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:
[] 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 §240.14a-11(c) or
§240.14a-12
MESA LABORATORIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and
0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[] Fee paid previously with preliminary materials.
[]Check box if any part of the fee is offset as provided by Exchange
Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
Telephone: (303) 987-8000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 9, 1998
To the Shareholders:
PLEASE TAKE NOTICE that the Annual meeting of Shareholders of
Mesa Laboratories, Inc. (the "Company") will be held at the Company's
offices at 12100 West Sixth Avenue, Lakewood, Colorado 80228, on
Friday, October 9, 1998, at 2:30 P.M.
1. To elect four directors to hold office for the term
specified in the Proxy Statement or until their successors
are elected and qualified; and
2. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on August
21, 1998, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting and
at any adjournment or adjournments thereof.
A Proxy Statement which describes the foregoing proposal and a
form of Proxy accompany this Notice.
By Order of the Board of
Directors
Dated: August 26, 1998 Steven W. Peterson
Secretary
IMPORTANT
Whether or not you expect to attend the Meeting, you are urged to
execute the accompanying proxy and return it promptly in the enclosed
reply envelope which requires no postage. Any shareholder granting a
proxy may revoke the same at any time prior to its exercise. Also,
whether or not you grant a proxy, you may vote in person if you attend
the Meeting.
MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 9, 1998
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board
of Directors of Mesa Laboratories, Inc. (the "Company") for use
at the Annual Meeting of Shareholders of the Company to be held
on Friday, October 9, 1998, and at any adjournment or
adjournments thereof. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone or
telegraph by officers, directors and other employees of the
Company, who will not receive additional compensation for such
services. The Company may also request brokerage houses,
nominees, custodians and fiduciaries to forward the soliciting
material to the beneficial owners of stock held of record and
will reimburse such persons for forwarding such material at the
rates suggested by the New York Stock Exchange. The Company will
bear the cost of this solicitation of proxies. Such costs are
expected to be nominal. Proxy solicitation will commence with
the mailing of this Proxy Statement on or about August 26, 1998.
Execution and return of the enclosed proxy will not affect
a shareholder's right to attend the Meeting and to vote in
person. Any shareholder executing a proxy retains the right to
revoke it at any time prior to exercise at the Meeting. A proxy
may be revoked by delivery of written notice of revocation to the
Secretary of the Company, by execution and delivery of a later
proxy or by voting the shares in person at the Meeting. A proxy,
when executed and not revoked, will be voted in accordance with
the instructions thereon. In the absence of specific
instructions, proxies will be voted by the person in the proxy
"FOR" the election as directors of those nominees named in the
Proxy Statement, and in accordance with his best judgement on all
other matters that may properly come before the Meeting.
The enclosed proxy provides a method for shareholders to
withhold authority to vote for any one or more of the nominees
for director while granting authority to vote for the remaining
nominees. The names of all nominees are listed on the proxy. If
you wish to grant authority to vote for all nominees, check the
box marked "FOR". If you wish to withhold authority to vote for
all nominees, check the box marked "WITHHOLD". If you wish your
shares to be voted for some nominees and not for one or more of
the others, check the box marked "FOR" and indicate the name(s)
of the nominee(s) for whom you are withholding the authority to
vote by writing the name(s) of such nominee(s) on the proxy in
the space provided.
PURPOSE OF MEETING
As stated in the Notice of Annual Meeting of Shareholders
accompanying this Proxy Statement, the business to be conducted and the
matters to be considered and acted upon at the Meeting are as follows:
1. To elect four directors to hold office for the term
specified herein or until their successors are elected and
qualified; and
2. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
VOTING AT MEETING
The voting securities of the Company consist solely of common
stock, no par value per share (the "Common Stock").
The record date for shareholders entitled to notice of and to
vote at the Meeting is the close of business on August 21, 1998, at
which time the Company had outstanding and entitled to vote at the
meeting 4,158,908 shares of Common Stock. Shareholders are entitled to
one vote, in person or by proxy, for each share of Common Stock held in
their name on the record date.
Shareholders representing a majority of the Common Stock
outstanding and entitled to vote must be present or represented by
proxy to constitute a quorum. The election of directors will require
the affirmative vote of the holders of a majority of the Common Stock
present or represented by proxy at the Meeting and entitled to vote
thereon. Cumulative voting for directors is not authorized and proxies
cannot be voted for more than four nominees.
