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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Clear Channel Communications, 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>
CLEAR CHANNEL COMMUNICATIONS, INC.
P.O. BOX 659512
SAN ANTONIO, TEXAS 78265-9512
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held July 13, 1998
To our Shareholders:
I am pleased to report to you that your Board of Directors has approved
a two-for-one split of the Common Stock of Clear Channel Communications, Inc.
The split is subject to shareholder approval of an amendment to the Company's
articles of incorporation increasing the number of authorized shares of Common
Stock in order to provide sufficient additional shares to make the split
possible. The Board of Directors has also approved a separate amendment to the
Company's articles of incorporation to authorize the issuance of a new class of
preferred stock which will give the Company additional flexibility to obtain
financing and to pursue its acquisition strategy while at the same time
remaining consistent with corporate governance principles.
The Board of Directors unanimously recommends that shareholders approve
the proposed amendments, which are more fully described in the accompanying
materials. Toward that end, you are hereby given notice of and invited to
attend, in person or by proxy, a Special Meeting of Shareholders of the Company
to be held at 200 Concord Plaza (Paine Webber Conference Room-3rd Floor), San
Antonio, Texas on July 13, 1998, at 11:00 a.m., for the following purposes:
1. To amend the Articles of Incorporation to increase the number of
authorized shares of Common Stock of the Company from 150 million
shares to 600 million shares.
2. To amend the Articles of Incorporation to authorize the issuance
of 8 million shares of a new class of preferred stock.
3. To transact any other business which may properly come before the
Meeting or any adjournment thereof.
Your vote is important, since approval of the amendments requires the
vote of two-thirds of the outstanding shares of Common Stock. As a result, IF
YOU DO NOT ATTEND THE MEETING IN PERSON OR RETURN YOUR PROPERLY COMPLETED AND
SIGNED PROXY CARD, YOU WILL EFFECTIVELY BE VOTING AGAINST THE AMENDMENTS.
<PAGE>
Your attention is invited to the accompanying Proxy Statement. In
addition, although mere attendance at the Meeting will not revoke the proxy, a
shareholder present at the Meeting may revoke his or her proxy and vote in
person. To assure that your shares are represented at the Meeting, please
complete, date, sign and mail the enclosed proxy card in the return envelope
provided for that purpose.
By Order of the Board of Directors
L. Lowry Mays
Chairman of the Board
and Chief Executive Officer
San Antonio, Texas
May ___, 1998
<PAGE>
2
CLEAR CHANNEL COMMUNICATIONS, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD JULY 13, 1998
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy card is furnished in
connection with the solicitation by the Board of the Directors (the "Board") of
Clear Channel Communications, Inc. (the "Company") of proxies for use at a
Special Meeting of Shareholders (the "Meeting") to be held on July 13, 1998, or
at any adjournment thereof, as set forth in the accompanying Notice of Special
Meeting of Shareholders. Proxies are solicited to give all shareholders of
record at the close of business on May 28, 1998, an opportunity to vote on
matters that come before the Meeting. Shares can be voted only if the
shareholder is present in person or is represented by proxy.
