THOMAS NELSON, INC.
501 Nelson Place
P.O. Box 141000
Nashville, Tennessee 37214-1000
-----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
The Annual Meeting of Shareholders (the "Annual Meeting") of
Thomas Nelson, Inc. will be held at the Loews Vanderbilt Plaza,
2100 West End Avenue, Nashville, Tennessee, at 11:00 a.m., local
time, on Thursday, August 21, 1997, for the following purposes:
1. To elect three directors in Class Two to
serve for a term of three years or until their
respective successors are elected and take office.
2. To transact such other business as may
properly come before the Annual Meeting or any
adjournment thereof.
Only shareholders of record at the close of business on June
30, 1997, will be entitled to notice of and to vote at the Annual
Meeting.
Whether or not you plan to attend the meeting in person,
please complete, date, sign, and return promptly the enclosed
proxy. The proxy may be revoked at any time prior to the
exercise thereof, and the giving of the proxy will not affect
your right to attend the Annual Meeting and vote in person.
By order of the Board of Directors.
/s/ Sam Moore
SAM MOORE,
President
Nashville, Tennessee
July 10, 1997
THOMAS NELSON, INC.
501 Nelson Place
P.O. Box 141000
Nashville, Tennessee 37214-1000
---------------------------
PROXY STATEMENT
---------------------------
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Thomas
Nelson, Inc., a Tennessee corporation (the "Company"), to be
voted at the Annual Meeting of Shareholders to be held on August
21, 1997 (the "Annual Meeting"), at the time and place and for
the purposes set forth in the accompanying notice, and at any
adjournment thereof. It is expected that this proxy statement,
the form of proxy and the Company's Annual Report to Shareholders
will be mailed to shareholders on or about July 10, 1997.
Only shareholders of record at the close of business on June
30, 1997 (the "Record Date") , are entitled to notice of and to
vote at the Annual Meeting. On such date, the issued and
outstanding voting securities of the Company consisted of
15,997,870 shares of Common Stock (the "Common Stock") and
1,112,071 shares of Class B Common Stock (the "Class B Common
Stock"). Each share of Common Stock and Class B Common Stock
entitles the holder thereof to one vote and ten votes,
respectively, on each matter presented for action at the Annual
Meeting.
All proxies delivered pursuant to this solicitation may be
revoked at any time prior to the voting thereof by attending the
Annual Meeting and electing to vote in person, by filing with the
Secretary of the Company a written revocation, or duly executing
a proxy bearing a later date. The giving of the proxy will not
affect the right of the shareholder to attend the Annual Meeting
and vote in person. If not revoked, all proxies which are
properly signed and returned to the Company will be voted in
accordance with instructions contained thereon. If no
instructions are given, the persons named in the proxy will vote
the shares represented thereby FOR the approval of the election
as directors of all nominees set forth under PROPOSAL NO. 1.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of the
Record Date with respect to those persons known to the Company to
be the beneficial owners (as defined by the rules of the
Securities and Exchange Commission (the "Commission")) of more
than five percent (5%) of the Common Stock and Class B Common
Stock and with respect to the beneficial ownership of the Common
Stock and Class B Common Stock by all directors and nominees,
each of the executive officers named in the Summary Compensation
Table and all executive officers and directors of the Company as
a group. Except as otherwise specified, the shares indicated are
presently outstanding, and the Company believes the beneficial
owner has sole voting and investment power over the indicated
shares.
<TABLE>
<CAPTION>
Amount of
Amount of Class B
Common Stock Percent Common Stock Percent
Beneficially of Beneficially of
Name of Beneficial Owner Owned#<F1><F2> Class Owned#<F1><F2> Class
- - - ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sam Moore **** <F3>............. 1,667,976 9.7% 596,988 50.7%
S. Joseph Moore **** <F4>...... 258,164 1.5 134,359 11.7
Ariel Capital Management,
Inc. <F5>..................... 2,163,560 12.6 0
Gabelli Funds, Inc. <F6>........ 1,034,463 6.0 0
State of Wisconsin
Investment Board <F7>......... 1,372,800 8.0 0
Brownlee O. Currey, Jr.** <F8>.. 184,754 1.1 4,035 *
W. Lipscomb Davis, Jr.** <F9>.. 13,843 * 2,531 *
Robert J. Niebel, Sr.** <F9>.... 27,054 * 3,692 *
Millard V. Oakley** <F10>....... 353,159 2.1 19,542 1.8
Joe M. Rodgers** <F11>.......... 12,885 * 0
Cal Turner, Jr.** <F8>.......... 14,166 * 0
Andrew J. Young** <F12>......... 6,610 * 0
Joe L. Powers*** <F13>.......... 120,365 * 79,310 7.0
Byron D. Williamson*** <F14>.... 30,185 * 5,039 *
Raymond T. Capp*** <F15>........ 16,417 * 7,500 *
Roland Lundy*** <F16>........... 5,892 * 47 *
All Executive Officers and
Directors as a
group (15 persons) <F17>...... 2,938,394 16.9 944,028 74.4
- - - ------------
* Indicates less than 1%.
** Director.
*** Named Officer.
**** Director and Named Officer.
<FN>
<F1> Pursuant to the rules of the Commission, shares of Common
Stock which certain beneficial owners presently have the
right to acquire pursuant to the conversion provisions of
the Company's 5 3/4% Convertible Subordinated Notes due 1999
(the "Convertible Notes") are deemed outstanding for the
purpose of computing such beneficial owner's percentage
ownership, but are not deemed outstanding for the purpose of
computing the percentage ownership of the other beneficial
owners shown in the table. Likewise, the shares subject to
options held by directors and executive officers of the
Company which are exercisable within 60 days of the Record
Date are all deemed outstanding for the purpose of computing
such director's or executive officer's percentage ownership
and the percentage ownership of all directors and executive
officers as a group, but are not deemed outstanding for the
purpose of computing the percentage ownership of the other
beneficial owners in the table. The share information
assumes further that where such individuals can elect to
receive either Common Stock or Class B Common Stock, an
election is made to receive Common Stock.
<F2> Shares of Class B Common Stock are convertible into an equal
number of shares of Common Stock at the option of the
holder, and, wherever applicable, share information set
forth above with respect to the Common Stock assumes the
conversion of all Class B Common Stock by the holders
thereof for an equivalent number of shares of Common Stock
which may be so acquired by conversion during the 60-day
period commencing on the Record Date.
