Pursuant to the provisions of the By-laws, the Board of Directors has fixed the
number of directors at seven. All directors are elected annually.
If any nominee becomes unavailable for any reason or a vacancy should occur
before election (which events are not anticipated), the shares represented by
the proxies may be voted for such other person as may be determined by the
holders of such proxies in accordance with the view of a majority of the
directors.
The following table sets forth the name of each nominee for director, his
principal occupation and five-year business history, the year in which he first
served as a director of the Company and his age. With the exception of Mr.
Koehrer, each of the nominees first became a director of the Company on June 4,
1996, the date of the Company's emergence from Chapter 11 bankruptcy.
<TABLE>
<CAPTION>
PRINCIPAL INITIAL SERVICE
NAME AND AGE OCCUPATION AS A DIRECTOR
- ------------ ---------- ---------------
<S> <C> <C>
Ralph W. Koehrer, 52................... President and Chief Executive Officer
of the Company 1997
Talton R. Embry, 51.................... Chairman and Chief Investment Officer,
Magten Asset Management Corp. 1996
Darius W. Gaskins, Jr., 58............. Partner, High Street Associates, Inc. 1996
Jay P. Gilbertson, 37.................. President, Chief Financial Officer and
Co-Chief Operating Officer, HBO &
Company 1996
Richard D. Jackson, 60................. Co-Chairman of the Board, Consultant 1996
George A. Poole, Jr., 66............... Private investor 1996
Lewis Solomon, 64...................... Co-Chairman of the Board, Chairman,
G & L Investments 1996
</TABLE>
Ralph W. Koehrer was elected President, Chief Executive Officer and
Director (effective May 1, 1997) on April 29, 1997 and President and Chief
Operating Officer (effective January 6, 1997) on December 10, 1996. Prior to
joining the Company, Mr. Koehrer was with Automatic Data Processing, Inc.
("ADP") for eleven years, most recently as Corporate Vice President of ADP and
as President of ADP's Information and Processing Services division.
Talton R. Embry has served as a director since June 4, 1996. Mr. Embry has
been Chairman and Chief Investment Officer of Magten Asset Management
Corporation, which is an investment advisory firm, since 1978. Mr. Embry is also
a director of Combined Broadcasting, Inc., BDK Holdings, Inc. and Thermadyne
Holdings Corp.
On September 9, 1993, Magten and Talton R. Embry, without admitting or
denying the allegations in a complaint by the Securities and Exchange
Commission, consented to the entry of judgments enjoining them from violating
(and, in the case of Mr. Embry, aiding and abetting violations of) anti-fraud
and other provisions of the Exchange Act, the Investment Advisor's Act of 1940
and the Investment Company Act of 1940. The final judgment to the action,
Securities and Exchange Commission v. Talton R. Embry and Magten Asset
Management Corp., 93 Civ. 6294 (LMM) (filed September 9, 1993 S.D.N.Y.), was
entered on September 14, 1993.
The Commission's complaint alleged principally that Mr. Embry failed to
advise his clients of certain personal and proprietary trades relevant to the
clients' holdings and to comply with certain reporting requirements. As part of
the settlement, Mr. Embry made a $1 million payment for the benefit of certain
of Magten's clients.
4
<PAGE> 7
At the same time, Mr. Embry, without admitting or denying the allegations
in an order filed by the Commission, settled a parallel Commission
administrative action against Mr. Embry. The administrative proceeding, the
Matter of Talton R. Embry, Administrative Proceeding File No. 3-8153, was
commenced by the Commission on September 16, 1993. In the settlement, Mr. Embry
agreed to the appointment, for a period of five years, of an independent
consultant approved by the Commission to oversee Mr. Embry's personal securities
transactions and to conduct biannual compliance audits of Magten. Gerald Rath,
Esq. of the law firm of Bingham Dana & Gould, Boston, Massachusetts, has been
appointed and approved as the independent consultant.
On April 28, 1995, a Revco Drug Stores, Inc. shareholder, suing
derivatively on behalf of Revco, filed a complaint in U.S. District Court for
the Southern District of New York which named Magten, Mr. Embry (a former
director and Co-Chairman of Revco), certain of Magten's clients, and Revco as
defendants. The complaint alleges that Magten's clients violated the "short
swing profits" law, Section 16(b) of the Exchange Act, by selling shares issued
by Revco in a July, 1994, offering within six months of that offering. Magten's
attorneys filed a motion for summary judgment because the allegedly violative
conduct is expressly exempted from the "short swing profits" law. On February 6,
1996, the District Court dismissed the action in its entirety. On February 22,
1996, the plaintiff appealed the District Court's decision. On January 7, 1997,
the Second Circuit Court of Appeals affirmed the District Court's opinion
dismissing the derivative action brought in connection with the purchase and
sale of Revco stock.
