` 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:
[ ] 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
FRED'S, 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)(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:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
<PAGE>
FRED'S, INC.
4300 NEW GETWELL ROAD
MEMPHIS, TENNESSEE 38118
----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on Wednesday, June 18, 1997
-------------------
TO THE SHAREHOLDERS OF FRED'S, INC.:
Notice is hereby given that the Annual Meeting of Shareholders
of Fred's, Inc. (the "Company") will be held at the Wilson World
Hotel, 2715 Cherry Road, Memphis, Tennessee 38118 on Wednesday,
June 18, 1997, at 10:00 A.M., Central Daylight Time, for the
following purposes:
1. To elect the Company's Board of Directors;
2. To ratify the designation of Price Waterhouse LLP as
independent auditors of the Company.
The accompanying Proxy Statement contains further information with
respect to these matters.
Only shareholders of record at the close of business on April 25,
1997, will be entitled to vote at the meeting or any adjournment
thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
By order of the Board of Directors,
/s/ Charles S. Vail
Charles S. Vail
Secretary
May 15, 1997
FRED'S, INC.
4300 NEW GETWELL ROAD
MEMPHIS, TENNESSEE 38118
PROXY STATEMENT
For Annual Meeting of Shareholders, June 18, 1997
The enclosed proxy is solicited by the Board of Directors (the
"Board" or "Board of Directors") of Fred's, Inc. (the "Company") to
be voted at the Annual Meeting of Shareholders to be held on June
18, 1997, at 10:00 A.M., Central Daylight Time, at the Wilson World
Hotel, 2715 Cherry Road, Memphis, Tennessee 38118, or any
adjournments thereof (the "Annual Meeting"). At the Annual
Meeting, the presence in person or by proxy of the holders of a
majority of the total number of shares of outstanding Class A
common stock ("Common Stock") will be necessary to constitute a
quorum.
All Directors shall be elected by a majority of the votes cast
by the holders of Common Stock, all such shareholders being present
in person or by proxy, and being entitled to vote in the election.
All shares represented by properly executed proxies will be
voted in accordance with the instructions indicated thereon unless
such proxies previously have been revoked. If any proxies of
holders of Common Stock do not contain voting instructions, the
shares represented by such proxies will be voted FOR Proposals 1
and 2. The Board of Directors does not know of any business to be
brought before the Annual Meeting, other than as indicated in the
notice, but it is intended that, as to any other such business
properly brought before the meeting, votes may be cast pursuant to
the proxies in accordance with the judgment of the persons acting
thereunder.
Any shareholder who executes and delivers a proxy may revoke
it at any time prior to its use upon (a) receipt by the Secretary
of the Company of written notice of such revocation; (b) receipt by
the Secretary of the Company of a duly executed proxy bearing a
later date; or (c) appearance by the shareholder at the meeting and
his request for the return of his proxy.
A copy of this Proxy Statement and the enclosed Proxy Card are
first being sent to shareholders on or about April 30, 1997.
Voting Securities
-----------------
Only shareholders of record at the close of business on April
25, 1997 will be entitled to vote at the Annual meeting. As of
such date, the Company had outstanding and entitled to vote at the
Annual meeting 9,384,741 shares of Common Stock. Each share of
Common Stock is entitled to one vote for all matters before the
Annual meeting.
Ownership of Common Stock
by Directors,
Officers and Certain Beneficial Owners
--------------------------------------
The following table sets forth the beneficial ownership of
Fred's Common Stock as of April 25, 1997, by (i) beneficial owners
of more than five percent of Fred's Common Stock, (ii) each
director, (iii) each nominee for director and (iv) all directors
and officers of Fred's as a group.
<TABLE>
<CAPTION>
Shares of the Company's Common
Stock Beneficially Owned (1)
------------------------------
Beneficial Owner Shares Percent(2)
- ---------------- ------ ----------
<S> <C> <C>
Michael J. Hayes (3) 972,164 10.3
Memphis Retail Investors
Limited Partnership (3)(4) 890,395 9.4
David A. Gardner (4) 840,188 8.9
Franklin Resources, Inc. (5) 751,900 7.9
FMR Corp.(6) 702,900 7.4
Roger T. Knox (7) 10,250 *
John R. Eisenman (7) 9,750 *
All Directors and Officers as a
Group (13 persons including the
current directors named above)(8) 1,897,809 20.0
</TABLE>
* Less than 1%
- --------------------
(1) As used in this table, beneficial ownership means the sole or
shared power to vote, or direct the voting of, a security, or
the sole or shared power to dispose, or direct the
disposition, of a security. Except as otherwise indicated,
all persons listed above have (i) sole voting power and
investment power with respect to their shares of Fred's Common
Stock, except to the extent that authority is shared by
spouses under applicable law, and (ii) record and beneficial
ownership with respect to their shares of Fred's Common Stock.
