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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
NORTHWEST TELEPRODUCTIONS, 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 transactions 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>
NORTHWEST TELEPRODUCTIONS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
SEPTEMBER 10, 1997
TO THE SHAREHOLDERS OF NORTHWEST TELEPRODUCTIONS, INC.:
The 1997 Annual Meeting of Shareholders of Northwest Teleproductions, Inc. will
be held at the offices of the Company, 4000 WEST 76TH STREET, Minneapolis,
Minnesota, on Wednesday, September 10, 1997, at 9:00 A.M., Minnesota time, for
the following purposes:
1. To set the number of members of the Board of Directors at seven (7).
2. To elect directors of the Company for the ensuing year.
3. To consider and act upon a proposal to approve the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the
current fiscal year ending March 31, 1998.
4. To take action upon any other business that may properly come before
the Meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the close of
business on Friday, July 25, 1997, will be entitled to vote at the Meeting or
any adjournment thereof. Each shareholder is entitled to one vote per share on
all matters to be voted on at the Meeting.
You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting, please sign, date and return your Proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing and
returning your Proxy will help avoid further solicitation expense to the
Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you by order
of the Board of Directors.
PHILLIP A. STADEN,
Secretary
Dated: August 7, 1997
Minneapolis, Minnesota
<PAGE>
NORTHWEST TELEPRODUCTIONS, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 10, 1997
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Northwest Teleproductions,
Inc. (the "Company") for use at the Annual Meeting of Shareholders to be held on
September 10, 1997, and at any adjournment thereof, for the purposes set forth
in the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and mailing the
Proxies and soliciting material, will be borne by the Company. Directors,
officers and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally or by telephone.
Any shareholder giving a Proxy may revoke it at any time prior to its use at the
Meeting by giving written notice of such revocation to the Secretary or other
officer of the Company or by filing a new written Proxy with an officer of the
Company. Personal attendance at the Meeting is not, by itself, sufficient to
revoke a Proxy unless written notice of the revocation or a subsequent Proxy is
delivered to an officer before the revoked or superseded Proxy is used at the
Meeting.
Proxies not revoked will be voted in accordance with the choice specified by
shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
Meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote shall be deemed
present at the Meeting for purposes of determining a quorum but shall not be
deemed to be represented at the Meeting for purposes of calculating the vote
required for approval of such matter.
The mailing address of the Company's principal executive office is 4000 West
76th Street, Minneapolis, Minnesota 55435. The Company expects that this Proxy
Statement and the related Proxy and Notice of Annual Meeting will first be
mailed to shareholders on or about August 7, 1997.
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed July 25, 1997 as the record date
for determining shareholders entitled to vote at the Annual Meeting. Persons who
were not shareholders on such date will not be allowed to vote at the Annual
Meeting. At the close of business on July 25, 1997, 1,356,425 shares of the
Company's Common Stock, par value $.01 per share, were issued and outstanding.
Such $.01 par value Common Stock is the only outstanding class of stock of the
Company. Each share of Common Stock is entitled to one vote. Holders of the
Common Stock are not entitled to cumulative voting rights in the election of
directors. The presence at the Annual Meeting in person or by proxy of the
holders of a majority of the outstanding shares of the Company's Common Stock
constitutes a quorum for the transaction of business.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons known to
the Company to be the beneficial owners of more than five percent (5%) of the
Company's outstanding Common Stock as of July 25, 1997:
AMOUNT AND
NAME AND ADDRESS NATURE OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS
- ------------------- --------------------- -----
James H. Binger 185,109 13.6%
Revocable Trust
80 South Eighth St.
Minneapolis, Minnesota
McDonald & Co. Securities 104,630 7.7%
800 Superior Avenue
Cleveland, Ohio
- -----------------------
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares. The
share amounts are based upon information set forth in the shareholder's
latest filing with the Company or the Securities and Exchange Commission,
as updated by any subsequent information voluntarily provided to the
Company by the shareholder.
<PAGE>
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of July 25, 1997, by each executive officer of the
Company named in the Summary Compensation Table, by each of the Company's
current directors and by all of such directors and executive officers (including
the named individuals) as a group.
NAME OF DIRECTOR OR NUMBER OF SHARES PERCENT OF
OFFICER OR IDENTITY OF GROUP BENEFICIALLY OWNED(1) CLASS
- ---------------------------- --------------------- -----
James S. Fish 27,000(2) *
C. Dale Haworth 2,000(3) *
Ronald V. Kelly 17,500(2) *
John G. Lindell 126,937(4) 4.2%
Steven Lose 250 *
John C. McGrath 0 0
Gerald W. Simonson 43,160(2) 2.1%
Phillip A. Staden 300 *
Directors and Executive Officers
as a group (8 persons) 217,147(5) 14.7%
- -----------------------------
*Less than 1%
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares.
