THIS CONFORMING PAPER
FORMAT DOCUMENT IS
BEING SUBMITTED
PURSUANT TO RULE 901(d)
OF REGULATION S-T.
<PAGE>
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
File by the Registrant [X]
Filed by a Party Other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Mid-Plains Telephone, Inc
(Name of Registrant as Specified In Its Charter)
Howard Hopeman
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies
n/a
2) Aggregate number of securities to which transaction applies:
n/a
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
n/a
4) Proposed maximum aggregate value of transaction:
n/a
_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
n/a
2) Form, Schedule or Registration Statement No.:
n/a
3) Filing Party:
n/a
4) Date Filed:
n/a
<PAGE>
Notice of 1995
Annual Meeting and
Proxy Statements
MID-PLAINS TELEPHONE, INC.
Post Office Box 620070
Middleton, Wisconsin 53562
March 22, 1995
Dear Shareholder:
You are cordially invited to attend the 1995 Annual Meeting of
Shareholders to be held on Monday, April 24, 1995, at 7:30 p.m., at
the Holiday Inn, located in the Middleton Greenway Center,
1313 John Q. Hammons Drive, Middleton, Wisconsin (see map on next
page).
The business items to be acted on during the meeting are
listed in the Notice of Annual Meeting and are described more fully
in the Proxy Statement. Following the business session, we will
report to you on the Company's progress during the past year and
receive your questions and comments concerning Mid-Plains.
YOUR VOTE IS VERY IMPORTANT. We hope you will take a few
minutes to review the proxy statement and complete, sign and return
your proxy card in the envelope provided, even if you plan to
attend the meeting. Please note that sending us your proxy will
not prevent you from voting in person at the meeting should you
wish to do so.
To assist us in our preparation for refreshments following the
meeting, we would appreciate your marking your proxy card in the
space provided if you plan to attend the meeting.
Thank you for your support of Mid-Plains.
Very truly yours,
/s/ Dean W. Voeks
Dean W. Voeks
President
<PAGE>
DIRECTIONS TO HOLIDAY INN
A map is in shown in the proxy statement indicating that
shareholders are to take Highway 12 to the Greenway Blvd exit
(Exit 252) to the Holiday Inn Madison West.
Take Exit 252 - Greenway Blvd.
off of the West Beltline Freeway
If you have any questions, please call our Shareholder Services
number: (608) 836-4212.
MID-PLAINS TELEPHONE, INC.
Post Office Box 620070
MIDDLETON, WISCONSIN 53562
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Monday, April 24, 1995, 7:30 P.M.
The Annual Meeting of Shareholders of MID-PLAINS TELEPHONE,
INC., a Wisconsin corporation, will be held at the Holiday Inn,
Greenway Center, 1313 John Q. Hammons Drive, Middleton, Wisconsin,
on Monday, April 24, 1995 at 7:30 p.m. for the following purposes:
1. Election of two Directors - the names of the nominees for
Directors intended to be presented for election are as
follows:
Charles Maulbetsch
Fredrick E. Urben;
2. Ratification of the appointment of Kiesling Associates as
independent public accountants;
and to transact any other business that may properly come before
the meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on
March 10, 1995 will be entitled to vote at the meeting. All
shareholders are requested to be present at the meeting in person
or by proxy. Enclosed is a proxy.
By order of the Board of Directors,
/s/ Fredrick E. Urben
Fredrick E. Urben, Secretary
March 22, 1995
YOUR VOTE IS IMPORTANT
Please mark your voting choices, sign, date and return
your proxy card promptly in the enclosed envelope. If
you attend the meeting, you may vote by ballot at the
meeting, thereby canceling any proxy you have
previously submitted.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1995
This Proxy Statement is furnished to shareholders of
Mid-Plains Telephone, Inc., (herein referred to as the Company) in
connection with the solicitation by the Board of Directors of the
Company of proxies to be used at the Annual Meeting of Shareholders
to be held at 7:30 p.m., Monday, April 24, 1995, at the Holiday
Inn, Greenway Center, 1313 John Q. Hammons Drive, Middleton,
Wisconsin. Shareholders of record at the close of business on
March 10, 1995 will be entitled to vote at the meeting. This
statement was mailed to each shareholder on approximately March 22,
1995.