<F3> Includes 23,438 shares of Class B Common Stock and 41,667
shares of Class B Common Stock issuable upon exercise of
outstanding options under the Company's 1986 Stock Incentive
Plan (the "1986 Plan") and the Company's Amended and
Restated 1992 Stock Incentive Plan (the "Stock Incentive
Plan"), respectively, 565,411 shares of Common Stock held by
four trusts of which Mr. Moore is trustee and sole
beneficiary, and 22,685 shares of Common Stock and 1,614
shares of Class B Common Stock held by the Company's
Employee Stock Ownership Plan (the "ESOP"), as to which Sam
Moore has sole voting power. Sam Moore's spouse owns 34,552
shares of Common Stock and 3,435 shares of Class B Common
Stock. Sam Moore's address is 501 Nelson Place, P.O. Box
141000, Nashville, Tennessee 37214-1000.
<F4> Includes 9,375 shares of Class B Common Stock and 30,000
shares of Class B Common Stock issuable upon exercise of
outstanding options under the 1986 Plan and Stock Incentive
Plan, respectively, 28,250 shares of Common Stock and 37,785
shares of Class B Common Stock held by a trust of which
S. Joseph Moore is a trustee and the sole beneficiary, and
6,854 shares of Common Stock and 91 shares of Class B Common
Stock held by the ESOP, as to which S. Joseph Moore has sole
voting power. S. Joseph Moore's spouse owns 5,625 shares of
Common Stock. S. Joseph Moore's address is 501 Nelson
Place, P.O. Box 141000, Nashville, Tennessee 37214-1000.
<F5> As reflected in the Directors, Officers and 5% Beneficial
Ownership Questionnaire which reports share amounts through
April 30, 1997, by Ariel Capital Management, Inc. The
address of Ariel Capital Management, Inc. is 307 North
Michigan Avenue, Chicago, Illinois 60601.
<F6> As reflected in a Schedule 13D filed with the Commission on
June 10, 1997, by Gabelli Funds, Inc. The address of
Gabelli Funds, Inc. is One Corporate Center, Rye, New York
10580-1434.
<F7> As reflected in a Schedule 13G filed with the Commission on
January 23, 1997, by State of Wisconsin Investment Board.
The address of the State of Wisconsin Investment Board is
121 East Wilson Street, Madison, Wisconsin 53707.
<F8> Includes 3,810 shares of Common Stock and 4,000 shares of
Common Stock issuable upon exercise of outstanding options
under the Company's 1990 Deferred Compensation Plan for
Outside Directors (the "Outside Directors Plan") and the
Stock Incentive Plan, respectively.
<F9> Includes 4,000 shares of Common Stock issuable upon exercise
of outstanding options under the Stock Incentive Plan.
<F10>Includes 3,810 shares of Common Stock and 4,000 shares
of Common Stock issuable upon exercise of outstanding
options under the Outside Directors Plan and the Stock
Incentive Plan, respectively, and 120,000 shares of Common
Stock and 937 shares of Class B Common Stock held by a
grantor trust of which Mr. Oakley is trustee and the sole
beneficiary.
<F11>Includes 3,810 of Common Stock and 4,000 shares of
Common Stock issuable upon exercise of outstanding options
under the Outside Directors Plan and the Stock Incentive
Plan, respectively; the remaining 5,075 shares of Common
Stock are held by a limited partnership of which Mr. Rodgers
is Chairman and his spouse is the general partner and
majority owner.
<F12>Includes 2,610 shares of Common Stock and 4,000 shares
of Common Stock issuable upon exercise of outstanding
options under the Outside Directors Plan and the Stock
Incentive Plan, respectively.
<F13>Includes 7,031 shares of Class B Common Stock and
11,667 shares of Class B Common Stock issuable upon exercise
of outstanding options under the 1986 Plan and the Stock
Incentive Plan, respectively, and 34,625 shares of Common
Stock and 2,123 shares of Class B Common Stock held by the
ESOP, as to which Mr. Powers has sole voting power.
Mr. Powers' address is 501 Nelson Place, P.O. Box 141000,
Nashville, Tennessee 37214-1000.
<F14>Includes shares issuable upon exercise of outstanding
options of 9,375 shares of Common Stock under the 1986 Plan
and 10,000 shares of Common Stock and 5,000 Class B Common
Stock under the Stock Incentive Plan, and 771 shares of
Common Stock and 39 shares of Class B Common Stock held by
the ESOP, as to which Mr. Williamson has sole voting power.
<F15>Includes shares issuable upon exercise of outstanding
options of 6,250 shares of Common Stock under the 1986 Plan
and 2,667 shares of Common Stock and 7,500 shares of Class B
Common Stock under the Stock Incentive Plan, as to which
Mr. Capp has sole voting power.
<F16>Includes 845 shares of Common Stock and 47 shares of
Class B Common Stock held by the ESOP as to which Mr. Lundy
has sole voting power. Mr. Lundy's employment by the
Company terminated, and he no longer served as an executive
officer of the Company, prior to the end of fiscal 1997, as
a result of the sale of the Company's music division.
<F17>Includes an aggregate of 91,284 shares of Common Stock
and 4,325 shares of Class B Common Stock held by the ESOP,
and shares issuable upon exercise of options to purchase
84,788 shares of Common Stock and 156,876 shares of Class B
Common Stock, and excludes 5,845 shares of Common Stock and
47 shares of Class B Common Stock owned by Mr. Lundy.
</TABLE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Amended and Restated Charter of the Company provides
that the Board of Directors shall be divided into three classes
with the classes to be as nearly equal in size as possible. The
current Board of Directors consists of nine members, with the
terms of office of the directors in Class Two expiring at the
Annual Meeting. The incumbent directors whose terms of office
extend beyond this Annual Meeting are as follows:
<TABLE>
<CAPTION>
Annual Meeting
Director at which
Name Class term expires
-----------------------------------------------------
<S> <C> <C>
Sam Moore.................... One 1998
Cal Turner, Jr............... One 1998
Andrew J. Young.............. One 1998
Brownlee O. Currey, Jr....... Three 1999
W. Lipscomb Davis, Jr........ Three 1999
Joe M. Rodgers............... Three 1999
</TABLE>
The Board of Directors has nominated the following persons
for election as directors in Class Two with terms of office of
three years expiring at the Annual Meeting of Shareholders to be
held in 2000:
Robert J. Niebel, Sr.