STOCK OWNERSHIP
The following table sets forth the number of shares of the
Company's Common Stock owned beneficially as of March 31, 1998, by each
person known by the Company to have owned beneficially more than five
percent of such shares then outstanding, by each officer and director
of the Company and by all of the Company's' officers and directors as a
group. This information gives effect to securities deemed outstanding
pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934,
as amended. As far as is known to management of the Company, no person
owns beneficially more than five percent of the outstanding shares of
Common Stock as of March 31, 1998 except as set forth below.
<TABLE>
<CAPTION>
Amount and Percentage of
Name of Beneficial Nature of Class Beneficially
Owner(1) Beneficial Owner Owned
<S> <C> <C>
Luke R. Schmieder 466,017 (2) 10.8
Steven W. Peterson 68,156 (3) 1.6
Paul D. Duke 154,875 (4) 3.6
H. Stuart Campbell 59,000 (5) 1.4
Philip D. Quedenfeld 166,870 (6) 3.9
All officers and 914,918 (7) 21.0
Directors as a group
(5 in number)
</TABLE>
(1) The business address for each person identified herein is 12100
West Sixth Avenue, Lakewood, Colorado 80228
(2) Includes 13,000 shares which Mr. Schmieder has the right to
acquire within 60 days by exercise of stock options.
(3) Includes 17,750 shares which Mr. Peterson has the right to
acquire within 60 days by exercise of stock options.
(4) Includes 13,000 shares which Mr. Duke has the right to acquire
within 60 days by exercise of stock options.
(5) Includes 13,000 shares which Mr. Campbell has the right to
acquire within 60 days by exercise of stock options.
(6) Includes 13,000 shares which Mr. Quedenfeld has the right to
acquire within 60 days by exercise of stock options.
(7) Includes 69,750 shares which the officers and directors of the
Company as a group have the right to acquire within 60 days by
exercise of stock options.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing
broad corporate policies and for the overall performance of the
Company, although it is not involved in day-to-day operating details.
The Board meets regularly throughout the year, including the annual
organization meeting following the Annual Meeting of Shareholders, to
review significant developments affecting the Company and to act upon
matters requiring Board approval. It also holds special meetings as
required from time to time when important matters arise requiring Board
action between scheduled meetings. During the last fiscal year, the
board met four times.
The Board of Directors had established compensation and Audit
Committees to devote attention to specific subjects and to assist it in
the discharge of its responsibilities. The functions of these
committees, their current members, and the number of meetings held
during the last fiscal year are described below.
The Compensation Committee consists of Messrs. Campbell and
Quedenfeld. Its function is to recommend the compensation to be paid
to the President and certain other employees, and for the development
of policies on employee compensation and benefits. The Compensation
Committee met once during the fiscal year ended March 31, 1998.
The Audit Committee consists of Messrs. Campbell and Quedenfeld.
The functions of the Audit Committee are to recommend annually to the
Board of Directors the appointment of the independent public
accountants of the Company, discuss and review the scope and the fees
of the prospective annual audit and review the results thereof with the
independent public accountants, review and approve non-audit services
of the independent public accountants, review compliance with existing
major accounting and financial policies of the Company, review the
adequacy of the financial organization of the Company and review
management's procedures and policies relative to the adequacy of the
Company's internal accounting controls and compliance with federal and
state laws relating to accounting practice. The Audit committee met
once during the fiscal year ended March 31, 1998.
The Company does not have a nominating committee. The functions
customarily attributable to a nominating committee are performed by the
Board of Directors as a whole.
No director attended fewer than 75 percent of the aggregate of
the total number of meetings of the Board of Directors and the total
number of meetings held by all committees of the Board on which he
served.
Each non-employee director will be compensated separately for
service on the Board and is reimbursed for expenses to attend Board
meetings. Members of the Audit and Compensation committees are not
compensated separately for service on those committees. In addition,
non-employee directors participate in the Outside Directors Stock
Option Plan. See "Executive Compensation - Compensation of Directors."
ELECTION OF DIRECTORS
At the Meeting, four directors are to be elected. Each director
will be elected for a one-year term or until his successor is elected
and qualified.
Shares represented by properly executed proxies will be voted, in
the absence of contrary indication therein or revocation thereof by the
shareholder granting such proxy, in favor of the persons named below as
directors, to hold office for the term stated in the preceding
paragraph. The person named as proxy in the enclosed proxy has been
designated by management and intends to vote for the election to the
Board of Directors of the persons named below, each of whom is now a
director of the Company. If the contingency should occur that any such
nominee is unable to serve as a director, it is intended that the
shares represented by the proxies will be voted, in the absence of
contrary indication, for any substitute nominee that management may
designate. Management knows of no reason why any nominee would be
unable to serve. The information presented herein with respect to the
nominees was obtained in part from the respective persons, and in part
from the records of the Company.
