<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>
Publishers Equipment Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(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:
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(4) Date Filed:
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<PAGE> 2
PUBLISHERS EQUIPMENT CORPORATION
16660 DALLAS PARKWAY, SUITE 1100
DALLAS, TEXAS 75248
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1999
As a shareholder of Publishers Equipment Corporation (the "Company"), you are
hereby given notice of and invited to attend in person or by proxy the Annual
Meeting of Shareholders of the Company to be held at Publishers Equipment
Corporation, Corporate Headquarters, 16660 Dallas Parkway, Suite 1100, Dallas,
Texas, on Friday, June 18, 1999 at 3:00 p.m. for the following purposes:
1. The election of six directors for a one-year term.
2. To transact such other business as may properly come before the meeting
and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on May 3, 1999, as the
record date ("Record Date") for the determination of shareholders entitled to
notice of and to vote at such meeting and any adjournment(s) thereof. Only
shareholders of record at the close of business on the Record Date are entitled
to notice of and to vote at such meeting. The transfer books will not be
closed.
You are cordially invited to attend the meeting. HOWEVER, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, MANAGEMENT DESIRES TO HAVE THE MAXIMUM
REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU DATE, EXECUTE
AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH
NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A proxy may
be revoked by a shareholder by notifying the Secretary of the Company in
writing at any time prior to its use.
By order of the Board of Directors
Evans Kostas
Chairman of the Board,
President and Chief Executive Officer
Dallas, Texas
May 12, 1999
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE ENCLOSED
PROXY CARD IN THE ENVELOPE PROVIDED.
<PAGE> 3
PUBLISHERS EQUIPMENT CORPORATION
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1999
TO OUR SHAREHOLDERS:
This Proxy Statement is furnished to shareholders of Publishers Equipment
Corporation (the "Company") for use at the Annual Meeting of Shareholders on
June 18, 1999, or at any adjournment or adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. The
enclosed proxy is solicited on behalf of the Board of Directors of the Company
and is subject to revocation at any time prior to the voting of the proxy (as
provided herein). Unless a contrary choice is indicated, all duly executed
proxies received by the Company will be voted in accordance with the
instructions set forth on the front side of the proxy card. The record of
shareholders entitled to vote at the Annual Meeting was taken at the close of
business on May 3, 1999. The approximate date on which this Proxy Statement and
the enclosed proxy are first being sent to shareholders is May 12, 1999. The
principal executive offices of the Company are located at 16660 Dallas Parkway,
Suite 1100, Dallas, Texas 75248.
PROPOSAL ONE - ELECTION OF DIRECTORS
Six Directors are proposed to be elected at the Annual Meeting. Each Director
will serve until the next Annual Meeting of Shareholders or until a successor
shall be elected and shall qualify. Proxies in the accompanying form will be
voted for the nominees listed in the table that follows, except where authority
is withheld by the shareholder. All nominees are presently members of the Board
of Directors.
If any of the nominees should become unable to accept election, the persons
named in the proxy may vote for such other person or persons as may be
designated by the Board of Directors. Management has no reason to believe that
any of the nominees named below will be unable to serve.
<TABLE>
<CAPTION>
Year First
Became
Age Director
------ -------------
<S> <C> <C>
Simon Bonnier (b) 69 1984
James K. Feeney (a,b) 62 1986
Robert S. Hamilton (a,b) 72 1979
Evans Kostas (a) 63 1984
Ole B. Rygh (c) 55 1988
Reinhart Siewert (c) 61 1988
</TABLE>
- ------------------
a - Member of the Executive Committee
b - Member of the Compensation/Option Committee
c - Member of the Audit Committee
1
<PAGE> 4
Mr. Bonnier currently serves as a Director of AB Bonnierforetagen, a Swedish
conglomerate having primary business activities in book/magazine publishing and
film production/distribution. Other business interests include manufacture of
furniture and graphic arts equipment. Mr. Bonnier has served in this capacity
since 1965.
Mr. Feeney is currently President and Treasurer of Windmoeller & Hoelscher
Corporation, a manufacturer of flexographic printing presses for packaging, a
position he has held since December 1977.
Mr. Hamilton retired from Publishers Equipment Corporation October 31, 1990,
after having served in various executive capacities with the Company during the
twelve years prior to that date.