Millard V. Oakley
S. Joseph Moore
Each of the nominees is currently a member of the Board of
Directors and was previously elected as a director by the
shareholders.
It is intended that proxies received in response to this
solicitation will, unless otherwise specified, be voted in favor
of the election of the above persons as directors of the Company
for the terms set forth above and until their successors are
elected and qualified. In case any of these persons is unable or
declines to serve, it is intended, in the absence of contrary
direction, that the proxies will be voted for the balance of
those named above and for substitute nominees selected by the
Board of Directors. The Board of Directors has no reason to
expect that any of the nominees will not be available for
election at the Annual Meeting, and therefore does not at this
time have any substitute nominees under consideration.
A plurality of the votes cast by the shares entitled to vote
in the election is required to elect a director. Shareholders
have no right to vote cumulatively for directors, but rather each
shareholder may cast one vote for each share of Common Stock and
ten votes for each share of Class B Common Stock held by such
shareholder for each director to be elected. The Board of
Directors recommends a vote FOR all nominees.
The following table contains additional information
concerning the incumbent directors who will remain in office and
the director nominees. Except as indicated below, each director
and nominee has been an employee of the firm(s) listed below as
his principal occupation for more than the past five years.
<TABLE>
<CAPTION>
Director
Name Principal Occupation Age Since
- - - --------------------------------------------------------------------------
<S> <C> <C> <C>
Brownlee O. Currey, Jr. Chairman of the Board of 68 1984
(C, N & A) The Nashville Banner
Publishing Co.
W. Lipscomb Davis, Jr. Partner of Hillsboro 65 1984
(A &C) Enterprises; Director
of SunTrust Bank,
Nashville, N.A.,
American General
Corporation, and
Genesco, Inc.
Sam Moore Chairman of the Board, Chief 67 1961
(E & N) Executive Officer, and
President of the Company.
S. Joseph Moore Executive Vice President 34 1995
(E) of the Company and
President of Thomas
Nelson Gift Division.
Previously served as
Divisional Vice President
of the Company in various
capacities since 1991.
S. Joseph Moore is the
son of Sam Moore.
Robert J. Niebel, Sr. Senior Vice President of 58 1973
(E & A) 21st Century Christian, Inc.
Millard V. Oakley Businessman managing private 67 1972
(C & N) investments.
Joe M. Rodgers Chairman of The JMR Group; 63 1992
(E) Director of AMR/American
Airlines, Inc., Gaylord
Entertainment Company,
Gryphon Holdings, Inc.,
Lafarge Corp., SunTrust
Bank, Nashville, N.A.,
Tractor Supply Co., and
Willis Corroon plc. Mr.
Rodgers previously was
the Chairman and Chief
Executive Officer of
Berlitz International
from December 1991 until
February 1993.
Cal Turner, Jr. Chairman, President and Chief 57 1991
(E) Executive Officer of Dollar
General Corp.; Director of
First American Corporation
and Shoney's, Inc.
Andrew J. Young Vice Chairman of Law Companies 58 1993
(E) Group; Co-Chairman of
GoodWorks International;
Director of Delta Airlines,
Inc. and Host Marriott
Corporation. Previously
served as Co-Chairman of
Atlanta Committee for
Olympic Games as well as
Mayor of Atlanta, Georgia
from 1980 to 1990.
- - - -----------------
Member of Executive (E), Compensation (C), Nominating (N), Audit
(A) Committee
</TABLE>
Nominations
In accordance with the Company's Amended Bylaws (the
"Amended Bylaws"), nominations of the persons for election to the
Board of Directors may be made at a meeting of shareholders by or
at the direction of the Board of Directors, by any nominating
committee or by any shareholder of the Company entitled to vote
for the election of directors at such meeting who complies with
the notice procedures set forth in the Amended Bylaws. To be
timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Company not
less than 60 days nor more than 90 days prior to the meeting of
shareholders; provided, however, that in the event that less than
70 days' notice or prior public disclosure of the date of such
meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the
close of business on the 10th day following the date on which
such notice of the day of the meeting was mailed or such public
disclosure was made. The Amended Bylaws require that the notice
contain certain information with respect to the proposed nominee
and as to the shareholder giving the notice. The Company will
furnish on request to any shareholder a copy of the relevant
section of the Amended Bylaws.
Board and Committee Meetings
The Board of Directors has four standing committees--the
Executive Committee, the Compensation Committee, the Audit
Committee, and the Nominating Committee. The Executive Committee
has all powers and authority vested in the Board of Directors,
except the power to declare dividends or other corporate
distributions or to remove members of the Board of Directors, but
including the power to amend or repeal bylaws, to submit to
shareholders matters that require shareholders' approval, and to
fill vacancies on the Board of Directors or any committee of the
Board of Directors. The Compensation Committee reviews and
approves management compensation and administers the Company's
retirement and incentive plans. The Nominating Committee
recommends to the Board of Directors nominees for election to the
Board of Directors. The Nominating Committee will consider
nominees recommended by the holders of the Common Stock and
Class B Common Stock provided such proposed nominees are
submitted to the Company in the manner and within the time limit
for shareholder proposals as set forth in the immediately
preceding paragraph. The Audit Committee recommends to the Board
of Directors the appointment of the independent auditors and
reviews with the auditors' representatives the scope of their
examination, their fees, the results of their examination, and
any problems identified by the independent auditors regarding
internal controls, together with their recommendations.
During the last fiscal year, the Board of Directors held
five meetings. The Compensation Committee held one meeting, the
Nominating Committee held one meeting and the Audit Committee
held seven meetings. The Executive Committee held no meetings
during the fiscal year. Each of the incumbent directors attended
at least 75% of the aggregate of all Board of Director meetings
and meetings of committees on which he served during the last
fiscal year, except Mr. Turner.