(2) Calculated as the number of shares beneficially owned, divided
by 9,488,759 which consists of the total outstanding shares of
Fred's Common Stock (9,384,741) and vested options (104,018)
as of April 25, 1997.
(3) Amounts included as beneficially owned by Mr. Hayes include
200 shares owned by his wife and 890,295 shares owned by
Memphis Retail Investors Limited Partnership ("MRILP") which
are attributable to Mr. Hayes, his wife and three children.
(4) Amounts included as beneficially owned by Mr. Gardner include
100 shares owned by MRILP. Mr. Gardner disclaims beneficial
ownership of the 89,402 shares of Fred's Common Stock owned by
his wife, which are not included in the table.
(5) Based on Franklin Resources, Inc. most recent filing with the
Commission with respect to Fred's Common Stock.
(6) Pursuant to FMR Corp.'s most recent filing with the Commission
with respect to Fred's Common Stock, FMR Corp. does not
participate in the power to vote Fred's shares.
(7) Includes the right to acquire 8,750 shares upon the exercise
of vested options.
(8) Includes the right to acquire 23,289 shares upon the exercise
of vested options.
(9) The address of MRILP and Mr. Hayes is 4300 New Getwell Road,
Memphis, Tennessee 38118. Mr. Gardner's address is 445 Park
Avenue, Suite 1600, New York, New York 10022. The address of
Franklin Resources, Inc. is 777 Mariners Island Blvd., San
Mateo, California 94404. The address of FMR Corp. is 82
Devonshire Street, Boston, Massachusetts 02109.
FRED'S PROPOSAL 1 (ELECTION OF DIRECTORS)
Election of Directors
Four directors, constituting the entire Board of Directors,
are to be elected at the Annual Meeting to serve one year or until
their successors are elected. The Board of Directors proposes the
election of the following nominees:
<TABLE>
<CAPTION>
Principal Occupation,
Nominee Age Business and Directorships
- ------- --- --------------------------
<S> <C> <C>
Michael J. Hayes.... 55 Director and Managing Director (1)
David A. Gardner.... 49 Director and Managing Director (1)
John R. Eisenman.... 55 Director
Roger T. Knox....... 59 Director
</TABLE>
- --------------------
(1) According to the By-laws of Fred's, the Managing Directors
(Messrs. Hayes and Gardner) are the chief executive officers
of Fred's and have general supervisory responsibility for the
business of Fred's.
Michael J. Hayes was elected a director of Fred's in January
1987 and has been a Managing Director and the Chief Executive
Officer of Fred's since October 1989 and President since May 1991.
Additionally, Mr. Hayes is a Managing Director of Hayes Financial
Corp. He was previously employed by Oppenheimer & Company, Inc. in
various capacities from 1976 to 1985, including Managing Director
and Executive Vice-President -- Corporate Finance and Financial
Services.
David A. Gardner was elected a director of Fred's in January
1987 and has been a Managing Director of Fred's since October 1989.
Mr. Gardner has been President of Gardner Capital Corporation, a
real estate and venture capital investment firm since April 1980.
Additionally, Mr. Gardner is a director of Gulfstar Energy, Inc.,
and Joyce International, Inc.
John R. Eisenman is involved in real estate investment and
development with REMAX Island Realty, Inc., located in Hilton Head
Island, South Carolina. Mr. Eisenman has been engaged in
commercial and industrial real estate brokerage and development
since 1983. Previously, he founded and served as President of
Sally's, a chain of fast food restaurants from 1976 to 1983, and
prior thereto held various management positions in manufacturing
and in securities brokerage.
Roger T. Knox has served the Memphis Zoological Society as its
President and Chief Executive Officer since January 1989. Mr. Knox
was the President and Chief Operating Officer of Goldsmith's
Department Stores, Inc. (a full-line department store in Memphis
and Jackson, Tennessee) from 1983 to 1989 and its Chairman of the
Board and Chief Executive Officer from 1987 to 1989. Prior
thereto, Mr. Knox was with Foley's Department Stores in Houston,
Texas for 20 years.