Mr. Kostas has served as Chairman of the Board, President and Chief Executive
Officer of the Company since February 1985. From September 1984 until February
1985, Mr. Kostas served as Chief Operating Officer of the Company.
Mr. Rygh currently serves as President and Chief Executive Officer of Ryson
International, Inc., a supplier of material handling equipment and systems to
the printing industry, a position he has held since September 1995. From
December 1993 to August 1995, Mr. Rygh served as President and Chief Executive
Officer of IDAB, Incorporated, a supplier of material handling equipment and
systems to the printing industry.
Mr. Siewert currently serves as President of Koenig & Bauer-Albert AG, a German
manufacturer of newspaper and commercial printing presses, a position he has
held since July 1995. For the prior fifteen years Mr. Siewert served as
Executive Vice-President-Finance of Koenig & Bauer-Albert AG.
In connection with the Company's acquisition of King Press Corporation in 1984,
the Company agreed to use its best efforts to cause two seats on its Board of
Directors to be filled by persons designated by AB Bonnierforetagen, as long as
it and its affiliates own at least 15% of the shares of Common Stock of the
Company. Main Line Developments Limited of Hamilton, Bermuda, an affiliate of
AB Bonnierforetagen, owns in excess of 15% of the shares of Common Stock of the
Company. Mr. Bonnier and Mr. Rygh currently serve as Directors at the request
of Main Line Developments Limited.
In connection with the Company's issuance of the Company's Common Stock in a
private placement to Koenig & Bauer-Albert AG in October 1988, the Company
agreed to use its best efforts to cause one seat on its Board of Directors to
be filled by a person designated by Koenig & Bauer-Albert AG as long as it owns
at least 15% of the shares of Common Stock of the Company. Mr. Siewert
currently serves as a Director at the request of Koenig & Bauer-Albert AG.
2
<PAGE> 5
CERTAIN INFORMATION RELATING TO THE BOARD OF DIRECTORS AND COMMITTEES OF THE
BOARD
The Board of Directors of the Company held four formal meetings during 1998. The
Board's Audit Committee and Compensation/Option Committee each held one formal
meeting during the year. The Board's Executive Committee did not meet during
1998. Each of the Directors who are nominated in this Proxy Statement and who
served during 1998 as a Director or as a member of the Compensation/Option
Committee, the Executive Committee or the Audit Committee attended at least 75%
of the total number of such meetings during 1998 during the period in which they
served as Director.
At the beginning of each fiscal year, each Director who is not an employee of
the Company individually elects his form of compensation for each Meeting of the
Board of Directors attended from three options:
Option 1: $500 cash and a stock option for 500 shares of the
Company's Common Stock.
Option 2: $1,000 cash.
Option 3: A stock option for 1,000 shares of the Company's Common
Stock.
In addition, at the beginning of each fiscal year the Chairman designated for
each Committee who is not an employee of the Company individually elects his
form of compensation for each Meeting of the Committee attended that is not
concurrent with a Meeting of the Board of Directors from two options:
Option 1: A stock option for 250 shares of the Company's Common
Stock.
Option 2: $250 cash.
The exercise price of options granted to Directors is based on the fair market
value of the Company's Common Stock at the time of each Meeting.
For 1999, one of the nominees to the Board of Directors elected Option 1, three
elected Option 2 and one elected Option 3 for compensation to be received for
each Board of Directors meeting attended. For compensation to be received as
Committee Chairman in 1998, one non-employee Chairmen chose Option 1 and one
non-employee Chairman chose Option 2 for each Committee Meeting attended that is
not concurrent with a Board of Directors Meeting. These elections are
irrevocable for 1999.
The Compensation/Option Committee recommends compensation/option arrangements
for the Company's officers. The Executive Committee serves primarily as an
advisor to management. The Audit Committee provides supervision of the auditing
process. See the table on page 1 for information as to the members of such
committees. The Company
3
<PAGE> 6
does not have a nominating committee of the Board of Directors, or any other
committee that performs similar functions.