EXECUTIVE COMPENSATION
The following table provides information as to annual,
long-term and other compensation during fiscal years 1997, 1996
and 1995 for the Company's Chief Executive Officer and the
persons who, in fiscal 1997, were the other five most highly
compensated executive officers of the Company (collectively, the
"Named Officers"):
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation Awards
-----------------
Secur-
Annual Compensation ities
----------------------------------- Under
Other Re- lying All
Name and Annual stricted Options/ Other
Principal Bonus Compensa- Stock SARs Compensa-
Position Year Salary ($) ($)<F3> tion ($) ($)<F1> (#)<F2> tion ($)
- - - -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sam Moore....1997 $325,000 $415,000 $169,635<F4> 0 30,000 $4,817<F5>
President 1996 316,666 0 148,038 0 160,000 7,018
and Chief 1995 275,000 175,000 163,932 246,875 31,250 9,160
Executive
Officer
S. Joseph
Moore.......1997 250,000 176,000 0 0 20,000 5,289<F6>
Executive 1996 227,035 0 0 0 110,000 6,762
Vice 1995 153,847 130,000 0 74,063 12,500 7,039
President
Joe L.
Powers......1997 190,000 242,000 0 0 10,000 4,859<F7>
Executive 1996 180,040 0 0 0 55,000 7,018
Vice 1995 169,234 80,000 0 98,750 9,375 7,764
President
and Secretary
Byron D.
Williamson.1997 200,000 128,500 92,786<F8> 0 10,000 5,029<F9>
Presi- 1996 187,893 0 9,701 0 55,000 5,263
dent, 1995 167,275 99,000 0 98,750 12,500 5,383
NelsonWord
Publishing
Division
Raymond T.
Capp.......1997 150,000 124,000 0 0 15,000 0
Senior 1996 150,000 37,000 0 0 0 0
Vice 1995 19,038<F10> 25,000 0 0 0 0
President,
Operations
Roland
Lundy......1997 166,794<F11> 336,000 0 0 10,000 4,504<F12>
Presi- 1996 202,605 0 0 0 55,000 7,018
dent 1995 184,201 127,000 0 98,750 12,500 8,148
Word
Records
& Music
Division <F13>
<FN>
<F1> The amounts indicated in this column represent the dollar
value of restricted stock grants earned by the Named
Officers under the Stock Incentive Plan. These restricted
stock awards were granted contingently to Sam Moore in the
amount of 25,000 shares and to each of S. Joseph Moore, Joe
L. Powers, Byron D. Williamson and Roland Lundy in the
amount of 10,000 shares and could be earned proportionally
over fiscal 1995 and fiscal 1996 based on the achievement of
pre-established margin contribution objectives of certain
divisions of the Company and/or pre-tax income targets of
the Company for each such year. Shares earned pursuant to
these restricted stock awards are contingent upon the
continued employment of the Named Officer for a period of
two fiscal years after the date such shares are earned. The
established performance goals for fiscal 1996 were not
achieved and, therefore, none of the available 32,500 shares
were awarded to the Named Officers. As a result of
achieving the performance goals established for fiscal 1995,
the number of shares earned by each of the Named Officers
includes 12,500 shares to Sam Moore, 3,750 shares to
S. Joseph Moore and 5,000 to shares to each of Joe
L. Powers, Byron D. Williamson and Roland Lundy. In
accordance with rules promulgated by the Commission, the
dollar value reflected above was calculated by multiplying
the closing market price of the Common Stock on the date of
grant by the number of restricted shares awarded. No
restricted stock awards were granted for fiscal 1997.
<F2> Represents the number of stock options granted (i) under the
Company's Stock Incentive Plan for fiscal 1997 and 1996 and
(ii) under the Company's 1986 Plan for fiscal 1995.
<F3> Does not include amounts attributable to a special bonus in
recognition of performance in connection with the sale of
the Company's music division in fiscal 1997, which will be
earned and become payable in June 1998 to each of Sam Moore,
S. Joseph Moore, Joe L. Powers and Byron D. Williamson if
the executive is employed by the Company at such time, in
the respective amounts of $225,000, $75,000, $150,000 and
$62,500.
<F4> Represents amounts paid (net of taxes) to Sam Moore to
enable him to pay the after income tax cost of the premiums
on life insurance maintained on the joint lives of Sam Moore
and his wife. Such payments are contemplated by an
agreement between Sam Moore and the Company, dated May 17,
1991. See "Employment and Termination Agreements."
<F5> Includes $3,000 contributed to the ESOP and $1,817
contributed to the Company's 401(k) Plan by the Company on
behalf of Sam Moore.
<F6> Includes $3,000 contributed to the ESOP and $2,289
contributed to the Company's 401(k) Plan by the Company on
behalf of S. Joseph Moore.
<F7> Includes $3,000 contributed to the ESOP and $1,859
contributed to the Company's 401(k) Plan by the Company on
behalf of Mr. Powers.
<F8> Represents moving expenses paid by the Company on behalf of
the Named Officer.
<F9> Includes $3,000 contributed to the ESOP and $2,029
contributed to the Company's 401(k) Plan by the Company on
behalf of Mr. Williamson.
<F10>Includes compensation from February 1, 1995, the
commencement date of employment with the Company.
<F11>Includes compensation through January 2, 1997, the date
Mr. Lundy ceased to be employed by the Company.
<F12>Includes $3,000 contributed to the ESOP and $1,504
contributed to the Company's 401(k) Plan by the Company on
behalf of Mr. Lundy.
<F13>Mr. Lundy ceased to serve as an executive officer of
the Company prior to the end of fiscal 1997, as a result of
the sale of the music division.
</TABLE>
Option/SAR Grants in Last Fiscal Year
This table provides information as to options granted to the
Named Officers during fiscal year 1997.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------
Percent of
Total Potential Realizable
Number of Options/SARs Value at Assumed
Securities Granted Annual Rates of Stock
Underlying to Exercise Price Appreciation
Option/SARs Employees or Base Expir- For Option Term <F3>
Granted in Fiscal Price ation -------------------
Name (#)<F1> Year<F2> ($/Sh)<F3> Date 5%($) 10%($)
- - - --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sam Moore......30,000 11.8% $16.910 5/22/06 $319,038 $808,506
S. Joseph
Moore........20,000 7.9 16.910 5/22/06 212,692 539,004
Joe L. Powers..10,000 3.9 16.910 5/22/06 106,346 269,502
Byron D.