(2) Includes 17,000 shares which may be purchased upon exercise of currently
exercisable options and warrants.
(3) Such shares are not outstanding but may be purchased upon exercise of
currently exercisable options.
(4) Mr. Lindell has sole voting and sole investment power over 44,012 shares
owned directly by him and shares voting and investment power with his wife
over 10,925 shares. Amount includes 72,000 shares which may be purchased
upon exercise of currently exercisable options and warrants.
(5) Includes 125,000 shares which may be purchased upon exercise of currently
exercisable options and warrants.
ELECTION OF DIRECTORS
(PROPOSALS #L AND #2)
GENERAL INFORMATION
The Bylaws of the Company provide that the number of directors shall not be less
than the minimum required by law and that in accordance with such requirement
the number of directors to be elected for the ensuing year shall be determined
by the shareholders at each annual meeting. The Board of Directors recommends
that the number of directors be set at seven. Under applicable Minnesota law,
approval of the proposal to set the number of directors at seven, as well as the
election of each nominee, requires the affirmative vote of the holders of the
greater of (1) a majority of the voting power of the shares represented in
person or by proxy at the Annual Meeting with authority to vote on such matter
or (2) a majority of the voting power of the minimum number of shares that would
constitute a quorum for the transaction of business at the Annual Meeting.
In the election of directors, each Proxy will be voted for each of the nominees
listed below unless the Proxy withholds a vote for one or more of the nominees.
Each person elected as a director shall
<PAGE>
serve for a term of one year and until his successor is duly elected and
qualified. All of the nominees are members of the present Board of Directors. If
any of the nominees should be unable to serve as a director by reason of death,
incapacity or other unexpected occurrence, the Proxies solicited by the Board of
Directors shall be voted by the proxy representatives for such substitute
nominee as is selected by the Board, or, in the absence of such selection, for
such fewer number of directors as results from such death, incapacity or other
unexpected occurrence.
The following table provides certain information with respect to the nominees
for director.
<TABLE>
<CAPTION>
CURRENT
POSITION(S) DIRECTOR
NAME OF NOMINEE AGE WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS SINCE
- --------------- --- ------------ ---------------------------------------------- -----
<S> <C> <C> <C> <C>
James S. Fish 81 Director Sole owner of Ad-Ventures in Wayzata (a 1979
private marketing communications consulting
firm) from June 1979 to present; Dean Emeritus
of Graduate Programs in Business
Communications at the University of St. Thomas
in St. Paul, Minnesota from December 1983 to
June 1987.
C. Dale Haworth 64 Director Retired; Chief Executive Officer from 1970 to 1996
1995 of Haworth Group, Inc. (a media buying
service); Marketing Advertising Executive with
General Mills from 1954 to 1970.
Ronald V. Kelly 61 Director Retired; Senior Vice President from September 1996
1992 to August 1996 of Pentair, Inc. (a
diversified industrial manufacturer); Vice
President and Specialty Products Group
President at Pentair from March 1989 to
September 1992.
John G. Lindell 65 Chairman Chairman of the Board effective February 5, 1970
and 1996 and interim President of the Company from
Director April 1, 1996 to November 3, 1996. Prior to
his retirement, President (from January 1981
to December 1985) and Chief Operating Officer
(from November 1979 to December 1985) of
RayGo, Inc. (a heavy equipment manufacturer).
Steven Lose 38 Director Director of North American Sales of Scitex 1997
Digital Video, Inc. (a video equipment
manufacturer) since April 1995. Regional Sales
Manager of Accom, Inc. (a video equipment
manufacturer) from March 1992 to April 1995.
John C. McGrath 39 President President and Chief Executive Officer of the 1996
and Company since November 4, 1996. Chief
Director Operating Officer of Cutters, Inc. (a
nationally recognized post-production and
design facility) from January 1990 to November
1996.
<PAGE>
CURRENT
POSITION(S) DIRECTOR
NAME OF NOMINEE AGE WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS SINCE
- --------------- --- ------------ ---------------------------------------------- -----
Gerald W. 67 Director Venture capital investor since June 1978; 1976
Simonson President and Chief Executive Officer of
Omnetics Connector Corporation (manufacturer
of microminiature connectors) since March
1991. Also currently a director of Medtronic,
Inc.
</TABLE>
COMMITTEE AND BOARD MEETINGS
The Company's Board of Directors has an Audit Committee which reviews with
the Company's independent auditors the annual financial statements and the
results of the annual audit. The Audit Committee also is used to review
potential conflict of interest situations involving related party
transactions. The Audit Committee's members are Mr. Haworth, Mr. Kelly and
Mr. Simonson. The Audit Committee met twice during fiscal 1997.