Nominees for Election as Directors
<TABLE>
<CAPTION>
Name and Address Age Office
<S> <C> <C>
Luke R. Schmieder 55 President, Chief Executive Officer,
12100 West Sixth Avenue Treasurer and Director
Lakewood, Colorado
Paul D. Duke 56 Vice President and Director
12100 West Sixth Avenue
Lakewood, Colorado
Philip D. Quedenfeld 67 Director
12100 West Sixth Avenue
Lakewood, Colorado
H. Stuart Campbell 68 Director
12100 West Sixth Avenue
Lakewood, Colorado
____________
</TABLE>
(1) The term of office of each officer of the Company is at the
discretion of the Board of Directors.
Luke R. Schmieder, President, Chief Executive Officer, Treasurer and
Director
Mr. Schmieder attended Ohio State University and Ohio University
taking courses in mechanical engineering and business management. Mr.
Schmieder was employed from 1970 to 1977 by Cobe Laboratories, Inc.
(manufacturer of dialysis and cardiovascular equipment and supplies)
as a designer and process controller on various projects. From 1977 to
1982, Mr. Schmieder served as president and principal of a consulting
company for product and process development primarily in the medical
field. Mr. Schmieder has served as president and a director of the
Company since its inception in March 1982.
Paul D. Duke, Vice President and Director
Mr. Duke received his initial medical training while on active
duty with the United States Navy and while attending the University of
Alabama. Mr. Duke was employed from 1965 to 1969 by the University of
Alabama Medical Center as chief hemodialysis technician and was
employed by Cobe Laboratories, Inc. From 1969 to 1973 as field service
and training technician. From 1973 to 1979, he served in various
capacities for Cordis Dow Corporation (manufacturer of pacemakers and
hemodialysis equipment and supplies), including sales, product
management, European training manager and national service manager.
From 1980 to 1982, Mr. Duke served as proprietor and president of a
consulting company specializing in medical marketing, sales, service
and training. Mr. Duke has served as vice president and a director of
the Company since its inception in 1982.
H. Stuart Campbell, Director
Mr. Campbell received his Bachelor of Science degree from Cornell
University in 1951. From 1960 through September 1982, Mr. Campbell
served in various capacities for Johnson & Johnson and Ethicon, Inc., a
domestic subsidiary of Johnson & Johnson. From 1977 through September
1982, he was a Company Group Chairman with Johnson & Johnson and served
as Chief Executive Officer and Chairman of the Board of Directors of
eight major corporate subsidiaries. Mr. Campbell currently owns and
serves as an officer of Highland Packaging Labs, Inc., Somerville, New
Jersey (contract packaging business). He also serves as a director of
Atrix Laboratories, Inc. (pharmaceutical and contract research and
development company) and as chairman of Biomatrix, Inc., Ridgefield,
New Jersey (biomaterials manufacturer). Mr. Campbell has served as a
director of the Company since May 1983 and devotes such time as is
necessary to the affairs of the Company.
Philip D. Quedenfeld, Director
Mr. Quedenfeld received his Bachelor of Arts degree in English
from Lake Forest University in 1954. At the time of his retirement in
1993, he was employed as manager of a Sears Department Store. He also
served in numerous marketing and advertising positions with Sears at
both headquarters and field levels for more than 30 years. Mr.
Quedenfeld has served as a director of the Company since its inception
in March 1982 and devotes such time as is necessary to the affairs of
the Company.
None of the nominees has any family relationship with each other or any
other officer or director of the Company. None of the nominees is
being proposed for election pursuant to any arrangement or
understanding between such nominee and any other person except only the
directors and executive officers of the Company acting solely as such.
Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company pursuant to 240.16a-3(e) during
its most recent fiscal year and Forms 5 and amendments thereto
furnished to the Company with respect to its most recent fiscal year,
and any written representation from the reporting person (as
hereinafter defined) that no Form 5 is required, the Company is not
aware of any person who, at any time during the fiscal year, was a
director, officer, beneficial owner of more than ten percent of any
class of equity securities of the Company registered pursuant to
Section 12 of the Exchange Act, or any other person subject to Section
16 of the Exchange Act with respect to the Company because of the
requirements of Section 30 of the Investment Company Act or Section 17
of the Public Utility Holding Company Act ("reporting person"), that
failed to file on a timely basis, as disclosed in the above Forms,
reports required by Section 16(a) of the Exchange Act during the most
recent fiscal year or prior fiscal years.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE
"FOR" THE ELECTION OF SUCH NOMINEES.