For information on the security ownership of management and executive
compensation, see pages 4 to 7 of this Proxy Statement.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The total outstanding capital stock of the Company as of May 12, 1999,
consisted of 5,234,787 shares of Common Stock, no par value (the "Common
Stock"). All outstanding shares of Common Stock are entitled to one vote per
share. Under the terms of the Articles of Incorporation of the Company,
cumulative voting is not permitted.
As of May 12, 1999, the Company's officers and nominees to the Board of
Directors, as a group (7 persons), owned beneficially 316,100 shares or 5.1% of
the issued and outstanding shares of Common Stock (including 209,992 shares
subject to options), as set forth in the following table:
<TABLE>
<CAPTION>
Name Of Class Amount and Nature
Beneficial Of of Beneficial Percent
Owner Stock Ownership(1) of Class
------------------ ------------ ----------------- --------
<S> <C> <C> <C>
Simon Bonnier Common Stock 3,500 (2) *
James K. Feeney Common Stock 1,750 (3) *
Robert S. Hamilton Common Stock 9,497 (4) *
Evans Kostas Common Stock 257,202 (5) 4.2%
Ole B. Rygh Common Stock 2,000 (6) *
Reinhart Siewert Common Stock 2,750 (7) *
Directors and
Executive Officers
As A Group
(7 Persons) Common Stock 316,100 5.1%
</TABLE>
(*) Less than 1%.
(1) Sole voting and investment power.
(2) Consists of 3,500 shares subject to Options.
(3) Includes 1,000 shares subject to Options.
(4) Includes 500 shares subject to Options.
(5) Includes 162,242 shares subject to Options.
(6) Consists of 2,000 shares subject to Options.
(7) Consists of 2,750 shares subject to Options.
The following table sets forth as of May 12, 1999, each stockholder known to
management of the Company to own beneficially more than 5 percent of the
Company's outstanding shares of Common Stock.
4
<PAGE> 7
<TABLE>
<CAPTION>
Name and Address Class Of Amount and Nature of Percent
of Beneficial Owner Stock Beneficial Ownership(1) of Class
--------------------- ------------ ----------------------- --------
<S> <C> <C> <C>
Main Line
Developments Limited Common Stock 1,725,397 33.0%
Cedar House
41 Cedar Avenue
Hamilton HM12
Bermuda
Koenig & Bauer AG Common Stock 1,204,500 23.0%
Postfach 6060
Friedrich-Koenig-
Str. 4
97080 Wurzburg 1
Germany
</TABLE>
(1) Sole voting and investment power.
On April 6, 1990, the Company issued 145,349 shares of its non-voting Series A
Convertible Preferred Stock, no par value (the "Preferred Stock"), to AB
Bonnierforetagen in connection with the Company's purchase of the shares of
Solna Gruppen AB. On each January 1, 1991, 1992, 1993, 1994, 1995, 1996, 1997,
1998 and 1999, 14,534 shares of the Preferred Stock converted to Common Stock.
As a result of the foregoing and the repurchase of 9 shares of Preferred Stock
for cash, there are currently 14,534 shares of Preferred Stock outstanding,
which are held by Main Line Developments Limited. No other shares of the
Preferred Stock of the Company are issued or outstanding.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers. Officers, directors and
greater than ten percent Shareholders are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it or
written representations from certain reporting persons that no forms were
required for those persons, the Company believes that during the fiscal year
ending December 31, 1998, its officers, directors and greater than ten percent
Shareholders have complied with all applicable Section 16(a) filing
requirements with respect to the Company's equity securities.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
Executive Officers of the Company whose total annual salary and bonus for the
fiscal year ended December 31, 1998, exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
------------------------------------
Long Term
Compensation
Annual Compensation Awards
---------------------- ------------
(a) (b) (c) (d) (g)
Name and Options/
Principal Position Year Salary ($) Bonus ($) SARs (#)
------------------ ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
CEO, Evans Kostas 1998 194,500 -- --
1997 165,000 49,500 132,242
1996 165,000 29,184 --
1995 165,560 -- 30,000
</TABLE>
The remuneration described in the above table does not include the cost to the
Company of benefits furnished to the named executive officer, including
premiums for health insurance, personal use of Company automobile and other
personal benefits provided to such individual that are extended in connection
with the conduct of the Company's business. The value of such benefits cannot
be precisely determined, but the executive officer named above did not receive
other compensation in excess of the lesser of $50,000 or 10% of such officer's
cash compensation in any of the last three years.