On February 26, 1996, Magten and the Maryland Securities Commissioner
entered into a consent order whereby Magten paid a fine of $1,500. The Maryland
Securities Commissioner alleged that Magten effected investment advisory
transactions in Maryland prior to its registration as a Maryland investment
adviser. Magten is currently registered as an investment adviser in Maryland,
and its activities are not restricted.
Darius W. Gaskins, Jr. has served as a director since June 4, 1996. Mr.
Gaskins has been a partner of High Street Associates, Inc. since 1991. Mr.
Gaskins also serves as a director of UNR Industries, Inc., Northwestern Steel
and Wire Company and Sapient, Inc.
Jay P. Gilbertson has served as a director since June 4, 1996. Mr.
Gilbertson was elected President (as a member of the Office of the President),
Chief Financial Officer and Co-Chief Operating Officer of HBO & Company ("HBO")
on November 11, 1997. He has been the Chief Financial Officer of HBO since April
1993. From December 1991 to April 1993, he served as Corporate Controller of
HBO.
Richard D. Jackson has served as a director since June 4, 1996. He was
elected Vice Chairman of the Board of Directors on June 4, 1996 and Co-Chairman
effective May 1, 1997. Mr. Jackson has been a consultant since 1995. He joined
First Financial Management Corporation in 1993 as Chief Operating Officer and
Senior Executive Vice President and was elected Vice Chairman in February, 1995,
a position he held until August, 1995. From 1990 to 1993, Mr. Jackson served as
Vice Chairman and Chief Executive Officer of the Georgia Federal Bank. Mr.
Jackson also serves as a director of Schweitzer-Mauduit International, Inc. and
Simione Central Holdings, Inc.
George A. Poole, Jr. has served as a director since June 4, 1996. Mr. Poole
has been a private investor for more than the past five years and serves as a
director of U.S. Home Corporation and The Bibb Company.
Lewis Solomon has served as a director since June 4, 1996 and was elected
Lead Director on that date. He was elected Co-Chairman effective May 1, 1997.
Mr. Solomon has been Chairman of G&L Investments for the past five years. He
also serves as a director of Anadigics, Inc., Computer Products, Inc. and
Microelectronic Packaging, Inc.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held eight meetings in the fiscal
year ended September 30, 1997. No incumbent director attended less than 75% of
the meetings held by the Board of Directors and the committees on which he
served. The Board of Directors of the Company has an Audit Committee, a
Compensation Committee, and an Executive Committee. The Board of Directors does
not have a Nominating Committee but has assigned the functions of such a
Committee to the Compensation Committee.
5
<PAGE> 8
The members of the Company's Audit Committee during the fiscal year ended
September 30, 1997 were Messrs. Poole (Chairman of the Committee), Gilbertson
and Solomon. The Audit Committee met six times during the fiscal year ended
September 30, 1997. The principal duties assigned to the Audit Committee are to
recommend to the Board of Directors the accounting firm to be selected as
independent accountants of the Company and to meet with the Company's
independent accountants after completion of the annual audit and their rendering
of their opinion as a result thereof, to discuss their comments thereon and the
Company's accounting methods and procedures as the Audit Committee deems
appropriate.
The members of the Company's Compensation Committee during the fiscal year
ended September 30, 1997 were Messrs. Embry (Chairman of the Committee), Gaskins
and Jackson. The Compensation Committee met five times during the fiscal year
ended September 30, 1997. The Compensation Committee determines the compensation
and benefits of the Chief Executive Officer and other executive officers of the
Company. It is also responsible for evaluating the performance of existing
members of the Board of Directors and for making recommendations on new
candidates for membership on the Board. The Compensation Committee also oversees
the Company's stock option, employee stock purchase, and other stock-based
plans.