Williamson...10,000 3.9 16.910 5/22/06 106,346 269,502
Raymond T.
Capp.........15,000 5.9 16.910 5/22/06 159,519 404,253
Roland Lundy...10,000 3.9 16.910 N/A<F4> 106,346 269,502
<FN>
<F1> Options to purchase at the election of the optionee shares
of either Common Stock or Class B Common Stock granted on
May 22, 1996, pursuant to the Stock Incentive Plan. These
options vest in two equal annual installments of 50% each
beginning on the first anniversary of the date of grant and
provided that the closing sales price of the Common Stock is
$18.00 per share or greater.
<F2> Computation of percentages excluded grants to employees
whose employment terminated upon the sale of the music
division.
<F3> Assumes exercise of option to purchase shares of Class B
Common Stock.
<F4> Options granted to Mr. Lundy during fiscal 1997 were
cancelled prior to the Record Date, as a result of the
termination of his employment upon the sale of the Company's
music division.
</TABLE>
Fiscal Year-End Option Values
The following table provides information as to the aggregate
number of shares of Common Stock and Class B Common Stock covered
by both exercisable and unexercisable stock options as of
March 31, 1997, and the values for the "in-the-money" options,
which represent the positive spread between the exercise price of
any such existing stock options and the year-end price of the
Common Stock or Class B Common Stock. No options were exercised
by the Named Officers during the fiscal year ended March 31,
1997.
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Unexercised Value of Unexercised
Option/SARs Options/SARs
at Fiscal at Fiscal
Year-End (#) Year-End($)<F1>
----------------------------------------------
Exer- Unexer- Exer- Unexer-
Name cisable cisable cisable cisable
- - - -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sam Moore.............. 28,958 192,293 $49,924 $108,874
S. Joseph Moore........ 16,250 126,250 27,969 152,969
Joe L. Powers.......... 8,020 41,355 20,977 40,627
Byron D. Williamson.... 11,250 66,250 -- 19,650
Raymond T. Capp........ 7,583 28,917 -- 29,475
Roland Lundy <F2>...... 0 0 -- --
<FN>
<F1> Certain outstanding options are exercisable into either
Common Stock or Class B Common Stock and, where appropriate,
the value of unexercised options reflects gains based on the
closing price of the Class B Common Stock, because only
options to purchase Class B Common Stock were "in-the-money"
at fiscal year end. On March 31, 1997, the closing price of
the Class B Common Stock and Common Stock on the New York
Stock Exchange was $18.875 and $10.50, respectively.
<F2> Options granted to Mr. Lundy during fiscal 1997 were
cancelled prior to the Record Date, as a result of the
termination of his employment upon the sale of the Company's
music division.
</TABLE>
Directors Compensation
Directors not otherwise employed by the Company receive
$1,200 per month plus $1,000 for attending, in person, each
meeting of the Board of Directors or any committee, when such
committee meetings are separately called and held. Directors
attending such meetings by means of a telephone conference call
receive $500 for each meeting. Board members who are employed as
officers by the Company receive no extra compensation for their
services as directors or committee members. All directors are
reimbursed by the Company for expenses incurred by them in
connection with their service on the Board of Directors and
committees.
The Company has adopted the 1997 Deferred Compensation Plan
for Non-Employee Directors (the "Non-Employee Directors Plan").
Pursuant to the Non-Employee Directors Plan, beginning in
September 1998 directors who are not employed as officers of the
Company may file with the Company an irrevocable election to
defer payment of not less than fifty percent (50%) of the
retainer fees to be earned during each fiscal year. Deferred
amounts are invested in an account reflected in Company stock
equivalent units, the number of which is computed by dividing the
amount of the deferred retainer fees by the fair market value of
the Company's shares on the date of deferral. Directors may
elect the form and timing of payments of deferred amounts (and
any earnings reflecting dividends thereon), to be paid in cash
from the Company in a lump sum or installment payments after such
director's sixty-fifth or seventieth birthday, based on the
number of stock equivalent units in such director's account and
the fair market value of the Company's shares on the first
business day of the year in which payments are made. In
addition, pursuant to the Stock Incentive Plan, each outside
director receives a non-qualified stock option to purchase 2,000
shares of Common Stock on the date of each annual meeting of
shareholders with an exercise price equal to the fair market
value of the Common Stock on such date. The shares subject to
such options vest on the first anniversary of the date of grant
and are exercisable for a period of ten years.
Employment and Termination Agreements
The Company has multi-year employment agreements with each
Named Officer that provide for an annual base salary, the
opportunity to receive incentive and bonus compensation, fringe
benefits and life insurance. The employment agreement of each of
Sam Moore, S. Joseph Moore and Joe Powers contain certain
provisions that entitle them to receive certain payments in the
event of a change in control of the Company that results in the
termination of their employment with the Company, including a
severance payment. Sam Moore's severance payment is equal to
2.99 times his then current base salary, and each of S. Joseph
Moore's and Joe Powers' severance payment is equal to 2 times
their respective then current base salaries.
The Company also has an agreement with Sam Moore which
provides that upon termination of employment for any reason other
than as defined in the agreement, Mr. Moore will receive
severance compensation equal to an amount necessary to fund
certain insurance survivorship policies until a net death benefit
of $10,000,000 is attained, or December 31, 2006, whichever is
earlier. The policy proceeds will be paid to a trust established
for the benefit of Mr. Moore's family.
Compensation Committee Report
Decisions concerning the compensation of the Company's
executives are made by the Compensation Committee of the Board of
Directors. Each member of the Compensation Committee is a
non-employee director. The Compensation Committee is responsible
for reviewing and setting the compensation of the Company's
senior executives and for establishing general executive
compensation policies for the Company.
Compensation Philosophy and Policies for All Executive Officers
The Compensation Committee believes that the primary
objectives of the Company's executive compensation policy should
be:
- to attract and retain talented executives by providing a
compensation program that is competitive with the compensation
provided to executives at companies of comparable size and
position in the publishing and media business, while maintaining
compensation within levels that are consistent with the Company's
business plan, financial objectives and operating performance;
- to provide appropriate incentives for executives to work
towards the achievement of the Company's annual performance
targets established in the Company's business plan; and
- to more closely align the interests of its executives with
those of shareholders by providing long-term incentive
compensation in the form of stock awards and options or other
equity-based, long-term incentive compensation.