PROXIES
Whether or not you expect to be present personally at the
meeting, please mark, sign, date and return by mail the enclosed
form of Proxy. Any shareholder giving a Proxy has the power to
revoke it at any time before it is voted by: (1) giving notice in
writing to the Company's Secretary; or (2) granting a subsequent
proxy; or (3) appearing in person and voting at the Annual Meeting.
All proxies not so revoked will be voted.
The costs of soliciting proxies will be borne by the Company.
Proxies may be solicited by mail or by telephone or personal
contact by the directors, officers and regular employees of the
Company.
Only common shareholders of record on March 10, 1995 will be
eligible to vote at this meeting. As of the record date, there
were 1,976,050 shares of common stock of the Company outstanding.
Each share outstanding is entitled to one vote at the meeting. The
nominees for directors receiving a plurality of the votes cast by
the outstanding common stock will be elected. An affirmative
majority of the votes cast is required to ratify the appointment of
auditors. ABSTENTIONS ARE COUNTED FOR PURPOSES OF DETERMINING
WHETHER A QUOROM EXISTS AT THE ANNUAL MEETING. ABSTENTIONS HAVE NO
EFFECT ON ANY VOTE TAKEN AT THE ANNUAL MEETING. BROKER NON-VOTES
HAVE NO EFFECT ON EITHER QUOROM DETERMINATIONS OR VOTES TAKEN.
A copy of the Company's Annual Report to Shareholders for 1994
will be mailed to all shareholders on or about March 22, 1995.
THE COMPANY WILL FURNISH, WITHOUT CHARGE ON THE WRITTEN
REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S FORM 10-K
REPORT (NOT INCLUDING EXHIBITS THERETO) FOR 1994 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH REQUEST SHOULD BE SENT TO
THE OFFICE OF THE SECRETARY OF MID-PLAINS TELEPHONE, INC., P.O. BOX
620070, MIDDLETON, WISCONSIN 53562-0070.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors consists of seven members. Each
director is required to be a resident of the State of Wisconsin and
a shareholder of the Company. Under the retirement policy for
directors (except for members of the board as of January 1, 1973),
directors may not serve beyond their seventieth birthday. Each
director, when duly elected and qualified, has a term of office of
three years or until his successor is elected and qualified. The
terms of office for the directors are staggered, so that only two
or three directors need be elected in any one year.
Under the terms of the Company's by-laws, nominations for the
Board of Directors made by shareholders must be in writing and
delivered or mailed to the principal executive offices of the
corporation, between January 1 and February 28 of the year of the
corporation's Annual Meeting of Shareholders at which such
nomination is to be acted upon.
Any nominations for the Board of Directors made by the
shareholders must contain the name, date of birth and address of
each proposed nominee, the principal occupation of each nominee for
the last five years, the name and address of the nominating
shareholder, and the number of shares of capital stock of the
corporation owned by the proposed nominee and nominating
shareholder.
This year the terms of office for two directors will expire on
Monday, April 24, 1995. It is intended proxies in the form
enclosed granted by the shareholders will be voted in favor of
electing the following named persons as directors, each of whom has
consented to being named in this Proxy Statement and to serve if
elected. Each nominee is currently a member of the Board of
Directors. If any nominee shall for any reason become unavailable
for election, it is the intention of those named in the Proxy to
vote for the election of such other person as may be designated by
the Board of Directors. Management has no reason to believe that
any of the nominees will be unavailable for election.