When your proxy card is returned properly signed, the shares
represented will be voted in accordance with your directions. You can specify
your choice by marking the appropriate box on the enclosed proxy card. If your
proxy card is signed and returned without specifying a choice, the shares will
be voted as recommended by the directors. You may revoke your proxy at any time
before it is exercised by so notifying the Secretary of the Company in writing
or in person. Any proxy which is not revoked will be voted at the Meeting. This
Proxy Statement and the accompanying proxy card are being sent to the
shareholders of the Company on or about June 1, 1998.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of the Company's Common Stock is necessary to constitute
a quorum at the Meeting. Only votes cast "for" a matter constitute affirmative
votes. Votes "withheld" or abstaining from voting are counted for quorum
purposes, but since they are not cast "for" a particular matter, they will have
the same effect as a negative vote or vote "against" a particular matter. The
affirmative vote of holders of at least two-thirds of the outstanding shares of
Common Stock entitled to vote at the Meeting is required in order to adopt the
proposals set forth in the accompanying Notice of Special Meeting of
Shareholders. If you do not attend the meeting in person or return your properly
completed and signed proxy card, you will effectively be voting against the
amendments. If the amendment relating to the Common Stock is not approved, the
Company will be unable to effect its proposed two-for-one stock split as
described in the accompanying Notice of Special Meeting of Shareholders. In
deciding all questions, a holder of Common Stock is entitled to one vote, in
person or by proxy, for each share held in his name on the record date. Proxies
in the form enclosed will be voted at the Meeting, if properly signed, returned
to the Company prior to the Meeting and not revoked. A proxy may be revoked at
any time before it is voted by giving written notice to the Secretary of the
Company prior to the convening of the Meeting, or by presenting another proxy
card with a later date. If you attend the Meeting and desire to vote in person,
you may request that your previously submitted proxy card not be used. Your vote
is important. Accordingly, you are urged to sign and return the accompanying
proxy card whether or not you plan to attend the Meeting.
On May 28, 1998, the record date for determination of shareholders
entitled to notice of and to vote at the Meeting, there were ____________ shares
of Common Stock issued and outstanding and entitled to vote at the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The table below sets forth information concerning the beneficial
ownership of the Company's Common Stock as of May 15, 1998, for the directors,
the chief executive officer, the four most highly compensated other executive
officers, the directors and executive officers as a group, and each person known
to the Company to own beneficially more than 5% of the Company's outstanding
Common Stock. Except as otherwise noted, each shareholder has sole voting and
investment power with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership of Class
<S> <C> <C>
L. Lowry Mays................................................... 15,225,668 (1) 12%
Karl Eller...................................................... 2,205,525 (2) 2%
Mark P. Mays.................................................... 480,756 (3) *
Alan D. Feld.................................................... 60,250 (4) *
B. J. McCombs................................................... 11,190,186 (5) 9%
Theodore H. Strauss............................................. 134,037 (6) *
John H. Williams................................................ 35,400 (7) *
Scott Eller..................................................... 951,469 (8) 1%
Randall T. Mays................................................. 323,037 (9) *
Putnam Investments(10).......................................... 10,790,769 9%
All Directors and Executive Officers as a Group (12 persons).... 29,719,344 (11) 24%
</TABLE>
- ------------------------
* Less than 1%.
(1) Includes 560,000 shares subject to options held by Mr. Mays and 50,456
shares held by trusts of which Mr. Mays is trustee, but not beneficiary.
(2) Includes 1,085,556 shares subject to options held by Mr. Eller. In
addition, pursuant to that certain Stockholders Agreement between the
Company and EM Holdings LLC dated as of April 10, 1997, Mr. Eller is
deemed to beneficially own 951,469 shares subject to a put right.
(3) Includes 19,788 shares subject to options held by Mr. Mays and 62,316
shares held by trusts of which Mr. Mays is trustee, but not beneficiary.
(4) Includes 52,250 shares subject to options held by Mr. Feld. Excludes
31,180 shares owned by Mr. Feld's wife, as to which Mr. Feld disclaims
beneficial ownership.
(5) Includes 1,000 shares subject to options held by Mr. McCombs and 3,076,726
shares held by trusts of which Mr. McCombs is trustee, but not
beneficiary.
(6) Includes 52,250 shares subject to options held by Mr. Strauss.
(7) Includes 33,500 shares subject to options held by Mr. Williams.
(8) Includes 951,469 shares subject to a put right held by Mr. Eller pursuant
to that certain Stockholders Agreement between the Company and EM Holdings
LLC dated as of April 10, 1997.
(9) Includes 19,788 shares subject to options held by Mr. Mays and 3,516
shares held by trusts of which Mr. Mays is trustee, but not beneficiary.