If, for any reason, any of the nominees shall become
unavailable for election, the individuals named in the enclosed
proxy may exercise their discretion to vote for any substitutes
chosen by the Fred's Board of Directors, unless the Board of
Directors should decide to reduce the number of directors to be
elected at the Annual Meeting. Fred's has no reason to believe
that any nominee will be unable to serve as a director.
For information concerning the number of shares of Fred's
Common Stock owned by each director, and all directors and officers
as a group as of April 25, 1997, see "Ownership of Common Stock by
Directors, Officers and Certain Beneficial Owners." There are no
family relationships between any directors or executive officers of
Fred's.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of reports of beneficial ownership
of Fred's Common Stock and written representations furnished to
Fred's by its officers, directors and principal shareholders,
Fred's is not aware of any such reporting person who or which
failed to file with the Commission on a timely basis any required
reports of changes in beneficial ownership.
During the last fiscal year, Fred's Board of Directors held
six meetings. Messers. Hayes, Gardner, Eisenman and Knox attended
all of the Board meetings. Non-employee directors of Fred's are
paid for their services as such $12,000 per year plus reasonable
expenses for meeting attendance. The Board of Directors does not
have a nominating committee.
Audit Committee
The Audit Committee is responsible for recommending the
independent public accountants for Fred's, reviewing the scope of
the audit and reviewing the report of the independent public
accountants. The Audit Committee, which is comprised of Messers.
Eisenman, Gardner and Knox, met one time during the last fiscal
year, and all Committee members were in attendance.
Compensation Committee
The Compensation Committee reviews and approves the salaries
and incentive compensation of officers and recommends the grants of
restricted stock and stock options under Fred's long-term incentive
plans. The Compensation Committee, which is comprised of Messers.
Gardner, Eisenman, and Knox, met one time during the last fiscal
year, and all Committee members were in attendance. The Board of
Directors approves the grant of restricted stock and stock options
recommended by the Committee.
Executive Compensation
The following table sets forth the cash compensation paid, as
well as certain other compensation paid or accrued, to Fred's chief
executive officer and to each of the other four most highly
compensated executive officers whose aggregate cash compensation
exceeded $100,000 during the indicated fiscal years (the "named
Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------- --------------------------------
- -------
Name and Restricted Option All
Other
Principal Salary Bonus Stock Awards Awards
Compensation(1)
Position Year ($) ($) ($) (#)
($)
<S> <C> <C> <C> <C> <C> <C>
Michael J. Hayes 1996 180,000 -- -- --
992
Managing Director, Chief 1995 180,000 -- -- --
946
Executive Officer and 1994 180,000 -- -- --
940
President
David A. Gardner(2) 1996 120,000 -- -- --
- --
Managing Director 1995 120,000 -- -- --
- --
1994 120,000 -- -- --
- --
Michael K. Spear (3) 1996 86,308 -- -- --
- --
Executive Vice President- 1995 145,962 -- -- --
- --
Merchandising 1994 -- -- -- --
- --
Joe M. Carter(4) 1996 -- -- -- --
- --
Executive Vice President- 1995 66,462 -- -- --
544
Strategic Development 1994 108,000 -- -- 8,500
1,015
Gary E. Hendren(5) 1996 -- -- -- --
- --
Executive Vice President- 1995 -- -- -- --
- --
Retail Operations 1994 113,403 -- -- 8,500
1,169
</TABLE>
_________________________
(1) Fred's contributions to defined contribution plans (401(k) and
Incentive Plan).
(2) Payments for Mr. Gardner's services are made to Gardner
Capital Corporation under a contractual relationship between
that company and Fred's.
(3) Mr. Spear joined Fred's on March 6, 1995. He resigned his
employment with Fred's for personal reasons on July 1, 1996,
and the restricted stock awards and option awards reflected
above terminated.
(4) Mr. Carter left the employ of Fred's on August 25, 1995.
(5) Mr. Hendren left the employ of Fred's on October 21, 1994.
Option Grants, Exercises and Fiscal Year End Values
---------------------------------------------------
During the last fiscal year, no stock options were granted to
or exercised by any of the Named Executives.
There are no unexercised options outstanding by any of the
Named Executives at February 1, 1997.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of
Fred's, Inc. (the "Committee") is pleased to present its report on
executive compensation. This Committee report documents the
components of Fred's executive officer compensation programs and
describes the basis on which 1996 compensation determinations were
made by the Committee with respect to the executive officers of
Fred's, including the Named Executives.