Set forth below is certain information concerning the two
nominees for election and the five directors of the Company whose
terms will continue after the Annual Meeting, including information
with respect to their principal occupations and other directorships
during the past five years, and the shares of common stock of the
Company beneficially owned by each nominee or director and all
directors and executive officers of the Company as a group.
<PAGE>
The Board of Directors recommends a vote FOR the nominees listed.
<TABLE>
NOMINEES FOR ELECTION AS DIRECTORS FOR A TERM EXPIRING IN 1998
Shares of Common
Stock Beneficially
Names and Principal Owned as of Percent of
Occupations or Employment February 28, 1995 Class Owned<F1>
<S> <C> <C>
Here is CHARLES MAULBETSCH 23,757<F2> 1.2%
a picture Age 60. Director since 1981.
of Charles Vice President and Director
Maulbetsch of Middleton Community Bank
since January 1, 1995.
Formerly a Bank Consultant.
Here is FREDRICK E. URBEN 21,624<F2><F3> 1.1%
a picture Age 53. Director since 1977.
of Fredrick Secretary & Treasurer and
Urben Vice-President,
Administration, Human
Relations of the Company,
of which he has been an
officer since 1972.
/TABLE
<PAGE>
<TABLE>
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1996
Shares of Common
Stock Beneficially
Names and Principal Owned as of Percent of
Occupations or Employment February 28, 1995 Class Owned<F1>
<S> <C> <C>
Here is EUGENE A. JOHNSON 34,400<F2> 1.7%
a picture Age 66. Director since 1974.
of Eugene Certified Public Accountant
Johnson and Independent Realtor.
President of Johnson
Hardware Stores.
Here is HAROLD L. (LEE) SWANSON 8,634<F2><F4> 0.4%
a picture Age 57. Director since 1981.
Harold Director of Mid-Plains
Swanson Communications Systems,
Inc., subsidiary of the
Company, since 1981.
President and Director of
the State Bank of Cross
Plains, with which he has
been associated for more
than 29 years; also
Director of Madison Gas &
Electric Company.
</TABLE>
<PAGE>
<TABLE>
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1997
Shares of Common
Stock Beneficially
Names and Principal Owned as of Percent of
Occupations or Employment February 28, 1995 Class Owned<F1>
<S> <C> <C>
Here is a FLOYD A. BRYNELSON 8,848<F2> 0.4%
picture of Age 80. Director since
Floyd 1970. General Counsel of
Brynelson the Company from 1981 to
1993. President of
Mid-Plains Telephone, Inc.
from 1981 to 1990.
President of Mid-Plains
Communications Systems,
Inc., subsidiary of the
Company, from 1985 to 1991.
Director of Mid-Plains
Communications Systems,
Inc. from 1980 to 1991.
Retired partner and Of
Counsel to Axley Brynelson,
Attorneys & Counselors,
Madison, WI.
Here is a S. C. EHLERS 57,700 2.9%
picture of Age 88. Director since
S.C. Ehlers 1969. Retired Printer and
Publisher. Director of
Mid-Plains Communications
Systems, Inc., subsidiary
of the Company, since 1980.
Here is DEAN W. VOEKS 2,004<F2> 0.1%
a picture Age 52. President and
of Dean Director of the Company,
Voeks of which he has been an
officer since 1987.
President and Director of
Mid-Plains Communications
Systems, Inc., subsidiary
of the Company, since 1991.
<FN>
<F1>The total of 167,491 shares held by all directors and executive officers
as a group is 8.5% of the Company's outstanding common stock.
<F2>Includes 2,252, 1,700, 500, 4,049, 3,250, and 887 shares of Company common
stock, in self-directed Individual Retirement Accounts, to which Messrs.
Brynelson, Johnson, Maulbetsch, Swanson, Urben, and Voeks, respectively, have
voting and investment power.
<F3>Includes 3,355 shares of Company common stock in a family trust in which
Mr. Urben has a pecuniary interest, voting and investment power and 4,004
shares of Company common stock in a trust in which Mr. Urben has no pecuniary
interest but has voting and investment power.