The Compensation Committee believes that the Company's
executive compensation policies should be reviewed during the
first quarter of the fiscal year when the financial results of
the prior fiscal year become available. The policies should be
reviewed in light of their consistency with the Company's
financial performance, its business plan and its position within
the publishing and media industry, as well as the compensation
policies of similar companies in the publishing and media
business. The compensation of individual executives should then
be reviewed annually by the Compensation Committee in light of
its executive compensation policies for that year.
In setting and reviewing compensation for the executive
officers, the Compensation Committee considers a number of
different factors designed to assure that compensation levels are
properly aligned with the Company's business strategy, corporate
culture and operating performance. Among the factors considered
are the following:
- Comparability--The Compensation Committee considers the
compensation packages of similarly situated executives at
companies deemed to be most comparable to the Company. The
objective is to maintain competitiveness in the marketplace in
order to attract and retain the highest quality executives. This
is a principal factor in setting base levels of compensation.
- Pay for Performance--The Compensation Committee believes
that compensation should be in part directly linked to operating
performance. To achieve this link with regard to short-term
performance, the Compensation Committee has relied on cash
bonuses which have been determined on the basis of certain
objective and subjective factors after receiving the
recommendations of senior management.
- Equity Ownership--The Compensation Committee believes that
an integral part of the executive compensation program at the
Company is equity-based compensation plans which encourage and
create ownership of the Company's stock by its executives,
thereby aligning executives' long-term interests with those of
the shareholders. These long-term incentive programs are
principally reflected in the Company's stock-based incentive
plans. The Compensation Committee believes that significant
stock ownership is a major incentive in building shareholder
value and reviews awards of equity-based incentives with that
goal in mind.
- Qualitative Factors--The Compensation Committee believes
that in addition to corporate performance and specific division
performance, it is appropriate to consider in setting and
reviewing executive compensation the personal contributions that
a particular individual may make to the success of the corporate
enterprise. Such qualitative factors as leadership skills,
planning initiatives, development skills, public affairs and
civic involvement have been deemed to be important qualitative
factors to take into account in considering levels of
compensation.
The Company has significantly changed its product lines and
distribution channels in recent years through internal expansion,
as well as through acquisitions, resulting in an increase in net
revenue from $116.7 million in fiscal 1993 to $243.4 million in
fiscal 1997. As a result of this growth and in connection with
the annual review of the Company's executive compensation
policies, the Compensation Committee deemed it appropriate to
engage a compensation consulting firm (the "Consultant") to
assist the Compensation Committee in its review and to make
recommendations to address the Company's compensation
arrangements for the Company's senior executive officers for
fiscal 1997. The peer group which the Compensation Committee
utilized for purposes of evaluating compensation for executive
officers, and which the Consultant reviewed with the Compensation
Committee, consists of publishing and media companies which are
similar to the Company in size. The companies in the Company's
peer group are reflected in the Performance Graph included in
this Proxy Statement (the "Peer Group Index") and were used for
purposes of reviewing compensation policies for executive
officers for fiscal 1997.
Compensation of Executive Officers
The Compensation Committee believes that the compensation
for each of its executive officers should consist of a base
salary, the potential for an annual cash bonus and equity-based
long-term incentive compensation. The Compensation Committee has
applied the policies described herein to fiscal 1997 compensation
for executive officers, including the Named Officers.
Base Compensation. In determining whether an increase in
base compensation for its executive officers was appropriate for
fiscal 1997, the Compensation Committee reviewed salary ranges
recommended by the Consultant and sought the advice of the Chief
Executive Officer. The Compensation Committee subjectively
determined base compensation on the basis of discussions with the
Chief Executive Officer, a review of the base compensation of
executive officers of comparable companies, the advice of the
Consultant, its experience with the Company and in business
generally, and what it viewed to be appropriate levels of base
compensation after taking into consideration the contributions of
each executive officer and the performance of the Company. As a
result of this review and in light of the Company's performance
in fiscal 1996, no increases in the base salaries for the Named
Officers for fiscal 1997 were made. Base salaries for the Named
Officers for fiscal 1997 were determined to be at approximately
the 50th percentile of the base compensation of executives with
similar responsibilities at comparable companies. The
Compensation Committee did not assign any relative weight to the
quantitative and qualitative factors which were applied
subjectively in reaching its base compensation decisions.
Annual Incentive and Bonus Compensation. For fiscal 1997,
the Compensation Committee established performance goals for
awarding cash incentive payments, including targeted pre-tax
profits for the Company, improvements in the Company's return on
assets ratio and, for certain Named Officers, pre-determined
margin contributions for specific divisions of the Company. The
amount of any potential award varied with each executive officer.
Based on satisfying their performance goals, the Named Officers
earned annual incentive payments aggregating $573,000 for fiscal
1997. In addition, as a result of the sale of the Company's
music division and the profit realized by the Company as a result
of the sale, the Compensation Committee determined that it was
appropriate to consider the payment of a special bonus to the
Named Officers who contributed to the profit realized by the
Company from the sale of the music division. After discussion
with and receipt of recommendations from the Consultant, the
Compensation Committee subjectively determined to declare a bonus
to certain executives, including the Named Officers, in
recognition of the contributions provided by such persons in
connection with the realization of the net profit derived from
the sale of the assets of the Company's music division in fiscal
1997. Half of each executive's bonus amount will be paid during
fiscal 1998, with the remaining half to be deemed earned and
payable in the first quarter of fiscal 1999 if such person is
employed by the Company at that time. The aggregate amount of
such bonus to be paid in fiscal 1998 to the Named Officers is
$512,500.
Long-Term Incentive Compensation. The Compensation
Committee believes the Company should make it a part of its
regular executive compensation policies to grant annual awards of
long-term, equity-based incentives to executive officers and
other key employees as part of the compensation package that is
reviewed annually for each executive officer. In making these
awards, the Compensation Committee establishes guidelines at the
time of the annual review and takes into account the
recommendations of the Chief Executive Officer prior to approving
annual awards of long-term, equity-based incentive compensation
to the other executive officers.