The Board also has a Compensation Committee currently consisting of all Board
members. The Committee reviews and recommends the compensation to be paid to the
Company's officers. During fiscal 1997, the Compensation Committee met once. The
Board does not have a nominating committee.
The Company's Board of Directors held nine meetings during fiscal 1997. Each
incumbent director attended seventy-five percent or more of the total number of
meetings of the Board and of Committee(s) of which he or she was a member.
DIRECTORS FEES
Each director who is not an employee of the Company receives $200 for each Board
of Directors or Committee meeting attended by him or her, with an annual maximum
of $2,000, and annual fees of $4,000 payable at a rate of $1,000 for each fiscal
quarter during which he or she serves as a director.
CERTAIN TRANSACTIONS
In order to facilitate restructure of the Company's bank line and to provide
funding for operations, in July 1996 and February 1997 the Board authorized the
issuance of $562,500 of 10.5% Subordinated Notes with a Warrant to each investor
to purchase, at $2.50 per share, a number of shares of Common Stock of the
Company equal to the principal amount of such investor's Note divided by the
Warrant exercise price. The directors of the Company purchased $412,500 of the
Notes in July 1996 and $150,000 of the Notes in February 1997. The shares
purchasable upon exercise of the Warrants granted by the Company have been
included in the Management Shareholdings table on page 3.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation paid
during the Company's last fiscal year to the Company's President (who serves as
chief executive officer) and to each other executive officer whose total salary
and bonus for fiscal 1997 exceeded $100,000. Such persons became executive
officers of the Company during fiscal 1997.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------ ----------------------------------------------------
AWARDS PAYOUTS
----------------------- ---------
RESTRICTED
NAME AND STOCK LTIP ALL OTHER
PRINCIPAL FISCAL SALARY(1) BONUS(2) AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) OTHER ($) /SARS (#) ($) ($)(3)
-------- ------ -------- ------- ----- ---------- --------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C McGrath, 1997 $ 82,981(4) 12,084 0 None 50,000 None 2,075
President
Phillip A. Staden 1997 100,635 10,000 0 None 15,000 None 3,007
Vice President
</TABLE>
- ---------------------------
(1) Amounts under "Salary" also include the executive's salary deferral
contributions to the Company's 401(k) profit sharing plan.
(2) Bonus amounts are accrued and not yet paid.
(3) Amounts reflect Company contributions to the Company's 401(k) profit
sharing plan.
(4) Amounts reflect payments received from his hiring date of November 4, 1997.
OPTION/SAR GRANTS DURING 1997 FISCAL YEAR
The following table sets forth the options that have been granted to the
executive officers listed in the Summary Compensation Table during the Company's
last fiscal year ended March 31, 1997:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE
NAME GRANTED FISCAL YEAR ($/SHARE) EXPIRATION DATE
---- ------- ----------- --------- ---------------
<S> <C> <C> <C> <C>
John C. McGrath 50,000(1) 77.0% $2.00 11/3/01
Phillip A. Staden 15,000(2) 23.0% $2.00 11/3/01
</TABLE>
- ------------------------
(1) Such option is exercisable in annual increments of 16,666 shares each,
commencing November 4, 1997.
(2) Such option is exercisable in annual increments of 5,000 shares each,
commencing November 4, 1997.
OPTION/SAR EXERCISES DURING FISCAL 1997
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides certain information regarding the exercise of stock
options during fiscal 1997 by the officers named in the Summary Compensation
Table and the fiscal year-end value of unexercised options held by such
officers.
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES VALUE NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED REALIZED OPTIONS AT FISCAL YEAR END FISCAL YEAR END ($)
NAME ON EXERCISE ($) (EXERCISABLE/UNEXERCISABLE) EXERCISABLE/UNEXERCISABLE(1)
---- ----------- -------- --------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
John C. McGrath 0 0 0 50,000 0 $43,750
Phillip A. Staden 0 0 0 15,000 0 $13,125
</TABLE>
- ----------------------------
(1) Market value of underlying securities at March 27, 1997, the last day of
fiscal 1997 on which there was a stock trade ($2.875), minus the exercise
price.
EMPLOYMENT CONTRACTS
The Company has an Employment Agreement, dated November 2, 1996, with John C.