<F4>Includes 2,100 shares of Company common stock held by the State Bank of
Cross Plains Profit Sharing Plan and Money Purchase Pension Plan which
Mr. Swanson serves as a member of its Qualified Plan Committee and thereby has
shared voting and investment power.
</FN>
/TABLE
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
The Company's directors, its executive officers and certain
other officers are required to report their ownership of the
Company's common stock and any changes in that ownership to the
Securities and Exchange Commission (SEC). All required filings
in 1994 were properly made in a timely fashion. However, one
filing inadvertently excluded 10 shares purchased in August 1994
by Mr. Swanson, a Director, which, upon discovery, was reported
on an amended filing in March, 1995.
In making this statement, the Company has relied on the
representations of the persons involved and on copies of their
reports filed with the SEC.
BOARD OF DIRECTORS AND COMMITTEES
In 1994, each non-employee director received an annual fee
of $14,000 for serving on the Mid-Plains' Board. No additional
fees were paid for attending meetings. Employee directors
received no directors' fees. During 1994, The Board met 13
times. All directors attended more than 75% of the total number
of meetings, including meetings of the committees of which they
are members.
The Company has an Audit Committee and a Compensation
Committee.
The members of the AUDIT COMMITTEE are Messrs. Brynelson,
Maulbetsch, and Johnson (Chair). The committee held two meetings in
1994. The committee's function is to recommend to the shareholders the
independent auditors to be elected, and to meet with management and the
independent public accountants and review with them the scope and
results of their audits, the Company's accounting practices, and the
adequacy of the Company's internal controls.
The COMPENSATION COMMITTEE consists of the five non-employee
directors, Messrs. Brynelson, Ehlers, Johnson (Chair), Maulbetsch and
Swanson. The committee held two meetings in 1994. The function of the
committee is to determine the compensation of the president of the
Company and to set compensation guidelines for all other employees.
COMPENSATION COMMITTEE INTERLOCKS
and
INSIDER PARTICIPATION
Mr. Brynelson, a member of the Compensation Committee, was
formerly president of the Company. He is a retired partner and Of
Counsel to Axley Brynelson, the primary law firm retained by the
Company. Mr. Johnson, a member of the Compensation Committee, was
formerly president of the Company's subsidiary.
<PAGE>
EXECUTIVE COMPENSATION
The following summary compensation table identifies compensation
of the President (the chief executive officer) during the three years
ended December 31, 1994. All other executive officers earned less than
$100,000.
Summary Compensation Table
<TABLE>
Name and
Principal Annual Compensation All Other
Position Year Salary Bonus Compensation<F1>
<S> <C> <C> <C> <C>
Dean W. Voeks:
President and Director 1994 $125,000 $ 7,500 $5,590
President and Director 1993 $105,000 $12,720 $4,945
President and Director 1992 $100,000 $13,369 $4,761
<FN>
<F1>Company matching contribution to defined contribution 401(k) benefit plan.
</FN>
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
The Company's principal executive compensation objective is
to compensate executive officers in a manner that will attract and
retain the services of an outstanding management team and provide
incentives to motivate superior performance by key employees. To
accomplish this, the non-employee directors have developed a three
component compensation policy: (1) annual base salary adjustments
designed to recognize professional growth and to adjust for
inflationary pressures; (2) annual incentive bonus based on
achieving preestablished individual goals for the year; and (3)
promotional increases related to significant increases in
responsibility and/or disparities with comparable positions.
Each executive is in a salary grade with a salary range based
on his or her level of experience and responsibility compared to
similar positions within the utility industry and marketplace.
The compensation for Mr. Voeks, President (the chief
executive officer), reported for 1994 reflects the application of
the policies described above. Mr. Voeks' base salary for 1994 was
adjusted by a base adjustment and a market equity adjustment. The
market equity adjustment takes into account market conditions and
was also in recognition of his leadership in preparing Mid-Plains
for the increasing competitive challenge in its industry. Mr.