As part of the Compensation Committee's annual review of the
Company's executive compensation policies for fiscal 1997 and
based upon the recommendations of the Consultant, the
Compensation Committee determined to grant stock options with an
exercise price based on the fair market value of the Common Stock
on the date of grant as long-term, equity-based incentive
compensation to the Company's management team. Accordingly,
during fiscal 1997, the Compensation Committee considered, with
the assistance of the Consultant, the amount of stock option
holdings by its senior executives in relation to the holdings by
senior executives of comparable companies. As a result of this
analysis, the Compensation committee granted to the Named
Officers stock option awards ("Annual Options") to purchase an
aggregate of 95,000 shares of Common Stock or Class B Common
Stock. The Annual Options vest and become exercisable in all
events on the ninth anniversary of the date of grant, but until
such date, shall vest and become exercisable only after the date
on which the closing sales price of the Common Stock as reported
on the New York Stock Exchange is $18.00 or greater, and at a
rate of 50% annually over a two-year period beginning on the
first anniversary of the date of grant. The Annual Options are
non-qualified options and were granted under the Stock Incentive
Plan. See "Option/SAR Grants in Last Fiscal Year." The size of
the option grant to each Named Officer was determined by the
Compensation Committee based upon an analysis of comparable
companies, recommendations of the Chief Executive Officer, a
subjective assessment of such Named Officer's performance and his
respective level in the organization.
Chief Executive Officer Compensation. The Compensation
Committee reviewed the performance of the Company and of
Sam Moore as its Chairman, Chief Executive Officer and President
in determining his compensation for the 1997 fiscal year. The
Compensation Committee took into account the Company's financial
performance compared to companies included in the Peer Group
Index, the base compensation of Mr. Moore relative to the chief
executive officers of comparable companies, the advice of the
Consultant and the longevity of Mr. Moore's service to the
Company. In light of these considerations, the Compensation
Committee determined that his base compensation for fiscal 1997
should remain at $325,000. In reaching this decision, the
Compensation Committee also took into account that as part of
Mr. Moore's compensation the Company paid him an additional
$169,365 to enable him to pay the after income tax cost of
premiums for life insurance maintained on the joint lives of
Mr. Moore and his wife. This payment was made pursuant to a
previously executed agreement and is conditioned upon Mr. Moore
maintaining in excess of 3,000,000 votes of Common Stock and
Class B Common Stock at all times. See "Employment and
Termination Agreements." The life insurance is designed to ensure
sufficient liquidity for Mr. Moore's estate so that the estate
would not be forced to sell its significant stock position in the
Company to fund its estate tax liability, thus providing
stability in the market for the Company's securities.
Mr. Moore was eligible to receive a cash incentive payment
if the Company achieved certain targeted pre-tax profits and
improved its return on assets ratio as set by the Compensation
Committee. Based on such criteria, Mr. Moore received a cash
incentive payment award for fiscal 1997 in the amount of
$190,000. In addition, in connection with the special bonus
determined by the Compensation Committee to be paid to the Named
Officers in connection with the sale of the music division in
fiscal 1997, Mr. Moore will receive a special bonus in the amount
of $225,000 to be paid in fiscal 1998, and will receive an
additional $225,000 bonus to be earned and payable in the first
quarter of fiscal 1999 if he is employed by the Company at such
time.
The Compensation Committee also believed that it was
important for Mr. Moore to continue to be awarded from time to
time long-term, equity-based incentive compensation. During
fiscal 1997, the Compensation Committee granted Mr. Moore an
Annual Option to purchase 30,000 shares of either Common Stock or
Class B Common Stock. See "Option/SAR Grants in Last Fiscal
Year." The size of the stock option grant to Mr. Moore was
determined by the Compensation Committee based upon a subjective
assessment of Mr. Moore's historic and prospective contributions
to the Company. It is the subjective opinion of the Compensation
Committee, based upon the advice of the Consultant, that even
though Mr. Moore already owned a significant amount of the equity
of the Company, the grant of stock options as long-term,
equity-based incentive compensation would provide Mr. Moore with
a further incentive to build shareholder value for the benefit of
all shareholders.
Federal Income Tax Deductibility Limitations.
Section 162(m) of the Internal Revenue Code of 1986, enacted as
part of the Omnibus Budget Reconciliation Act in 1993 ("OBRA"),
generally disallows a tax deduction to public companies for
compensation over $1,000,000 paid to the Company's Chief
Executive Officer and four other most highly compensated
executive officers. Compensation paid to these officers in
excess of $1,000,000 that is not performance-based cannot be
claimed by the Company as a tax deduction.
The Compensation Committee believes it is appropriate to
take into account the $1,000,000 limit on the deductibility of
executive compensation and to seek to qualify executive
compensation awards as performance-based compensation excluded
from the $1,000,000 limit. Stock options and other equity-based
incentives granted under the Company's stock incentive plans
qualify as performance-based compensation. None of the executive
officers received compensation in fiscal 1997 that would exceed
the $1,000,000 limit on deductibility. The Compensation
Committee has not determined whether it will approve any
compensation arrangements that will cause the $1,000,000 limit to
be exceeded in the future.
July 10, 1997 Millard V. Oakley, Chairman
Brownlee O. Currey, Jr.
W. Lipscomb Davis, Jr.
Performance Graph
The following graph compares the five-year cumulative
returns of $100 invested on March 31, 1992 in (i) the Common
Stock, (ii) the Class B Common Stock, (iii) Standard & Poor's
MidCap 400 Index (the "S&P Index"), and (iv) the Peer Group
Index, assuming the reinvestment of all dividends. The returns
on the common stock of each member of the Peer Group Index have
been weighted to reflect relative stock market capitalization.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Thomas Nelson, Inc. Common Stock,
Thomas Nelson, Inc. Class B Common Stock,
the S&P MidCap 400 Index,
and the Peer Group Index<F1>
<CAPTION>
1992 1993 1994 1995 1996 1997
------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas Nelson, Inc.--Common
Stock (TNM).................. $ 100 $ 121 $ 151 $ 192 $ 147 $ 104
Thomas Nelson, Inc.--Class B
Common Stock (TNM.B)......... 100 117 168 182 169 186
Peer Group Index................ 100 124 140 148 157 144
S&P MIDCAP 400 Index............ 100 116 123 134 172 190
<FN>
- - - -------------
<F1> The Peer Group Index is comprised of the following 18
publicly traded publishing and media companies:
American Greetings Corp. King World Productions, Inc.