(10) Address: One Post Office Square, Boston, Massachusetts 02109
(11) Includes 3,424,116 shares subject to options held by such persons and
3,304,899 shares held by trusts of which such persons are trustees, but
not beneficiaries.
PROPOSAL 1: AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
The current authorized capital stock of the Company consists of
2,000,000 shares of preferred stock, $1.00 par value (the "Preferred Stock"),
and 150,000,000 shares of Common Stock, $.10 par value (the "Common Stock"), of
which no shares of Preferred Stock and 123,954,756 shares of Common Stock were
issued and outstanding at May 15, 1998. On May 5, 1998, the Board adopted a
proposed amendment to Article IV of the Company's Restated Articles of
Incorporation (the "Articles of Incorporation") increasing the authorized number
of shares of Common Stock from 150,000,000 shares to 600,000,000 shares for
submission to the shareholders. In addition to the 123,954,756 shares of Common
Stock outstanding on May 15, 1998, approximately 2,929,000 shares are reserved
for issuance upon exercise of currently outstanding options to purchase the
Company's Common Stock and 4,640,840 shares are reserved for issuance upon
conversion of the Company's 25/8% Senior Convertible Notes leaving approximately
18,475,404 shares available for issuance.
Holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of shareholders of the Company and ratably to
receive dividends, if any, as may be declared from time to time by the Board
from funds legally available therefor, subject to the payment of any outstanding
preferential dividends declared with respect to any Preferred Stock that from
time to time may be outstanding. Upon liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in any assets
available for distribution to shareholders after payment of all obligations of
the Company, subject to the rights to receive preferential distributions of the
holders of any Preferred Stock then outstanding.
If the proposed amendment is approved, all or any part of the
authorized but unissued shares of Common Stock may thereafter be issued without
further approval from the shareholders, except as may be required by law or the
policies of any stock exchange on which the shares of stock of the Company may
be listed, for such purposes and on such terms as the Board may determine.
Holders of the capital stock of the Company do not have any preemptive rights to
subscribe for the purchase of any shares of Common Stock, which means that
current shareholders do not have a prior right to purchase any new issue of
Common Stock in order to maintain their proportionate ownership.
The proposed amendment will not affect the rights of existing holders
of Common Stock except to the extent that future issuances of Common Stock will
reduce each existing shareholders' proportionate ownership.
If the proposed amendment is adopted, Section 1 of Article IV of the
Articles of Incorporation would be amended to read as follows:
"Section 1. Authorized Shares. The aggregate number of shares
which the Corporation shall have the authority to issue is
602,000,000 shares, 600,000,000 of which shall be Common Stock
("Common Stock"), par value of $.10 each, and 2,000,000 of which
shall be Preferred Stock ("Preferred Stock"), par value of $1.00
each."
The proposed amendment to Article IV will not change any other aspect
of Article IV.
The Board has determined that it would be appropriate for the Company
to increase the number of its authorized shares of Common Stock in order to have
additional shares available for possible future acquisition or financing
transactions, stock splits, stock dividends and other issuances, or to satisfy
requirements for additional reservations of shares by reason of future
transactions which might require increased reservations.
Since May 1997, the Company has issued over 45 million shares of Common
Stock in connection with various acquisition and financing transactions,
including over 19 million shares issued in connection with the Company's recent
merger with Universal Outdoor Holdings, Inc. The Company's ability to have
additional shares of Common Stock available for issuance in possible future
acquisitions and financings is an essential part of the Company's acquisition
strategy. The Company has effected five-for-four stock splits in February 1992,
February 1993, and February 1994, and two-for-one stock splits in November 1995
and December 1996. An increase in the number of shares of authorized Common
Stock is necessary for the Company to complete the 2-for-1 stock split to be
paid as a stock dividend announced by the Company on May 6, 1998 (the "Stock
Split"). Other than the Stock Split, the Company currently has enough shares of
Common Stock authorized for issuance to consummate all issuances of Common Stock
that have been previously reserved for issuance without amending its Articles of
Incorporation.