Voeks also received an annual incentive bonus for 1994 as
previously indicated.
COMPENSATION COMMITTEE
Floyd A. Brynelson
S. C. Ehlers
Eugene A. Johnson
Charles Maulbetsch
Harold L. (Lee) Swanson
<PAGE>
PERFORMANCE GRAPH
PERFORMANCE GRAPH
<TABLE>
Comparison of Five Year Cumulative Total Return<F1>
Mid-Plains Telephone, Inc., S&P Index & S&P Telephone Index<F2>
(Performance results through 12/31/94)
[Line graph of data points]
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Mid-Plains 100.00 159.84 219.43 236.44 300.56 347.69
S&P 500 100.00 96.89 126.42 136.05 149.76 151.74
S&P Telephone 100.00 95.46 102.66 112.65 130.10 124.72
Assumes $100 invested on January 1, 1990 in Mid-Plains Common
Stock, S&P Index & S&P Telephone Index.
<FN>
<F1>Total return assumes reinvestment of dividends.
<F2>Fiscal year ending December 31.
</FN>
</TABLE>
BENEFIT PLANS
PENSION PLAN. Mid-Plains Telephone, Inc. has a defined benefit
pension plan covering the employees of its telephone operations.
Retirement benefits are based upon years of service with the
Company and compensation rates near retirement and are not subject
to any reduction for Social Security benefits paid to the
employees or any other offset amounts. For purposes of the plan,
compensation means payment for services rendered, including
vacation and sick pay, and is substantially equivalent to the
salary reported in the foregoing Summary Compensation
Table. In 1994, the minimum years of service required to obtain
maximum annual retirement benefits was increased from 15 to 25
years to comply with changes in statuary regulations imposed by
the Internal Revenue Code. Annual retirement benefits under the
retirement plan at the normal retirement age of 60 for specified
levels of compensation and specified years of service are
illustrated in the following table:
<TABLE>
Assumed Average Annual Annual Pension at Normal
Compensation Based on Highest Retirement Age of 60
60 Consecutive Months After Years of Service Indicated<F1>
15 Years 20 Years 25 Years
<S> <C> <C> <C>
$100,000 $34,200 $45,600 $57,000
$110,000 $37,600 $50,200 $62,700
$120,000 $41,000 $54,700 $68,400
$130,000 $44,500 $59,300 $74,100
$140,000 $47,900 $63,800 $79,800
$150,000 $51,300 $68,400 $85,500
$160,000 $54,700 $73,000 $91,200
$170,000 $58,100 $77,500 $96,900
<FN>
<F1>Based upon a single-life, 120-month guarantee annuity.
</FN>
</TABLE>
Mr. Voeks has eight full credited years of service under the
Pension Plan. Substantially all compensation shown in the summary
compensation table is included in compensation under the Pension
Plan.
MANAGEMENT CONTINUITY PLAN. The Company has severance pay
agreements ("Agreements") with Mr. Voeks and four other executive
officers. The purpose of the Agreements is to encourage the
executive officers to continue to carry out their duties in the
event of the possibility of a change in control of the Company.
Benefits are payable under the Agreements only if a change in
control has occurred and within three years after such change the
executive's employment is terminated: (a) by the Company or its
successor for reasons other than "cause"; or (b) voluntarily by
the executive for "good reason", in each case as defined in the
Agreements. The principal benefit under the Agreement is a lump-
sum payment equal to 2.99 times the executive's annual
compensation. Each agreement terminates on January 28, 1996, but
is automatically extended for an additional year on January 28 of
each year, commencing January 28, 1996, unless either the Company
or the employee gives a written notice of cancellation of such
automatic extension.