The members of the Company's Executive Committee during the fiscal year
ended September 30, 1997 were Messrs. Jackson (Chairman of the Committee),
Lowrey (until April 30, 1997), Koehrer (from May 1, 1997) and Solomon. The
Executive Committee met seventeen times during the fiscal year ended September
30, 1997. The Executive Committee has and may exercise all the powers of the
Board of Directors during the intervals between meetings of the Board. It is
also responsible for reviewing possible acquisitions, mergers, joint ventures,
partnerships and other entries into new technologies.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $1,250 for each
directors' and committee meeting attended, $1,000 for each directors' and
committee meeting attended by telephone, and an annual retainer of $12,500.
Employee directors receive no fees. Each of the non-employee directors was
granted options in November, 1996, to purchase 5,000 shares of Common Stock and
again in February, 1997, to purchase 20,000 shares of Common Stock. In addition,
effective June 4, 1996, the non-employee members of the Executive Committee
received a retainer of $40,000 per year, payable $10,000 per quarter. With their
election as co-chairmen effective May 1, 1997, the retainer increased to $60,000
per year, payable $15,000 per quarter. Each of the co-chairmen also received an
additional option to purchase 25,000 shares of Common Stock. Each of the
directors may elect to receive his annual retainer in options to purchase Common
Stock in lieu of cash.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth as to the Company's
Chief Executive Officer and the other four most highly compensated executive
officers all compensation awarded to, earned by, or paid to said individuals
(the "Named Executive Officers") for all services rendered in all capacities to
the Company and its subsidiaries for the fiscal years ended September 30, 1997,
1996 and 1995, except as may otherwise be specifically noted.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------- ------------
OTHER ANNUAL STOCK ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#)(7) ($)
- --------------------------- ------ ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
P. Lang Lowrey, III..................... 1997 500,000 268,000 88,888(2) 60,000 1,000,000(8)
Chairman of the Board, Chief 1996 450,000 742,152 136,557(3) 40,000 0
Executive Officer (until April 30, 1995 289,692 87,750 -- 375,000 0
1997)
and President (until January 5, 1997)
Ralph W. Koehrer........................ 1997 200,077 109,878 152,201(4) 157,500 0
President (effective January 6, 1996 -- -- -- -- --
1997), Chief Executive Officer and 1995 -- -- -- -- --
Director (effective May 1, 1997)
Thomas R. Simmons....................... 1997 206,500 86,993 47,063(5) 0 64,920(9)(10)(11)
Senior Vice President and 1996 206,500 41,595 -- 25,000 3,303(10)(11)
General Manager, CED Cluster 1995 206,500 66,374 -- 0 1,680(11)
Donald L. Viles......................... 1997 168,000 105,731 -- 0 1,000(10)
Executive Vice President and 1996 157,446 45,980 -- 25,000 1,000(10)
Chief Financial Officer 1995 167,846 5,000 -- 0 0
Gary M. Roth............................ 1997 156,615 108,472 -- 0 1,000(10)
Senior Vice President and 1996 140,000 29,150 -- 25,000 1,000(10)
General Manager, Magnetics Cluster 1995 133,000 65,835 -- 42,595 0
Ray L. Dicasali......................... 1997 166,380 84,974 -- 0 0
Senior Vice President and 1996 75,389 12,500 80,817(6) 0 0
Chief Technology Officer 1995 -- -- -- -- --
</TABLE>
- ---------------
(1) Except as noted below, the aggregate amount of perquisites and other
personal benefits, securities or property, given to each Named
Executive Officer valued on the basis of aggregate incremental cost to
the Company did not exceed the lesser of $50,000 or 10% of the total
of annual salary and bonus for each such officer during fiscal 1997,
1996 and 1995.
(2) Includes $47,456 in relocation expenses, $34,827 in income tax
assistance for certain relocation expense reimbursements and $6,605
for tax planning.
(3) Includes $63,894 in temporary relocation expenses and $62,410 in
income tax assistance for certain relocation expense reimbursements.
(4) Includes $1,093 in relocation expenses, $1,108 in income tax
assistance for certain relocation expense reimbursements and $150,000
for a relocation bonus.
(5) Includes $1,000 for tax planning and $46,063 in income from the
exercise of a stock option.
(6) Includes $36,952 in relocation expenses, $31,365 in income tax
assistance for certain relocation expense reimbursements and $12,500
for a relocation bonus.
(7) All stock option grants prior to June 4, 1996 were cancelled as of
that date.
(8) Represents severance payment (see "Executive
Compensation -- Employment Contracts -- P. Lang Lowrey" below).