EXECUTIVE COMPENSATION
The following table, and its accompanying explanatory footnotes,
includes annual and long-term compensation information on the Company's
Chief Executive Officer for services rendered in all capacities during
the fiscal years ended March 31, 1998, March 31, 1997 and March 31,
1996. No other executive officer received total annual salary and
bonus for the fiscal year ended March 31, 1998 in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Long
Term
Compensa
tion
Name and Principal
Position
Fiscal
Year
Salary
Bonus(1)
Options
Granted
All Other
Compensation
<S> <C> <C> <C> <C> <C>
Luke R. Schmieder,
Chief Executive
Officer
1998
$92,019
$19,367
4,000
-
1997
$88,775
$14,000
4,000
-
1996
$85,067
$30,000
5,000
-
</TABLE>
Reflects bonus earned in fiscal year, but paid in the following fiscal
year.
The following summary table sets fourth information concerning
grants of stock options made during the fiscal year ended March
31, 1998 to the Company's Chief Executive Officer.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Name
Options Granted
Percent of
Total Options
Granted to
Employees in
Fiscal Year
Exercise Price
Expiration
Date
<S> <C> <C> <C> <C>
Luke R.
Schmieder
4,000
5 %
$5.36
March 31,
2002
</TABLE>
Compensation of Directors
The Company has adopted a nonqualified performance stock option
plan, approved by the shareholders of the Company in October 1991, for
the benefit of the directors of the Company. The plan provides that
each director of the Company serving as a director as of the first day
after the end of the Company's fiscal year shall be granted the option
to purchase 5,000 shares of Common Stock, provided that the Company has
achieved a net after-tax profit for the immediately prior fiscal year
then ended. The purchase price of the Common Stock will be equal to
the fair market value of the Common Stock on the date of grant. The
date of grant is the first business day in the month following the end
of the Company's most recently completed fiscal year. The fair market
value is an amount equal to 100% of the closing bid price of the Common
Stock on the over-the-counter market on the date of grant.
The options are granted for a term of up to five years and may be
exercised at any time after one year from the date of grant until the
end of the fifth year from the date of grant. Any optionee may pay the
exercise price by delivering shares of common stock with a value equal
to the exercise price. The company has reserved 150,000 shares of its
authorized but unissued Common stock for possible issuance pursuant to
the plan.
On October 4, 1996, the Company adopted a new nonqualified
performance stock option plan for the benefit of the Company's outside
Directors. The plan provides that the outside Directors will receive
grants to be determined and approved by the Company's inside directors
and not to exceed 20,000 options per year per director. Under the
terms of the plan, the options are exercisable for a term of ten years,
and during such term are exercisable as follows: 25% after each year,
and 100% anytime after the fourth year until the end of the tenth
year. The purchase price of the common stock will be equal to 100% of
the closing bid price of the common stock on the over-the-counter
market on the date of grant.
On April 1, 1997, each of the Company's three outside directors
were granted options to purchase 4,000 shares of Common Stock at $4.88
per share. The Company's two inside directors each were granted
options to purchase 4,000 shares of Common Stock at a price of $4.88
per share for Mr. Duke and at a price of $5.36 per share for Mr.
Schmieder.
Currently all outside directors received cash compensation of
$500 for each Board of Directors meeting attended in person.
Incentive Stock Option Plans
The Company has adopted three incentive stock option plans,
approved by the shareholders of the Company in September 1984, October
1989 and November 1993, respectively, for the benefit of the Company's
employees. The plans are administered by the non-participating members
of the Board of Directors, who select the optionees and determine the
terms and conditions of the stock option grant. The exercise price for
options granted under the plans cannot be less than the fair market
value of the stock at the date of grant or 110% of such fair market
value with respect to options granted to any optionee who holds more
than 10% of the Company's Common Stock. Options are not exercisable
until one year after the date of grant and expire five years after the
date of grant. All outstanding options are subject to vesting
provisions whereby they become exercisable over a four-year period.
The plans authorize options to purchase up to 200,000, 300,000 and
300,000 shares of Common Stock, respectively.