The affirmative vote of holders of at least two-thirds of the
outstanding shares of Common Stock entitled to vote at the Meeting is required
in order to adopt the proposed amendment. Unless indicated to the contrary, the
enclosed proxy will be voted for the proposed amendment. Votes "withheld" or
abstaining from voting will have the same effect as a negative vote or a vote
"against" the proposed amendment. Furthermore, if you do not attend the meeting
in person or return your properly completed and signed proxy card, you will
effectively be voting against the amendment and the proposed two-for-one split.
In addition, failure to obtain shareholder approval may have an adverse effect
on the Company's acquisition strategy.
The Board recommends that the shareholders vote "FOR" the proposed
amendment.
PROPOSAL 2: AMENDMENT OF THE ARTICLES OF INCORPORATION TO AUTHORIZE THE
ISSUANCE OF CLASS B PREFERRED STOCK
On May 5, 1998, the Board adopted a proposed amendment to Article IV of
the Articles of Incorporation to authorize the issuance of 8 million shares of a
new class of preferred stock, par value $1.00 per share (the "Class B Preferred
Stock").
At present, the Articles of Incorporation authorize the Board to issue
up to 2,000,000 shares of Preferred Stock at any time or from time to time, in
one or more series, and to fix the rights, preferences, privileges and
qualifications thereof without any vote or action by the shareholders. The
proposed amendment would designate the existing 2,000,000 authorized shares of
Preferred Stock as Class A Preferred Stock. Other than designating the existing
2,000,000 authorized shares of Preferred Stock as Class A Preferred Stock, the
proposed amendment would have no effect on the terms of such Preferred Stock or
on the Board's authority to issue and fix the rights, preferences, privileges
and qualifications of such Preferred Stock. As is now the case with the
Preferred Stock, the issuance of Class A Preferred Stock could decrease the
amount of earnings and assets available for distribution to holders of Common
Stock, and adversely affect the rights and powers, including voting rights, of
such holders and may have the effect of delaying, deferring or preventing a
change in control of the Company. No shares of Preferred Stock have ever been
issued and the Company currently has no plans to issue any shares of the Class A
Preferred Stock.
Under the proposed amendment, the Board would be authorized to issue at
any time or from time to time one or more series of Class B Preferred Stock and
to fix the rights, preferences, privileges and qualifications of such Class B
Preferred Stock without further vote or action by the shareholders provided that
the holders of shares of the Class B Preferred Stock will not be entitled to
more than one vote per share when voting as a class with the holders of shares
of Common Stock.
The issuance of Class B Preferred Stock could decrease the amount of
earnings and assets available for distribution to holders of Common Stock. Even
though voting rights of Class B Preferred Stock are limited as described above,
the issuance of Class B Preferred Stock could be used to discourage attempts to
acquire control of the Company and increase the Board's ability to continue then
current management. Neither the Board nor management is considering the use of
Class B Preferred Stock for such purposes and they are not aware of any present
effort to accumulate the Company's securities for the purpose of gaining control
of the Company. The Board and management represent that they will not issue,
without prior shareholder approval, Class B Preferred Stock (i) for any
defensive or anti-takeover purpose, (ii) to implement any shareholders' rights
plan, or (iii) with features intended to make any attempted acquisition of the
Company more difficult or costly. No Class B Preferred Stock will be issued to
any individual or group for the purpose of creating a block of voting power to
support management on a controversial issue.
It should be noted that the Company's existing Articles of Incoporation
currently contain provisions that could have the effect of delaying or
preventing a change of control of the Company such as the Board's present
ability to issue shares of Preferred Stock without any vote or action by the
shareholders. The Company is also subject to the provisions of the Texas
Business Combination Law. In general, the law prohibits a Texas "issuing public
corporation" from engaging in a "business combination" with an "affiliated
shareholder," or an affiliate or associate thereof, for a period of three years
after the date of the transaction in which the person became an affiliate
shareholder, unless the business combination is approved in a prescribed manner.