(9) Includes $35,000 in loan forgiveness and $26,900 in income tax
assistance for loan forgiveness.
(10) These figures include the following contributions made by the Company
to the Anacomp Savings Plus Plan for fiscal 1997 and fiscal 1996: for
Mr. Simmons, Mr. Viles and Mr. Roth, $1,000 each per year.
(11) Includes $2,020 in imputed interest in fiscal 1997, $2,303 in fiscal
1996 and $1,680 in fiscal 1995, on Mr. Simmons' loan from the Company.
The interest is calculated on the basis of the applicable federal rate
computed by the Internal Revenue Service.
7
<PAGE> 10
STOCK OPTIONS
As indicated in the Summary Compensation Table, stock option grants were
made to the Named Executive Officers during fiscal 1997. The following table
sets forth additional information concerning said grants during fiscal 1997.
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION
OPTIONS FOR 10-YEAR OPTION
GRANTED TO EXERCISE GRANT-DATE TERM(4)(5)
EMPLOYEES PRICE MARKET PRICE EXPIRATION ----------------------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH) ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- ----------- -------------- -------- ------------ ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 15.50 $ 24.2479 $ 40.2031
P. Lang Lowrey, III.. 60,000(1) 7.52 $ 7.95 $ 7.95 09/30/2006 453,000 1,037,874 1,935,186
Ralph W. Koehrer..... 85,000(2) 10.66 8.4375 8.4375 01/06/2007 600,312 1,428,884 2,700,076
72,500(3) 9.09 12.3750 12.3750 05/01/2007 226,562 933,285 2,017,537
Thomas R. Simmons.... 0 0 -- -- -- 0 0 0
Donald L. Viles...... 0 0 -- -- -- 0 0 0
Gary M. Roth......... 0 0 -- -- -- 0 0 0
Ray L. Dicasali...... 0 0 -- -- -- 0 0 0
</TABLE>
- ---------------
(1) All the options granted vest on 9/30/00.
(2) All the options granted vest on 1/5/00.
(3) Of the options granted, 1/3 vest on 5/1/98, 1/3 on 5/1/99 and 1/3 on 5/1/00.
(4) The figures shown are potential future undiscounted values based on actual
option term and annual compounding at the applicable rate. Potential
realizable value equals stock price at end of option term less exercise
price, times the number of options granted.
(5) If the assumed annual rate of stock price appreciation of 0%, 5%, or 10% per
year should occur, the market value per share of Common Stock at the end of
the ten-year option term would be $15.50, $25.2479, or $40.2031, as the case
may be.
The following table sets forth information regarding all options exercised
during fiscal 1997 or held at September 30, 1997 by the Named Executive
Officers.
AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FY-END IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED VALUE (#) EXERCISABLE/ FY-END ($)
NAME ON EXERCISE (#) REALIZED($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ------------------ ----------- --------------------- ----------------------------
<S> <C> <C> <C> <C>
P. Lang Lowrey, III...... 0 0 10,000/ 90,000 $108,700/$326,100
Ralph W. Koehrer......... 0 0 0/157,500 0/ 826,874
Thomas R. Simmons........ 6,250 67,937 0/ 18,750 0/ 203,812
Donald L. Viles.......... 0 0 6,250/ 18,750 67,937/ 203,812
Gary M. Roth............. 0 0 6,250/ 18,750 67,937/ 203,812
Ray Dicasali............. 0 0 6,250/ 18,750 67,937/ 203,812
</TABLE>
- ---------------
(1) Based on the September 30, 1997 closing price of $15.50 on The NASDAQ Stock
Market -- Composite Transactions of the Company's Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Messrs. Embry, Gaskins and Jackson, none of whom are employees of the Company.
8
<PAGE> 11
EMPLOYMENT CONTRACTS
Each of the Named Executive Officers is a party to an employment agreement
with the Company. Set forth below is a brief description of each such agreement.
P. Lang Lowrey, III. Mr. Lowrey resigned as Chairman of the Board, Chief
Executive Officer and Director effective April 30, 1997. Mr. Lowrey entered into
a consulting agreement with the Company, effective as of May 1, 1997, with a
term through September 30, 2000, which among other things, terminated, and
provided for the payment of a $1 million severance allowance pursuant to, the
Amended and Restated Employment Agreement, effective October 1, 1996, between
Mr. Lowrey and the Company. Pursuant to his consulting agreement, Mr. Lowrey
provided consulting services to the Company under the direction of the Chief
Executive Officer on a full-time basis through the end of fiscal 1997 and will
provide consulting services for up to 80 hours per month in fiscal 1998. Mr.