As of March 31, 1998, options to purchase a total of 285,321
shares were outstanding, at exercise prices ranging from $2.19 to $7.70
per share. Further, as of March 31, 1998, options to purchase an
aggregate of 109,604 shares remained available for grant under the
latter two plans. The plan adopted in September 1984 was terminated
effective June 1, 1993. Options were granted during the fiscal year
ended March 31, 1998, pursuant to the Company's incentive stock option
plans, to each of the Company's executive officers. Options to
purchase 5,000 shares and 4,000 shares at $4.88 per share were granted
to Mr. Steven W. Peterson, Vice President-Finance and Mr. Paul Duke,
Vice President, respectively. Mr. Luke R. Schmieder, President, was
granted options to purchase 4,000 shares at $5.36 per share.
Retirement Plan
No retirement, pension or profit sharing program has been adopted
by the Company. The Company may offer stock bonuses, profit sharing or
pension plans to key employees or executive officers of the Company in
such amounts and upon such conditions as the Board of Directors may in
its sole discretion determine.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUTANTS
Ehrhardt Keefe Steiner & Hottman PC, Denver, Colorado, conducted
the audits of the Company's accounting records since 1986 and the Board
of Directors expects to engage the same firm to audit the Company's
accounting records for the fiscal year ending March 31, 1999. Ehrhardt
Keefe Steiner & Hottman PC has performed no accounting services for the
Company other than the audit of its financial statements. It is the
Company's understanding that Ehrhardt Keefe Steiner & Hottman PC is
obliged to maintain audit independence as prescribed by the accounting
profession and certain requirements of the Securities and Exchange
Commission. As a result, the directors of the Company do not
specifically approve, in advance, non-audit services provided by
Ehrhardt Keefe Steiner & Hottman PC nor do they consider the effect, if
any, of such services on audit independence.
A representative of Ehrhardt Keefe Steiner & Hottman PC will
attend the Annual meeting of Shareholders and will have the opportunity
to make a statement if he so desires. This representative will be
available to respond to appropriate shareholder questions at that time.
PROPOSALS OF SHAREHOLDER FOR PRESENTATION
AT NEXT ANNUAL MEETING FOR SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a
proper proposal for inclusion in the proxy materials relating to the
next Annual Meeting of Shareholders must do so in writing and it must
be received at the Company's principal executive offices by the end of
the fiscal year March 31, 1999. The proponent must be a record or
beneficial owner entitled to vote at the next Annual Meeting on his
proposal and must continue to own such security entitling him to vote
through the date on which the Meeting is held.
ANNUAL REPORT
The Annual Report to Shareholders concerning the operations of
the Company during the fiscal year ended March 31, 1998, including
audited financial statements for the year then ended, has been
distributed to all record holders as of the record date. The Annual
Report is not incorporated in the Proxy Statement and is not to be
considered a part of the soliciting material.
OTHER BUSINESS
Management of the Company is not aware of any matters which are
to be presented at the Meeting, nor has it been advised that other
persons will present any such matters. However, if other matters
properly come before the meeting, the individual named in the
accompanying proxy shall vote on such matters in accordance with his
best judgement.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
MARCH 31, 1998, TO EACH SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER
WHO OWNED COMMON STOCK OF THE COMPANY LISTED IN THE NAME OF A BANK OR
BROKER, AS NOMINEE, AT THE CLOSE OF BUSINESS ON AUGUST 21, 1998. ANY
REQUEST BY A SHAREHOLDER FOR THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB SHOULD BE MAILED TO THE COMPANY'S SECRETARY, MESA LABORATORIES,
INC., 12100 WEST SIXTH AVENUE, LAKEWOOD, COLORADO 80228.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
Steven W. Peterson
Secretary
August 26, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MESA LABORATORIES, INC.
TO BE HELD OCTOBER 9, 1998
The undersigned hereby appoints Luke R. Schmieder as the lawful
agent and Proxy of the undersigned (with all powers the undersigned
would possess if personally present, including full power of
substitution), and hereby authorizes him to represent and to vote, as
designated below, all the shares of Common Stock of Mesa Laboratories,
Inc. held of record by the undersigned as of the close of business on
August 21, 1998, at the Annual Meeting of Shareholders to be held on
Friday, October 9, 1998, or any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
? FOR all nominees listed below ? WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote
for all nominees listed below)
L. Schmieder, P. Duke, H.S. Campbell, P. Quedenfeld
(INSTRUCTION: To withhold authority to vote for any nominees, write the
nominees' names on the space provided below.)
2. In his discretion, the Proxy is authorized to vote upon any matters which
may properly come before the Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted in the
manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS PROPOSED IN ITEM (1).
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.
Please sign exactly as name appears below. When shares are held 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 person.
Dated: ____________________ , 1998
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN
THE PROXY CARD PROMPTLY USING
THE
ENCLOSED ENVELOPE
? PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.
13