Assuming that Proposal 1 increasing the number of authorized shares of
Common Stock as described above is approved, if the proposed amendment is
adopted, Section 1 and Section 2 of Article IV of the Articles of Incorporation
would be amended to read as follows:
"Section 1. Authorized Shares. The aggregate number of shares which
the Corporation shall have the authority to issue is 610,000,000 shares,
consisting of three classes of capital stock:
(a) 600,000,000 shares of Common Stock ("Common Stock"), par
value of $.10 each;
(b) 2,000,000 shares of Class A Preferred Stock ("Class A
Preferred Stock"), par value of $1.00 each; and
(c) 8,000,000 shares of Class B Preferred Stock ("Class B
Preferred Stock"), par value of $1.00 each.
Section 2. Preferred Stock; Designations, Preferences, etc.
(a) Class A Preferred Stock. Shares of Class A Preferred Stock
may be issued from time to time in one or more series. The
Corporation's Board of Directors is authorized, subject to
limitations prescribed by law, to provide for the issuance
of the shares of Class A Preferred Stock in series, and by
filing a statement pursuant to the applicable law of the
State of Texas to establish from time to time the number
of shares to be included in each such series, to determine
the powers, designations, preferences and relative,
participating, optional or other special rights, including
voting rights, and the qualifications, limitations or
restrictions thereof, of each series of Class A Preferred
Stock and may increase or decrease the number of shares
within such series; provided, however, that the Board of
Directors may not decrease the number of shares within a
series to less than the number of shares within such
series that are then outstanding and may not increase the
number of shares within a series above the total number of
authorized shares of Class A Preferred Stock for which the
powers, designations, preferences and rights have not
otherwise been set forth herein. Each share of any series
of Class A Preferred Stock shall be identical with all
other shares of such series.
(b) Class B Preferred Stock. Shares of Class B Preferred Stock
may be issued from time to time in one or more series. The
Corporation's Board of Directors is authorized, subject to
limitations prescribed by law, to provide for the issuance
of the shares of Class B Preferred Stock in series, and by
filing a statement pursuant to the applicable law of the
State of Texas to establish from time to time the number
of shares to be included in each such series, to determine
the powers, designations, preferences and relative,
participating, optional or other special rights, including
voting rights, and the qualifications, limitations or
restrictions thereof, of each series of Class B Preferred
Stock; provided, however, that the holders of shares of
any series of Class B Preferred Stock shall not be
entitled to more than one vote per share when voting as a
class with the holders of shares of Common Stock. The
Board of Directors is further authorized, subject to
limitations prescribed by law, to increase or decrease the
number of shares within any series of Class B Preferred
Stock; provided, however, that the Board of Directors may
not decrease the number of shares within a series to less
than the number of shares within such series that are then
outstanding and may not increase the number of shares
within a series above the total number of authorized
shares of Class B Preferred Stock for which the powers,
designations, preferences and rights have not otherwise
been set forth herein. Each share of any series of Class B
Preferred Stock shall be identical with all other shares
of such series."
The proposed amendment to Article IV will not change any other aspect
of Article IV.
Preferred stock is a widely used and attractive form of equity
financing. The Board believes that amending the Articles of Incorporation to
permit the Board to authorize the issuance of Class B Preferred Stock will
provide flexibility for future financings. The Company also could issue Class B
Preferred Stock for other corporate purposes, such as to implement equity
alliances or to make acquisitions. However, the Company currently has no plans
to issue any shares of Class B Preferred Stock. If the proposed amendment is
approved, the Board will be able to specify the precise characteristics of Class
B Preferred Stock to be issued, depending on current market conditions and the
nature of specific transactions. The Board believes that, as structured, the
authorization of the Class B Preferred Stock is in the best interest of
shareholders and the Company since it could not disproportionately affect the
voting power of existing shareholders, is consistent with corporate governance
principles, and will enable the Company to take advantage of financing
alternatives at lower effective costs.