Lowrey's compensation plan for fiscal 1998 is composed of (a) a base consulting
fee of $150,000 and (b) a maximum annual bonus opportunity of $100,000. Mr.
Lowrey also entered into a covenant not to compete with the Company for a period
of one year following any termination of the consulting agreement and not to
solicit the Company's customers for a period of two years following any
termination of the consulting agreement.
Ralph W. Koehrer. Mr. Koehrer entered into an employment agreement with
the Company, effective October 1, 1997, with an initial term of three years and
which is automatically renewable thereafter for additional one-year terms. Mr.
Koehrer also entered into a covenant not to compete with the Company while an
employee, or as a consultant to the Company after any termination of employment,
and not to solicit the Company's customers for a period of two years following
any termination of employment.
Mr. Koehrer's compensation plan for fiscal 1998 is comprised of (a) a base
salary of $400,000; (b) an area profit bonus of $66,667 paid quarterly based on
actual quarterly performance versus quarterly quota for the Company's adjusted
net income; (c) an area revenue bonus of $106,667 paid quarterly based on actual
quarterly performance versus quarterly quota for the Company's total revenue;
(d) an asset management bonus of $40,000 paid quarterly based on the Company's
attaining its quarterly asset management targets; and (e) a corporate EBITDA
bonus of $53,333 paid quarterly based on the Company's attaining its quarterly
EBITDA goals. With the exception of the asset management bonus, all bonuses may
be greater if goals are exceeded or less if goals are not attained.
Mr. Koehrer's employment agreement further provides that, in the event of a
merger or consolidation where the Company is not the surviving company, or a
transfer of all or substantially all of the Company's assets, in either case if
the surviving or transferee company does not agree to be bound by the terms of
the employment agreement, or in the event of a change in control of the Company,
Mr. Koehrer may elect to treat his employment agreement as terminated and
receive a severance allowance of the lesser of $1 million or his prior 24 months
cash compensation, which shall be in addition to the regular compensation and
benefits that he is entitled to receive up to the date on which his employment
terminates. In addition, Mr. Koehrer is entitled to receive such severance
allowance and the accelerated vesting of options under a variety of other
circumstances, but excluding termination for cause, death or his voluntary
resignation upon 90 days advance notice.
Thomas R. Simmons. Mr. Simmons entered into a three-year employment
agreement with the Company which expired on September 30, 1995, but which has
been renewed for successive one-year terms with the current term expiring on
September 30, 1998. He has also entered into a covenant not to compete with the
Company for a period of one year following any termination of employment and not
to solicit the Company's customers for a period of two years following any
termination of employment. During most of fiscal 1997, Mr. Simmons held the
title of President -- U.S. Group.
Mr. Simmons' compensation plan for fiscal 1998 is comprised of (a) a base
salary of $206,500; (b) an area profit bonus of $27,800 paid quarterly based on
actual quarterly performance versus quarterly quota for divisional EBIT; (c) an
area revenue bonus of $44,477 paid quarterly based on actual quarterly
performance versus quarterly quota for divisional revenue; (d) an asset
management bonus of $16,679 paid quarterly based on the Company's attaining its
quarterly asset management targets; and (e) a corporate EBITDA bonus of
9
<PAGE> 12
$22,238 paid quarterly based on the Company's attaining its quarterly EBIDTA
goals. With the exception of the asset management bonus, all bonuses may be
greater if goals are exceeded or less if goals are not attained.
Mr. Simmons' employment agreement provides that, in the event of a merger
or consolidation or a transfer of substantially all of the Company's assets or a
change in control of the Company, Mr. Simmons will receive a severance allowance
equal to his prior twelve months' compensation if he is subsequently terminated
without cause or if he deems a termination to have occurred due to a demotion,
transfer or reduction in compensation. Mr. Simmons is also entitled to such
severance allowance if he is terminated without cause by the Company or if he
deems a termination to have occurred due to a demotion, transfer or reduction in
compensation.
Donald L. Viles. Mr. Viles entered into an employment agreement with the
Company effective February 15, 1996 and which expires on September 30, 1998. He
has also entered into a covenant not to compete with the Company for a period of
one year following any termination of employment and not to solicit the
Company's customers for a period of two years following any termination of
employment.