Other telephone operations employees not covered by individual
Agreements are covered by a broad-based change in control plan
("Plan"). The Plan is similar to the Agreements except that the
benefit under the Plan is a lump-sum payment equal to the
employee's monthly compensation multiplied times the employee's
years of service not exceeding 24.
TRANSACTIONS WITH DIRECTORS
In 1994, Floyd A. Brynelson, a director, was Of Counsel with
Axley Brynelson, the primary law firm retained by the Company.
The Company has also retained this law firm in 1995.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders will be asked to ratify the recommendation of
the Audit Committee and the appointment by the Board of Directors
of Kiesling Associates as the independent public accountants to
audit the consolidated financial statements of the Company and
its subsidiary for 1995.
Kiesling Associates has audited the financial statements of
the Company each year since 1956. A representative of Kiesling
Associates is expected to be present at the meeting and will be
available to respond to appropriate questions or to make a
statement if said representative so desires. An affirmative vote
of the holders of a majority of the Company's common stock,
represented in person or by proxy and entitled to vote at the
meeting, is necessary for approval.
The Board of Directors recommends a vote FOR this appointment.
OTHER BUSINESS
The Board of Directors does not know of any business that
will be presented for consideration at the meeting except as set
forth above. However, if any other business is properly brought
before the meeting, it is the intention of the persons named in
the accompanying proxy to vote said proxy in accordance with
their judgement in such matters.
RECEIPT OF SHAREHOLDERS' PROPOSALS AND DIRECTOR
NOMINATIONS FOR NEXT ANNUAL MEETING
Any shareholder satisfying Security and Exchange Commission
requirements and wishing to submit a proposal to be included in
the 1996 Proxy Statement must submit the proposal in writing to:
Secretary, Mid-Plains Telephone, Inc., Post Office Box 620070,
Middleton, Wisconsin 53562-0070. The Company must receive any
such proposal by December 15, 1995, in order to have such
proposal considered for inclusion in the 1996 Proxy Statement.
Shareholder nominations for directors, whose term will
expire in 1999, to be elected at the 1996 Annual Meeting of
Shareholders, must be submitted in the manner described in the
section captioned Election of Directors above between January 1,
1996, and February 29, 1996.
FOR THE BOARD OF DIRECTORS
/s/ Dean W. Voeks
Dean W. Voeks, President
March 22, 1995<PAGE>
MID-PLAINS TELEPHONE, INC.
For Annual Meeting of Shareholders on April 24, 1995
The undersigned hereby appoints Harold (Lee) Swanson and
S.C. Ehlers, and each of them, with power of substitution in
each, as proxies, with the powers the undersigned would possess
if personally present, to vote all of the undersigned's shares of
stock in the Company at the Annual Meeting of Shareholders of the
Company to be held at the Holiday Inn, 1313 John Q. Hammons
Drive, Middleton, Wisconsin, on Monday, April 24, 1995 at
7:30 p.m., and at any adjournment thereof, upon all matters that
may properly come before the meeting, including the matters
described in the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement dated March 22, 1995, subject to
any directions indicated on the reverse side of this card.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below
Charles Maulbetsch, Fredrick E. Urben
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
2. RATIFICATION OF THE APPOINTMENT OF KIESLING ASSOCIATES as
independent public accountants.
FOR AGAINST ABSTAIN
/ / / / / /
This Proxy is Solicited on Behalf of the Board of Directors of the Company.
<PAGE>
This Proxy, when properly executed, will be voted in the manner directed
hereby by the undersigned shareholder. If no choice is specified, the Proxies
shall vote FOR Proposals 1 and 2.
If you attend the meeting, you may, if you so desire, withdraw your proxy at
the registration desk and vote in person.
Please mark an (X) in the box Here is
to the right if you plan to a box
attend the meeting.
Please date and sign your name(s) exactly as shown
above and mail promptly in the enclosed envelope.
IMPORTANT: When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title as such. If a corporation, sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized persons.
Signature
Signature If Held Jointly
Dated , 1995