The following table sets forth information concerning the number of unexercised
options held by the named Executive Officer at the end of the fiscal year ended
December 31, 1998:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
---------------------------------------------------
<S> <C>
(a) (d)
Number of
Unexercised
Options/SARs
At FY-End (#)
------------------- ----------------
Exercisable/
Name Unexercisable
------------------- ----------------
CEO, Evans Kostas 129,182/
33,060
------------------- ----------------
</TABLE>
6
<PAGE> 9
No stock options were granted to the named Executive Officer during the year
ended December 31, 1998. No options were exercised by the named Executive
Officer during 1998.
EMPLOYMENT AGREEMENTS: The Company has an employment agreement with Mr.
Hamilton that provides a retirement benefit of $30,000 per year for a period of
15 years following his October 31, 1990 retirement. The retirement benefit is
reduced in the event of Mr. Hamilton's death before the expiration of the 15
year period, and ceases in the event that Mr. Hamilton is not survived by his
spouse.
401(K) PLAN: On October 1, 1984, the Company established a 401(K) Plan. The
401(K) Plan provides for voluntary contributions from participating employees.
A participant may elect to make contributions up to the maximum permissible
amount (the lesser of $30,000 or 25% of the participant's annual compensation)
on a before tax basis. The 401(K) Plan was amended on December 28, 1987, to
allow the Company to make voluntary contributions to eligible employees'
accounts at the discretion of the Company. There were no Company contributions
to the 401(K) Plan during the fiscal year ended December 31, 1998.
INCENTIVE COMPENSATION PLAN: The Company has implemented an Incentive
Compensation Plan for certain officers of the Company and King Press
Corporation, a wholly-owned subsidiary of the Company. Under the Incentive
Compensation Plan, an incentive bonus based upon a percentage of the
participant's base compensation will be paid to a participant if the Company or
King Press Corporation achieves certain levels of targeted after-tax profits.
The Incentive Compensation Plan is administered by the Compensation/Option
Committee. There were no payments under the Incentive Compensation Plan during
the fiscal year ended December 31, 1998.
STOCK OPTION PLAN: In June 1981, the Board of Directors adopted and the
shareholders of the Company approved the Publishers Equipment Corporation Stock
Option Plan ("Plan"). The Plan is currently administered by the
Compensation/Option Committee of the Board. The Plan was amended in April 1989
to increase the number of shares authorized for grant under the Plan and extend
the expiration date of the Plan. The Plan was amended in 1994 and 1998 to
extend the expiration date of the Plan. The Plan as amended provides for the
grant of stock options to key employees covering a maximum of 500,000 shares of
Common Stock, subject to certain adjustments upon the subdivision or
consolidation of shares. Under the Plan, the exercise price per share of a
stock option cannot be less than the greater of $0.25 per share or the fair
market value per share on the date the option is granted, provided that an
employee owning directly or indirectly more than 10% of the total combined
voting power of all classes of stock of the Company may not be issued a stock
option unless the exercise price per share is at least 110% of the fair market
value per share on the date the option is granted. The Plan further provides
that the exercise period cannot exceed ten years (or five years if the optionee
owns, directly or indirectly, more than 10% of the total combined voting power
of all classes of stock of the Company).
7
<PAGE> 10
The Plan permits the grant in any calendar year of incentive options greater
than $100,000 aggregate market value provided that no more than $100,000
aggregate market value are exercisable for the first time in any single
calendar year. Unless terminated earlier by the Board of Directors, the Plan
will expire April 26, 2004.
No stock options were granted to Executive Officers during the year ended
December 31, 1998. No Options were exercised during 1998.
CERTAIN TRANSACTIONS
During 1998, the Company paid interest to Windmoller & Holscher totalling
$35,663 under a $1,000,000 Convertible Subordinated Note due December 1999 with
a floating interest rate based on the publicly quoted German prime rate. Mr.
Feeney, a Director of the Company, is the President and Treasurer of
Windmoeller & Hoelscher Corporation, a Delaware Corporation and wholly-owned
subsidiary of Windmoller & Holscher of Germany.