Compensation Philosophy and Overall Objectives of Executive
Compensation Programs
It is the philosophy of Fred's that executive compensation be
linked to improvements in corporate performance and increases in
shareholder value. The following objectives have been adopted by
the Committee as guidelines for compensation decisions:
- Provide a competitive total compensation package that
enables Fred's to attract and retain key executives.
- Integrate all pay programs with Fred's annual and long-
term business objectives and strategy, and focus
executive behavior on the fulfillment of those
objectives.
- Provide variable compensation opportunities that are
linked with the performance of Fred's and that align
executive remuneration with the interests of
stockholders.
Compensation Program Components
The Committee reviews Fred's compensation program annually to
ensure that pay levels and incentive opportunities are competitive
and reflect the performance of Fred's. The particular elements of
the compensation program for executive officers are further
explained below.
Base Salary - Base pay levels are largely determined through
comparisons with other retailing companies. Actual salaries are
based on individual performance contributions within a salary
structure that is established through job evaluation and job market
considerations. Base pay levels for the executive officers are
competitive within the middle of a range that the Committee
considers to be reasonable and necessary. No increases in base
salary were recommended by the Chief Executive Officer in fiscal
1996 for the Named Executives, based on performance and competitive
considerations, and the Committee acted in accordance with the
recommendation.
Incentive Compensation - Fred's officers are eligible to
participate in an annual incentive compensation plan with awards
based primarily on the attainment of various specified levels of
operating profits. The objective of this plan is to deliver
competitive levels of compensation for the attainment of financial
objectives that the Committee believes are primary determinants of
earnings growth. Targeted awards for executive officers of Fred's
under this plan are consistent with targeted awards of other
retailing companies of similar size and complexity to Fred's.
Actual awards are recommended by senior management and are subject
to decrease or increase on the basis of Fred's performance and at
the discretion of the Committee. No awards were made to the Named
Executives of Fred's during 1996.
Fred's Stock Option Program - The Committee strongly believes
that by providing those persons who have substantial responsibility
for the management and growth of Fred's with an opportunity to
increase their ownership of Fred's stock, the best interests of
stockholders and executives will be closely aligned. Therefore,
executives are eligible to receive stock options from time to time,
giving them the right to purchase shares of Fred's Common Stock in
the future at a specified price. The number of stock options
granted to executive officers is based on competitive practices,
with the value of such options estimated by using a Black-Scholes
pricing model.
Discussion of Compensation for the Chief Executive Officer
Mr. Hayes' compensation has not changed since Fred's Common
Stock was first offered to the public in December 1992. The
Committee has considered Mr. Hayes' base compensation to be not in
excess of base compensation paid to other executives similarly
situated, and has deemed his beneficial ownership of Fred's Common
Stock to provide adequate linkage between the interests of Fred's
stockholders and Mr. Hayes' personal interests.
Summary
After its review of all existing programs, the Committee
continues to believe that the total compensation program for
executives of Fred's is competitive with the compensation programs
provided by other companies with which Fred's competes. The
Committee believes that any amounts paid under the incentive
compensation plan will be appropriately related to corporate and
individual performance, yielding awards that are linked to the
annual financial and operational results of Fred's. The Committee
also believes that the stock option program provides opportunities
to participants that are consistent with the returns that are
generated on behalf of Fred's stockholders.
Compensation Committee members: John R. Eisenman,
David A. Gardner and Roger T. Knox
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
Total Return Analysis
3/18/92 1/30/93 1/29/94 1/28/95 2/3/96 2/1/97
------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Fred's, Inc. $100.00 $106.04 $ 95.80 $ 65.55 $ 51.62 $ 67.61
Nasdaq Retail
Trade $100.00 $ 88.61 $ 95.39 $ 79.69 $ 95.18 $117.05
Nasdaq Composite
(US) $100.00 $110.46 $126.45 $123.47 $176.92 $230.35
</TABLE>
Comparison of Cumulative Total Return
The total cumulative return on investment assumes that $100
was invested in Fred's, the NASDAQ Retail Trade Stocks Index and
the NASDAQ Stock Market (U.S.) Index on March 18, 1992 and that all
dividends were reinvested. Fred's Common Stock was not publicly
traded before its public offering on March 18, 1992 at $14.50 per
share.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
Mr. Gardner, a managing director of Fred's, served as a member
of the Compensation Committee for fiscal 1996. See "Ownership of
Common Stock by Directors, Officers and Certain Beneficial Owners"
for information concerning MRILP. Fred's does not currently intend
to enter into material transactions involving its principal
stockholders except for the continuing utilization of the services
of Messrs. Hayes and Gardner as Managing Directors, which services
management believes are on terms as favorable as those that could
be obtained from independent third parties.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE NOMINEES TO FRED'S BOARD OF DIRECTORS.