Mr. Viles' compensation plan for fiscal 1998 is comprised of (a) a base
salary of $168,000; (b) an area profit bonus of $22,615 paid quarterly based on
actual quarterly performance versus quarterly quota for the Company's adjusted
net income; (c) an area revenue bonus of $36,185 paid quarterly based on actual
quarterly performance versus quarterly quota for the Company's total revenue;
(d) an asset management bonus of $13,569 paid quarterly based on the Company's
attaining its quarterly asset management targets; and (e) a corporate EBITDA
bonus of $18,092 paid quarterly based on the Company's attaining its quarterly
EBITDA goals. With the exception of the asset management bonus, all bonuses may
be greater if goals are exceeded or less if goals are not attained.
Mr. Viles' employment agreement provides that, in the event of a merger or
consolidation or a transfer of substantially all of the Company's assets or a
change in control of the Company or a discontinuation of the Company's business,
Mr. Viles will receive a severance allowance equal to his prior twenty-four
months' compensation if he elects to treat any such occurrence as a termination
of his agreement. Mr. Viles is also entitled to such severance allowance if he
is terminated by mutual agreement or without cause by the Company or if he deems
a termination to have occurred due to a demotion, transfer or reduction in
compensation.
Gary M. Roth. Mr. Roth entered into an employment agreement with the
Company effective October 1, 1992. The original term of the agreement expired on
September 30, 1995 but it has been renewed for successive one-year terms with
the current term expiring on September 30, 1998. He has also entered into a
covenant not to solicit the Company's customers for a period of two years
following any termination of employment. During fiscal 1997, Mr. Roth held the
title of President -- International Group. He assumed his current position on
October 1, 1997.
Mr. Roth's compensation plan for fiscal 1998 is comprised of (a) a base
salary of $174,850; (b) an area profit bonus of $23,538 paid quarterly based on
actual quarterly performance versus quarterly quota for divisional EBIT; (c) an
area revenue bonus of $37,660 paid quarterly based on actual quarterly
performance versus quarterly quota for divisional revenue; (d) an asset
management bonus of $14,123 paid quarterly based on the Company's attaining its
quarterly asset management targets; and (e) a corporate EBITDA bonus of $18,830
paid quarterly based on the Company's attaining its quarterly EBITDA goals. With
the exception of the asset management bonus, all bonuses may be greater if goals
are exceeded or less if goals are not attained.
Mr. Roth's employment agreement provides that, in the event of a merger or
consolidation or a transfer of substantially all of the Company's assets or a
change in control of the Company, Mr. Roth will receive a severance allowance
equal to his prior twelve months' compensation if he is subsequently terminated
without cause or if he deems a termination to have occurred due to a demotion,
transfer or reduction in compensation. Mr. Roth is also entitled to such
severance allowance if he is terminated without cause by the Company or if he
deems a termination to have occurred due to a demotion, transfer or reduction in
compensation.
10
<PAGE> 13
Ray L. Dicasali. Mr. Dicasali entered into an employment agreement with
the Company effective May 15, 1996 and which expires on September 30, 1998. He
has also entered into a covenant not to solicit the Company's customers for a
period of two years following any termination of employment.
Mr. Dicasali's compensation plan for fiscal 1998 is comprised of (a) a base
salary of $166,250; (b) an area profit bonus of $22,380 paid quarterly based on
actual performance versus quarterly quota for the Company's adjusted net income;
(c) an area revenue bonus of $35,808 paid quarterly based on actual quarterly
performance versus quarterly quota for the Company's total revenue; (d) an asset
management bonus of $13,428 paid quarterly based on the Company's attaining its
quarterly asset management targets; and (e) a corporate EBITDA bonus of $17,904
paid quarterly based on the Company's attaining its quarterly EBITDA goals. With
the exception of the asset management bonus, all bonuses may be greater if goals
are exceeded or less if goals are not attained.
Mr. Dicasali's employment agreement provides that, in the event of a merger
or consolidation or a transfer of substantially all of the Company's assets or a
change in control of the Company, Mr. Dicasali will receive a severance
allowance equal to twelve months' compensation if he is subsequently terminated
without cause or if he deems a termination to have occurred due to a demotion,
transfer or reduction in compensation. Mr. Dicasali is also entitled to such
severance allowance if he is terminated without cause by the Company or if he
deems a termination to have occurred due to a demotion, transfer or reduction in
compensation.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
As discussed above, the employment agreements of Messrs. Lowrey, Koehrer,
Simmons, Viles, Roth and Dicasali provide for certain payments in the event of a
termination of employment or a change of control of the Company.