BET Holdings, Inc. Marvel Entertainment Group, Inc.
Courier Corp. Meredith Corp.
Day Runner, Inc. Plenum Publishing Corp.
Gaylord Entertainment Co. Scholastic Corp.
Houghton Mifflin Co. Value Line, Inc.
Integrity Music, Inc. Waverly, Inc.
International Family Enter John Wiley & Sons, Inc.
tainment, Inc. Golden Books Family
Jostens, Inc. Entertainment, Inc.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers, directors and
persons who own more than 10% of a registered class of the
company's equity securities, to file reports of ownership and
changes in ownership with the Commission. Executive officers,
directors and greater than 10% beneficial owners are required by
regulations of the Commission to furnish the Company with copies
of all Section 16(a) reports so filed.
Based solely upon a review of the Forms 3, 4 and 5 and
amendments thereto, and certain written representations furnished
to the Company, the Company believes that, during the fiscal year
ended March 31, 1997, its executive officers, directors and
greater than 10% beneficial owners complied with all applicable
filing requirements, except that one report covering two
transactions was filed late by Mr. Oakley.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended
March 31, 1997, were examined by Arthur Andersen LLP, independent
certified public accountants. Representatives of Arthur
Andersen LLP are expected to be present at the Annual Meeting.
Such representatives will have the opportunity to make a
statement if they desire to do so, and will be available to
respond to appropriate questions.
In keeping with its past practice, the Board of Directors
does not intend to select independent auditors for the year
ending March 31, 1998 until after the Annual Meeting.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS TO BE
PRESENTED AT 1998 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals intended to be presented at the Annual
Meeting of Shareholders to be held in 1998 must be received in
writing by the Company at its executive offices at 501 Nelson
Place, Nashville, Tennessee 37214-1000, not later than March 10,
1998, in order to be included in the Company's proxy statement
and proxy for that meeting.
METHOD OF COUNTING VOTES
Pursuant to rules promulgated by the Commission, boxes and a
designated blank space are provided on the proxy card for
shareholders to mark if they wish to vote "for," "against" or
"withhold authority" (or abstain) to vote for one or more of the
director nominees, and to vote "for," "against" or "abstain" from
voting on any other matters submitted to the shareholders. Under
applicable securities laws, Tennessee law and the Company's
charter and bylaws, an abstention or withholding of authority to
vote will have no effect on the outcome of the election of
directors, as such election is determined by the number of votes
cast. Shares represented at the Annual Meeting by proxies
containing instructions to "withhold authority" or abstain will
nonetheless be counted as present for purposes of determining
whether a quorum exists at the Annual Meeting.
A broker non-vote occurs when a broker holding shares
registered in a street name is permitted to vote, in the broker's
discretion, on routine matters without receiving instructions
from the client, but is not permitted to vote without
instructions on non-routine matters, and the broker returns a
proxy card with no vote (the "non-vote") on the non-routine
matter. Under Tennessee law and the Company's charter and
bylaws, broker non-votes will have no impact on any of the
matters to be submitted to the shareholders, but shares
represented by a proxy card marked with a non-vote would be
counted as present for purposes of determining the existence of a
quorum. Under New York Stock Exchange rules, the election of
directors is a matter on which a broker has the discretion to
vote if instructions are not received from the client at least
10 days prior to the Annual Meeting, but brokers may not have the
discretion to vote on any other proposal in the absence of
instructions from their clients.
MISCELLANEOUS
The cost of this solicitation of proxies will be borne by
the Company. It is anticipated that the solicitation will be
made primarily by mail, but regular employees or representatives
of the Company may, without additional compensation, also solicit
proxies by telephone, telegram, or personal interview and arrange
for brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy material to their
principals at the Company's expense.
The Board of Directors is not aware of any business other
than that described in this Proxy Statement to be presented for
action at the Annual Meeting, but the persons named in the proxy
intend to vote or act with respect to any other proposal that may
be properly brought before the Annual Meeting in accordance with
their judgment.
The Annual Report to Shareholders for the year ended
March 31, 1997, is being mailed to all shareholders entitled to
vote at the Annual Meeting. Additional information is contained
in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997, filed with the Commission. The Company
will furnish without charge to any shareholder a copy of its
complete Annual Report on Form 10-K, including the financial
statements and schedules thereto, upon written request to Joe
L. Powers, Executive Vice President and Secretary, Thomas Nelson,
Inc., P.O. Box 141000, Nashville, Tennessee 37214-1000.
By order of the Board of Directors.
THOMAS NELSON, INC.
By Sam Moore, President
July 10, 1997
APPENDIX A
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THOMAS NELSON, INC.
501 Nelson Place
Nashville, TN 37214-1000
The undersigned hereby appoints SAM MOORE and JOE L. POWERS, or
either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote,
as designated below, all the shares of Common Stock and Class B
Common Stock of Thomas Nelson, Inc. held of record by the
undersigned on June 30, 1997, at the Annual Meeting of
Shareholders to be held at the Loews Vanderbilt Plaza, 2100 West
End Avenue, Nashville, Tennessee 37203 on Thursday, August 21,
1997, at 11:00 a.m., local time, or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY (Abstain)
below (except as to vote for all nominees
marked to the contrary listed below:
below):
Robert J. Niebel, Sr. Robert J. Niebel, Sr.
Millard V. Oakley Millard V. Oakley
S. Joseph Moore S. Joseph Moore
[ ] AGAINST all nominees
listed below:
Robert J. Niebel, Sr.
Millard V. Oakley
S. Joseph Moore
INSTRUCTION: To vote FOR, AGAINST or to WITHHOLD AUTHORITY
(Abstain) to vote for any individual nominee, write that
nominee's name on the space provided below and indicate whether
your vote is FOR, AGAINST or to WITHHOLD AUTHORITY (Abstain) to
vote for that nominee.
- - - -----------------------------------------------------------------
- - - -----------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the election as directors
of all the nominees named above.
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as
name appears below. When
shares are held by joint
tenants, both should
sign. When signing as
attorney, executor,
administrator, trustee,
or guardian, please give
full title as such. If a
corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized persons.
-------------------------
Signature
-------------------------
Signature
DATED: , 1997
------------
</TABLE>
