MESA LABORATORIES, INC.
12100 West Sixth Avenue
Lakewood, Colorado 80228
Telephone: (303) 987-8000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, January 18, 2001
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 Thursday, January 18,
2001 at 3:00 PM.
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 December 11 2000, 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: December 18, 2000 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 Thursday, January 18, 2001
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 Thursday, January 18, 2001,
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 December 18, 2000.
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 named in
the proxy "FOR" the election as directors of those nominees
named in the Proxy Statement and in accordance with his
best judgment 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
December 11, 2000, at which time the Company had
outstanding and entitled to vote at the meeting 3,653,015
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, 2000, 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, 2000 except as set
forth below.
<TABLE>
<CAPTION>
Amount and Percentage of
Name of Beneficial Nature of Class Benefi-
Owner(1) Beneficial Owner cially Owned
<S> <C> <C>
Luke R. Schmieder 438,767 (2) 11.6
Steven W. Peterson 68,950 (3) 1.8
Paul D. Duke 154,765 (4) 4.1
H. Stuart Campbell 66,000 (5) 1.7
Michael T. Brooks 3,700 (6) -
Philip D. Quedenfeld 173,870 (7)(9) 4.6
All officers and 906,052 (8) 23.6
directors as a group
(6 in number)
_</TABLE>_________
(1) The business address for each person identified herein
is 12100 West Sixth Avenue, Lakewood, Colorado 80228.
(2) Includes 10,000 shares which Mr. Schmieder has the
right to acquire within 60 days by exercise of stock
options.
(3) Includes 11,750 shares which Mr. Peterson has the right
to acquire within 60 days by exercise of stock options.
(4) Includes 10,000 shares which Mr. Duke has the right to
acquire within 60 days by exercise of stock options.
(5) Includes 10,000 shares which Mr. Campbell has the right
to acquire within 60 days by exercise of stock options.
(6) Includes 2,500 shares which Mr. Brooks has the right to
acquire within 60 days by exercise of stock options.
(7) Includes 10,000 shares which Mr. Quedenfeld has the
right to acquire within 60 days by exercise of stock
options.
(8) Includes 54,250 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.
(9) Mr. Quedenfeld passed away on June 3, 2000.
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 has 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 Brooks. 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, 2000.
The Audit Committee consists of Messrs. Campbell and
Brooks. 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, 2000.
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 Director 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.
<TABLE>
Nominees for Election as Directors
<CAPTION>
Name and Address Age Office
<S> <C> <C>
Luke R. Schmieder 57 President, Chief Executive
12100 West Sixth Avenue Officer, Treasurer and
Lakewood, Colorado Director
Paul D. Duke 58 Vice President and
12100 West Sixth Avenue Director
Lakewood, Colorado
H. Stuart Campbell 70 Director
12100 West Sixth Avenue
Lakewood, Colorado
Michael T. Brooks 51 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.
Michael T. Brooks, Director
Mr. Brooks received his Bachelor of Arts in History
from Ohio Wesleyan University in 1971. While pursuing a
career in fluid power, he received a Masters of Business
from the University of Denver in 1983. Mr. Brooks was an
independent manufacturer's representative from 1982 - 1985
at which time he purchased an interest in Fiero Fluid Power
which he presently owns and operates. Fiero Fluid Power is
a Rep/Distributor selling pneumatic and instrumentation
equipment. He has been a director since October, 1998 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 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 and
Vice President for services rendered in all capacities
during the fiscal years ended March 31, 2000, March 31, 1999
and March 31, 1998. No other executive officer received
total annual salary and bonus for the fiscal year ended
March 31, 2000 in excess of $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Principal Fiscal Year Salary Bonus(1) Options Other
Position Granted Comp
<S> <C> <C> <C> <C> <C>
L. Schmieder, CEO 2000 $106,712 $20,064 8,000 $897
1999 $96,061 $18,436 4,000 -
1998 $92,019 $19,367 4,000 -
P. Duke, Vice President 2000 $69,619 $45,000 8,000 $585
1999 $61,386 $19,170 4,000 -
1998 $58,247 $28,676 4,000 -
</TABLE>
______
(1) Reflects bonus earned in fiscal year, but paid in the
following fiscal year.
The following summary table sets forth information
concerning grants of stock options made during the fiscal
year ended March 31, 2000 to the Company's Chief Executive
Officer and Vice President.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Name Options Percent of Total Exercise Expiration
Granted Options Granted Price Date
in Fiscal Year
<S> <C> <C> <C> <C>
Luke R.
Schmieder 8,000 4% $4.63 March 31, 2004 -
Nov. 3, 2009
Paul D.
Duke 8,000 4% $4.38 March 31, 2004 -
Nov. 3, 2009
</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. No future grants will be
made from this plan, and all previous grants have been
either exercised or cancelled as of March 31, 2000.
On October 3, 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, 1999, the Company's three outside directors
were granted options to purchase 4,000 shares of common
stock at $5.00 per share. The Company's two inside
directors each were granted options to purchase 4,000 shares
of common stock at a price of $5.00 per share for Mr. Duke
and at a price of $5.50 per share for Mr. Schmieder. On
November 4, 1999, the Company's three outside directors were
granted options to purchase 4,000 shares of common stock at
$3.75 per share. The Company's two inside directors each
were granted options to purchase 4,000 shares of common
stock at a price of $3.75 per share.
Currently, all outside directors receive 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.
On October 21, 1999, the Company adopted a new stock
compensation plan. The purpose of the plan is to encourage
ownership of the Common Stock of the Company by certain
officers, directors, employees and certain advisors of the
Company in order to provide incentive to promote the success
and business of the Company. A total of 300,000 shares of
Common Stock have been reserved for issuance under the plan
and are subject to terms as set by the Compensation Committee
of the Board of Directors at the time of grant.
As of March 31, 2000, options to purchase a total of
336,852 shares were outstanding, at exercise prices ranging
from $2.69 to $7.70 per share. Further, as of March 31,
2000, options to purchase an aggregate of 355,834 shares
remained available for grant under the Company's stock
option 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 4,000
shares at $5.00 per share and 4,000 shares at $3.75 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 $5.50 per share and
4,000 shares at $3.75 per share.
Retirement Plan
The Company has adopted a 401(k) plan for the benefit
of its officers and employees. Subject to certain
restrictions, a participant may defer up to 15% of their
gross compensation into the plan. The Company currently
matches up to 6% of the participant's contribution at a rate
of 50% of the contribution. The plan also allows for
additional contributions by the Company at its discretion.
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, 2001. 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, 2001. 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, 2000, 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, 2000, 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 DECEMBER
11, 2000. 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
December 18, 2000
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 THURSDAY, JANUARY 18, 2001
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 December 11, 2000, at the Annual Meeting of
Shareholders to be held on Thursday, January 18, 2001, 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, M. Brooks
(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: ____________________
_____________________________________________
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.