BOARD OF DIRECTORS'
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
determines the compensation and benefits of the Chief Executive Officer and
other executive officers of the Company and oversees the Company's stock option,
employee stock purchase and other incentive programs. The Committee is composed
solely of non-employee directors.
The executive compensation policy of the Company, which is endorsed by the
Committee, provides that a significant portion of the annual compensation of
each executive officer relates to, and is contingent upon, the individual
executive officer's performance. Accordingly, under the Committee's guidance, a
significant portion of an executive officer's annual compensation is "at risk,"
at target levels during fiscal 1997 comprising approximately 35% (40% for the
Chief Executive Officer) of total cash compensation.
The Committee's goal is to set total cash compensation at levels required
to attract and retain qualified persons in executive officer positions. To
assist the Committee in this judgment, the Company retained the services of an
outside consulting firm that compared levels of compensation of the Company's
executive officers with compensation levels for officers of thirteen other
companies selected as a peer group based on their line of business and size. The
consulting firm has reported to the Company that the total compensation of the
Company's executive officers is at or below the middle range of compensation
levels of the companies in the executive compensation peer group.
The companies in the executive compensation peer group are not the same as
the companies included in the performance graph peer group. The Committee
believes that the market for executive talent, and thus the companies
appropriate for executive compensation comparisons, are different from the
companies that may be alternative investments for shareholders.
An executive officer's performance for purposes of compensation decisions
is measured under the annual bonus plan against goals approved by the Committee
at the beginning of the fiscal year. As a general principle
11
<PAGE> 14
during fiscal 1997, the bonus goals of the executive officers were tied 70% to a
profit objective and 30% to a revenue objective, in most cases at levels
providing incentive to the executive officer to achieve profit and revenue
objectives higher than the prior fiscal year's actual results.
P. Lang Lowrey's compensation as Chief Executive Officer until his
resignation effective April 30, 1997, was structured in accordance with the
executive compensation policy discussed above. As Chief Executive Officer, Mr.
Lowrey's compensation was determined pursuant to an employment agreement,
effective as of October 1, 1996, that provided for a base salary and target
bonus set at the middle range based on the review of the executive compensation
peer group. Pursuant to the employment agreement, Mr. Lowrey was paid a $1
million severance allowance upon his resignation. In order to provide for a
smooth transition, effective May 1, 1997, Mr. Lowrey entered into a consulting
agreement with the Company that provided for, among other things, the
termination of his employment agreement and compensation as provided in his
employment agreement for the remainder of the fiscal year. The terms of Mr.
Lowrey's employment agreement and consulting agreement are described above under
"Executive Compensation -- Employment Contracts -- P. Lang Lowrey."
Prior to his election as Chief Executive Officer effective May 1, 1997,
Ralph W. Koehrer's compensation as President and Chief Operating Officer was
structured in accordance with the executive compensation policy discussed above
and pursuant to an employment agreement, effective as of January 6, 1997. Upon
his election as Chief Executive Officer, Mr. Koehrer's employment agreement was
amended to increase his base salary and target bonus to a level less than that
paid to the former chief executive officer, which the Company believes is in the
middle range based on the review of the executive compensation peer group. The
terms of Mr. Koehrer's employment agreement are described above under "Executive
Compensation -- Employment Contracts -- Ralph W. Koehrer."
In fiscal 1997, the Company adopted the Anacomp, Inc. 1997 Long-Term
Incentive Plan (the "Incentive Plan"). The Incentive Plan provides for the
issuance of stock options, stock appreciation rights, restricted stock awards
and other stock-based awards. Pursuant to the Incentive Plan, the Company
granted to the Named Executive Officers the options set forth under "Executive
Compensation -- Option Grants in Fiscal 1997." According to the report of the
consulting firm referred to above, the options issued to Messrs. Lowrey and
Koehrer in fiscal 1997 were at or below the middle range of stock option
incentive opportunities for chief executive officers of companies in the
executive compensation peer group. The Committee believes that the Incentive
Plan aligns the interests of executive officers with those of shareholders and,
thus, promotes the creation and protection of shareholder value.