FRED'S PROPOSAL 2 (RATIFICATION OF SELECTION OF AUDITORS)
The Board of Directors has selected Price Waterhouse LLP to be
the independent accountants of Fred's for the year ending January
31, 1998. The Board of Directors will offer a resolution at the
Annual Meeting to ratify this selection. Price Waterhouse LLP,
which acted as independent accountants of Fred's for the last
fiscal year of Fred's, and is expected to be represented at the
Annual Meeting, will have the opportunity to make a statement, if
they desire to do so, and will be available to respond to
appropriate questions.
The affirmative vote of a majority of the votes cast by the
holders of Fred's Common Stock on this proposal shall constitute
ratification of the selection of Price Waterhouse LLP.
THE BOARD OF DIRECTORS RECOMMENDS STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 1997.
OTHER BUSINESS
The Board of Directors knows of no other business which will
be presented at the meeting. If any other matters properly come
before the Annual Meeting, it is intended that the persons named in
the proxy will act in respect thereof in accordance with their best
judgment.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998
Annual Meeting must be received by the Company no later than
January 15, 1998 and the proposals must meet certain eligibility
requirements of the Securities and Exchange Commission. Proposals
may be mailed to Fred's, Inc., to the attention of the Secretary,
4300 New Getwell Road, Memphis, Tennessee 38118.
SOLICITATION OF PROXIES AND COST THEREOF
The cost of solicitation of the proxies will be borne by the
Company. In addition to solicitation of the proxies by use of the
mails, employees of the Company, without extra remuneration, may
solicit proxies personally or by telecommunications. The Company
will reimburse brokerage firms, nominees, custodians and
fiduciaries for their out-of-pocket expenses for forwarding proxy
materials to beneficial owners and seeking instruction with respect
thereto.
SHAREHOLDERS MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WITHOUT CHARGE (EXCEPT FOR EXHIBITS), BY WRITING TO: SECRETARY,
4300 NEW GETWELL ROAD, MEMPHIS, TENNESSEE 38118.
By order of the Board of Directors,
/s/ Charles S. Vail
Charles S. Vail
Secretary
May 15, 1997
<PAGE>
FRED'S, INC.
WILSON WORLD HOTEL
2715 CHERRY ROAD - MEMPHIS, TENNESSEE, 38118
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS - JUNE 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Charles S. Vail and Richard B. Witaszak, or either of them with
full power of substitution, are hereby authorized to represent and
vote all the shares of common stock of the undersigned at the
Annual Meeting of the Shareholders of Fred's, Inc., to be held June
18, 1997, at 10:00 a.m., local time, or any adjournment thereof,
with all powers which the undersigned would possess if personally
present, in the following manner:
1. Election of Directors for the term of one year.
[ ] FOR all nominees listed below [ ] WITHHOLD ALL AUTHORITY*
(except as marked to the to vote for all
contrary below) nominees listed below
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE THROUGH THE NOMINEE'S NAME BELOW.
Michael J. Hayes David A. Gardner
John R. Eisenman Roger T. Knox
2. Ratification of Price Waterhouse LLP as independent auditors of
the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon
such other business (none at the time of the solicitation of this
Proxy) as may properly come before the meeting or any adjournment
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSITIONS. THIS PROXY SHALL BE VOTED AS DIRECTED, IN THE
ABSENCE OF A CONTRARY DIRECTION, IT SHALL BE VOTED FOR THE
PROPOSALS AND THE PROXIES MAY VOTE IN THEIR DISCRETION UPON SUCH
OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR
ADJOURNMENT THEREOF. The undersigned acknowledges receipt of
Notice of said Annual Meeting and the accompanying Proxy Statement,
and hereby revokes all proxies heretofore given by the undersigned
for said Annual Meeting. THIS PROXY MAY BE REVOKED AT ANY TIME
PRIOR TO VOTING THEREOF.
Dated: ___________________, 1997
________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
(if held jointly)
Please Date this Proxy and Sign Your Name or Names
Exactly as Shown Hereon. When signing as an Attorney,
Executor, Administrator, Trustee or Guardian, Please Sign
Your Full Title as Such. If There Are More than One
Trustee, or Joint Owners, All must Sign. Please Return the
Proxy Card Promptly Using the Enclosed Envelope.