McGrath whereby Mr. McGrath will serve as President and Chief Executive Officer
for a term continuing until October 31, 1998 and renewable annually thereafter
for one-year terms. Mr. McGrath receives a base annual salary of $200,000 and is
eligible to receive an incentive bonus based upon 5% of pre-tax earnings for a
fiscal year in excess of 8% of shareholder equity at the beginning of the fiscal
year. The Agreement is terminable by written agreement of the parties, by the
Company for cause or by Mr. McGrath without cause upon 60 days written notice to
the Company, in which case the Company has no further obligation to Mr. McGrath
except for accrued benefits and any compensation earned through the last day of
employment. The Agreement may also be terminated by the Company without cause,
in which case the Company is obligated to pay Mr. McGrath's base salary and
accrued benefits for the greater of (i) the unexpired initial term of employment
(or, if the Agreement has been renewed, the unexpired portion of the one-year
renewal term) and (ii) the one-year period following termination of employment
provided Mr. McGrath continues to abide by the noncompete provisions of the
Agreement. If the Agreement is terminated without cause either by Mr. McGrath or
the Company within one year of a "change of control" of the Company, the Company
is obligated to pay Mr. McGrath's base salary and accrued benefits for the
greater if (i) the unexpired initial term of employment (or, if the Agreement
has been renewed, the unexpired portion of the one-year renewal term) and (ii)
the one-year period following termination of employment so long as Mr. McGrath
continues to abide by the noncompete provisions of the Agreement; provided,
however, Mr. McGrath will not receive any payments under the Employment
Agreement or any other agreement with the Company which would constitute a
"parachute payment" under Section 280G of the Internal Revenue Code.
APPROVAL OF SELECTION OF AUDITORS
(PROPOSAL #2)
The Board of Directors of the Company, upon recommendation of its Audit
Committee, has selected Deloitte & Touche LLP as independent auditors of the
Company for the current fiscal year ending March 31, 1998. Deloitte & Touche LLP
has acted as independent auditors for the Company since 1976. The Board of
Directors desires that the selection of such auditors for the current 1998
fiscal year be submitted to the shareholders for approval. If the selection is
not approved, the Board of Directors will reconsider its decision.
A representative of Deloitte & Touche LLP is expected to be present at the 1997
Annual Meeting and will be given an opportunity to make a statement if so
desired. Such representative is also expected to be available to respond to
appropriate questions at the Meeting.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% shareholders ("Insiders") are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the company's knowledge, based on a review of the copies of such reports
furnished to the Company, during the fiscal year ended March 31, 1997, all
Section 16(a) filing requirements applicable to Insiders were complied with
except that Mr. Ronald V. Kelly's Form 3 was filed late and Messrs. James S.
Fish and John G. Lindell were each late filing a form to report one transaction.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the 1997
Annual Meeting. If any other matter does properly come before the Meeting, the
appointees named in the Proxies will vote the Proxies in accordance with their
best judgment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the 1998 annual meeting must be received by the Company by
April 26, 1998 to be includable in the Company's proxy statement and related
proxy for the 1998 annual meeting.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year ended
March 31, 1997, including financial statements, accompanies this Notice of
Annual Meeting and Proxy Statement. No part of such Report is incorporated
herein or is to be considered proxy soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 1997 TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CORPORATE SECRETARY,
NORTHWEST TELEPRODUCTIONS, INC., 4000 WEST 76TH STREET, MINNEAPOLIS, MINNESOTA
55435.
Dated: August 7, 1997
Minneapolis, Minnesota
<PAGE>
NORTHWEST TELEPRODUCTIONS, INC.
PROXY
FOR 1997 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN C. McGRATH and PHILLIP A. STADEN, and
each of them, with full power of substitution, his or her Proxies to represent
and vote, AS DESIGNATED BELOW, all shares of Northwest Teleproductions, Inc.
registered in the name of the undersigned, at the Company's 1997 Annual Meeting
of Shareholders and at any adjournments thereof, and the undersigned hereby
revokes all proxies previously given with respect to the Meeting.
1. Set the NUMBER OF DIRECTORS at seven. . .
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS. Nominees: James Fish, Dale Haworth, Ronald Kelly,
John Lindell, Steven Lose, John McGrath, Gerald Simonson
[ ] FOR ALL nominees listed above [ ] WITHHOLD AUTHORITY
(except those whose names have to vote for ALL nominees
been written on the line below). listed above.
(To WITHHOLD authority to vote for any individual nominee write that nominee's
name on the line below.)
- -------------------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
3. Approve the appointment of Deloitte & Touche LLP as INDEPENDENT AUDITORS
for the current fiscal year. . .
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. OTHER MATTERS. In their discretion, the appointed Proxies are. . .
[ ] AUTHORIZED [ ] NOT AUTHORIZED. . .
to vote upon such other business as may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN FOR A PARTICULAR PROPOSAL, WILL
BE VOTED FOR SUCH PROPOSAL AND, IN THE
CASE OF PROPOSAL #4, WILL BE DEEMED TO
GRANT AUTHORITY UNDER PROPOSAL #4.
Dated: ___________________________, 1997
________________________________________
________________________________________
(PLEASE DATE AND SIGN name(s) exactly as
shown on your stock certificate.
Executors, administrators, trustees,
guardians, etc., should indicate
capacity when signing. FOR STOCK HELD IN
JOINT TENANCY, EACH JOINT OWNER SHOULD
SIGN.)