Compensation Committee of the Board of
Directors
Talton R. Embry, Chairman
Darius W. Gaskins, Jr.
Richard D. Jackson
12
<PAGE> 15
PERFORMANCE GRAPH
The following graph and table depict the cumulative total Shareholder
returns following an assumed investment of $100 in shares of the Company's
Common Stock for the periods of September 30, 1992 through June 4, 1996 (the
effective date of the Company's Third Amended Joint Plan of Reorganization) and
June 5, 1996 through September 30, 1997 (subsequent to consummation of such Plan
and emergence from bankruptcy). All shares of common stock, $.01 par value per
share, outstanding on June 4, 1996 (shown to the left of the vertical bar on the
graph), were cancelled on such date. The period shown on the graph to the right
of the vertical bar represents the Company's current shares of Common Stock.
Also presented below for comparison are the cumulative total shareholder returns
of a like assumed investment and the reinvestment of all dividends for the same
periods in each of the Standard and Poor's 500 Index (the "S&P 500") and the
Standard and Poor's Computer Software and Services Index ("S&P Software and
Services").
<TABLE>
<CAPTION>
September 30, September 30,
------------- -------------
1992 1993 1994 1995 June 4, 1996 June 5, 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anacomp $100 $ 88 $ 92 $ 21 $ 7 $100 $ 95 $178
S&P 500 100 113 117 152 177 100 102 143
S&P Software
and Services 100 133 158 230 297 100 112 185
</TABLE>
- ---------------
All amounts rounded to nearest dollar.
* Daily returns for the S&P Software and Services Index are not computed. Data
for June 4 and June 5 use the index as of May 31, 1996 as an estimation.
13
<PAGE> 16
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP has served as the Company's independent accountant for
its most recently completed fiscal year. Representatives of Arthur Andersen LLP
have been invited to attend the Annual Meeting. They will have the opportunity
to make a statement if they desire to do so and will be available to respond to
Shareholders' questions.
SHAREHOLDER PROPOSALS
Any proposal which a Shareholder intends to submit for consideration by the
Shareholders at the next Annual Meeting of Shareholders of the Company must be
received by the Company by September 1, 1998. Any such proposals should be sent
to the Secretary of the Company at 12365 Crosthwaite Circle, Poway, California
92064.
OTHER BUSINESS
The Board of Directors knows of no other business which may come before the
Annual Meeting of Shareholders. If any other business should come before the
Meeting, the proxyholders intend to vote the proxies received in accordance with
the business judgment of the proxyholders, and discretionary authority to do so
is included in the accompanying form of Proxy.
By Order of the Board of Directors,
Richard D. Jackson
Co-Chairman of the Board
Lewis Solomon
Co-Chairman of the Board
December 31, 1997
14
<PAGE> 17
APPENDIX
PROXY
ANACOMP, INC.
11550 North Meridian Street
P.O. Box 40888
Indianapolis, Indiana 46240
PROXY FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Ralph W. Koehrer and William C. Ater, and each
of them, proxies and attorneys-in-fact, with the power of substitution (the
action of both of them or their substitutes present and acting or if only one
be present and acting then the action of such one to be in any event
controlling), to vote all stock of the undersigned at the 1998 Annual Meeting
of Shareholders of Anacomp, Inc., and at any adjournment thereof as follows:
This Proxy is continued on the reverse side.
Please sign on the Reverse Side and Return Promptly.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 18
Please mark
your votes as [X]
indicated in
this example.
<TABLE>
<CAPTION>
WITHHOLD
FOR FOR ALL
<S> <C>
ITEM 1 - ELECTION OF DIRECTORS [ ] [ ] ITEM 2 - To vote in accordance with the views of a majority of the Board of
Messrs. T.R. Embry, D.W. Directors on the transaction of such other business as may properly
Gaskins, Jr., J.P. come before the meeting and any adjournment thereof.
Gilbertson, R.D. Jackson,
R.W. Koehrer, G.A. Poole,
Jr., L. Solomon If you plan to attend the Meeting, please mark the box. [ ]
WITHHELD FOR: (Write that
nominee's name in the
space provided below)
--------------------------
The shares represented by this proxy will be voted as
directed by the stockholder. If no direction is made,
this proxy will be voted for proposal 1.
</TABLE>
Signature(s) Date
------------------------------------------------------ ---------
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