AUDITORS
Arthur Andersen LLP, independent certified public accountants, were the
independent auditors for the fiscal year ended December 31, 1998.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies in the accompanying form will be borne
by the Company. In addition to the use of mail, officers of the Company may
solicit proxies by telephone or telegraph. Upon request, the Company will
reimburse brokers, dealers, banks and trustees or their nominees, for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners of shares of stock.
REVOCABILITY OF PROXY
Shares represented by valid proxies will be voted in accordance with
instructions contained therein, or, in the absence of such instructions, in
accordance with the Board of Directors' recommendations. Any shareholder of the
Company has the unconditional right to revoke a proxy at any time prior to the
voting thereof by written notice thereof addressed to Roger R. Baier,
Secretary, Publishers Equipment Corporation, 16660 Dallas Parkway, Suite 1100,
Dallas, Texas 75248; however, no such revocation shall be effective unless and
until such notice of revocation has been received by the Company at or prior to
the Annual Meeting.
8
<PAGE> 11
PROPOSALS OF SHAREHOLDERS
A proper proposal submitted by a shareholder in accordance with applicable
rules and regulations for presentation at the Company's Annual Meeting of
Shareholders in 2000, and received at the Company's executive offices no later
than January 7, 2000 will be included in the Company's Proxy Statement and form
of proxy relating to such Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action at
the meeting other than the matters set forth herein. Should any other matter
requiring a vote of shareholders arise, the proxies in the enclosed form confer
upon the person or persons entitled to vote the shares represented by such
proxies discretionary authority to vote the same in accordance with their best
judgment in the interest of the Company.
A copy of the Company's 1998 Annual Report, containing audited financial
statements, accompanies this Proxy Statement. The annual report does not
constitute a part of the proxy solicitation material.
By order of the Board of Directors
Evans Kostas
Chairman of the Board,
President and Chief Executive Officer
May 12, 1999
9
<PAGE> 12
PUBLISHERS EQUIPMENT CORPORATION
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS AT
3:00 P.M., FRIDAY, JUNE 18, 1999
PUBLISHERS EQUIPMENT CORPORATION - CORPORATE HEADQUARTERS
16660 DALLAS PARKWAY, SUITE 1100
DALLAS, TEXAS 75248
The undersigned shareholder of Publishers Equipment Corporation (the "Company")
hereby appoints Evans Kostas and Roger R. Baier, or either of them, as proxies,
each with full powers of substitution, to vote the shares of the undersigned at
the above-stated annual meeting and at any adjournment(s) thereof:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE OTHER SIDE. IF A CHOICE IS
NOT INDICATED WITH RESPECT TO ITEM 1, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL NOMINEES FOR DIRECTORS LISTED ON THE OTHER SIDE. THE PROXIES WILL USE
THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM 2.
THIS PROXY IS REVOCABLE ANY TIME BEFORE IT IS EXERCISED.
(PLEASE SIGN ON THE OTHER SIDE)
<PAGE> 13
PUBLISHERS EQUIPMENT CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
<TABLE>
<S> <C> <C> <C> <C> <C>
The Board of Directors recommends a vote FOR proposals 1 and 2.
FOR
1. Election of Directors FOR WITHHELD all except
NOMINEES: SIMON BONNIER, JAMES K. [ ] [ ] [ ]
FEENEY, ROBERT S. HAMILTON, EVANS
KOSTAS, OLE B. RYGH, REINHART ---------------------------
SIEWERT Nominee Exception
(INSTRUCTION: To withhold
2. Or any other business which may authority to vote for any
properly come before the meeting; individual nominee(s) write
hereby revoking any proxy or proxies that nominee's name on the
heretofore given by the undersigned. space provided above.)
Receipt herewith of the Company's
1998 Annual Report and Notice of
Meeting and Proxy Statement is
hereby acknowledged.
BE SURE TO ENTER DATE
Dated: , 1999
--------------
-----------------------------------
-----------------------------------
(Signature of Shareholder(s))
Joint owners must each sign. Please
sign your name EXACTLY as your
name(s) appear(s) on this card.
When signing as attorney, trustee,
executor, administrator, guardian
or corporate officer, please give
your FULL title.
(PLEASE SIGN, DATE, AND MAIL TODAY)
</TABLE>