The affirmative vote of holders of at least two-thirds of the
outstanding shares of Common Stock entitled to vote at the Meeting is required
in order to adopt the proposed amendment. Unless indicated to the contrary, the
enclosed proxy will be voted for the proposed amendment. Votes "withheld" or
abstaining from voting will have the same effect as a negative vote or a vote
"against" the proposed amendment. Furthermore, if you do not attend the meeting
in person or return your properly completed and signed proxy card, you will
effectively be voting against the amendment.
The Board recommends that the shareholders vote "FOR" the proposed
amendment.
SHAREHOLDER PROPOSALS
A proper proposal submitted by a Company shareholder for consideration
at the Company's 1999 Annual Meeting of Shareholders and received at the
Company's executive offices no later than December 30, 1998 will be included in
the Company's Proxy Statement and form of proxy relating to such Annual Meeting.
If the proposal is adopted, it will be included in the information statements
distributed to shareholders.
GENERAL
Neither management nor the Board knows of any matter to be acted upon
at the Meeting other than the matters described above. If any other matter
properly comes before the Meeting, however, the proxy holders will vote thereon
in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company. Following
the original mailing of the proxy soliciting material, regular employees of the
Company may solicit proxies by mail, telephone, telegraph and personal
interview. The Company has also retained Georgeson & Company Inc. to aid in the
solicitation of proxies, at an estimated cost of [$10,000] plus reimbursement of
reasonable out-of-pocket expenses. Proxy cards and materials will also be
distributed to beneficial owners of stock, through brokers, custodians, nominees
and other like parties, and the Company expects to reimburse such parties for
their charges and expenses connected therewith.
Kenneth E. Wyker
Secretary
<PAGE>
CLEAR CHANNEL COMMUNICATIONS, INC.
Proxy Solicited on Behalf of the Board of Directors for
a Special Meeting of Shareholders to be held July 13, 1998
The undersigned hereby appoints L. Lowry Mays and Alan D. Feld, and
each of them, proxies of the undersigned with full power of substitution for and
in the name, place and stead of the undersigned to appear and act for and to
vote all shares of CLEAR CHANNEL COMMUNICATIONS, INC. standing in the name of
the undersigned or with respect to which the undersigned is entitled to vote and
act at a Special Meeting of Shareholders of said Company to be held in San
Antonio, Texas on July 13, 1998 at 11:00 A.M., central time, or at any
adjournments or postponements thereof, with all powers the undersigned would
possess of then personally present, as indicated on the reverse side.
This undersigned acknowledges receipt of notice of said meeting and
accompanying Proxy Statement and ratifies and confirms all acts that any of the
said proxy holders or their substitutes may lawfully do or cause to be done by
virtue hereof.
(Continued and to be dated and signed on the reverse side.)
CLEAR CHANNEL COMMUNICATIONS, INC.
P.O. BOX 11181
NEW YORK, N.Y. 10203-0181
<PAGE>
1. Amendment of the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Amendment of the Company's Articles of Incorporation to authorize the
issuance of a new class of preferred stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment(s)
thereof.
Change of Address and/or Comments: [ ]
Please sign your name exactly as it appears hereon. Joint owners should
sign personally. Attorney, Executor, Administrator, Trustee or Guardian should
indicate full title.
Dated:____________________________________, 1998
- -----------------------------------------------
Shareholder's signature
- -----------------------------------------------
Shareholder's signature if stock held jointly
Sign, Date, and Return the Proxy Card Promptly Using the Enclosed Envelope.
Votes MUST be indicated (X) in Black or Blue Ink.
