<PAGE> 1
PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on March 3, 1998
To the Shareholders of PCC Group, Inc.:
The Annual Meeting of Shareholders of PCC Group, Inc. will be held on
Tuesday, March 3, 1998 at 10:00 a.m. Pacific Standard Time, at the Company's
executive offices located at 163 University Parkway, Pomona, California 91768
for the following purposes:
1. To elect a Board of Directors;
2. To consider and act upon a proposal to ratify the selection of
auditors; and
3. To transact any other business which may properly come before the
meeting.
Only shareholders of record at the close of business on Friday, January 16,
1998 are entitled to notice of and to vote at the meeting and any adjournments
thereof.
All shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The giving of
your proxy will not affect your right to vote in person should you later decide
to attend the meeting.
By Order of the Board of Directors
PCC Group, Inc.
Jack Wen
Chief Executive Office and President
Pomona, California
January 30, 1998
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PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
(909) 869-6133
----------------------------
PROXY STATEMENT
For the Annual Meeting of Shareholders
To Be Held
March 3, 1998
----------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PCC Group, Inc., ("PCC Group" or the
"Company"), for the Annual Meeting of Shareholders to be held on Tuesday, March
3, 1998 and any postponements or adjournments thereof (the "Annual Meeting").
This Proxy Statement and the accompanying Notice of Annual Meeting and form of
Proxy were first mailed to shareholders on or about January 30, 1998.
Any shareholder giving a proxy may revoke it before it is voted by
notifying the Secretary of PCC Group in writing before or at the Annual Meeting,
by providing a proxy bearing a later date or by attending the Annual Meeting and
expressing a desire to vote in person. All proxies will be voted as directed by
the shareholder on the proxy card. If no choice is specified, proxies will be
voted "FOR" THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS, "FOR" THE
RATIFICATION OF THE SELECTION OF AUDITORS AND IN THE DISCRETION OF THE PERSONS
ACTING AS PROXIES UPON ANY OTHER MATTERS
Your cooperation in promptly returning the enclosed proxy will reduce PCC
Group's expenses and enable its management and employees to continue their
normal duties for your benefit with minimum interruption for follow-up proxy
solicitation.
Only shareholders of record at the close of business on January 16, 1998
are entitled to receive notice of and to vote at the Annual Meeting. On that
date, PCC Group had outstanding 2,647,839 shares of Common Stock, $.01 par value
("Common Stock"), each of which is entitled to one vote upon each proposal
presented at the Annual Meeting, except that shareholders may have cumulative
voting rights with respect to the election of directors. Under the cumulative
voting method, a shareholder may multiply the number of shares owned by the
number of directors to be elected and cast the total number of votes for any one
candidate or distribute the total number of votes in any proportion among as
many candidates as the shareholder desires. However, a shareholder may not
cumulate votes for a candidate unless such candidate's name has been placed in
nomination prior to the voting and unless a shareholder has given notice at the
Annual Meeting and prior to the voting of his intention to cumulate his votes.
If any shareholder gives such notice, all shareholders (including those voting
by proxy) may then cumulate their votes. The candidates receiving the highest
number of votes up to the number of directors to be elected will be elected.
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The presence at the Annual Meeting, either in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding on the record
date is necessary to constitute a quorum for the transaction of business.
Abstention and broker non-votes (which occur if a broker or other nominee does
not have discretionary authority and has not received voting instructions from
the beneficial owner with respect to the particular item) are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Abstentions are counted in tabulations of the votes cast on
proposals presented to the shareholders and have the same legal effect as a vote
against a particular proposal. Broker non-votes are not taken into account for
purposes of determining whether a proposal has been approved by the requisite
shareholder vote.
If sufficient votes in favor of the proposals are not received by the date
of the Annual Meeting, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitations of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
Annual Meeting. The persons named as proxies will vote in favor of such
adjournment.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting and the enclosed form of Proxy, as well as the cost of
soliciting proxies relating to the Annual Meeting, will be borne by PCC Group.
The original solicitation of proxies by mail may be supplemented by telephone,
telegraph and personal solicitation by officers and other regular employees of
PCC Group, but no additional compensation will be paid to such individuals on
account of such activities. PCC Group will reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding proxy materials to their principals.
ELECTION OF DIRECTORS
Nominees and Voting
The Bylaws of the Company currently provide for five directors. The Board
of Directors will present three nominees for election as directors and will seek
to fill the remaining positions at such future time as a suitable candidate is
selected.
The Board of Directors has nominated for election as directors Jack Wen,
Gary Blum, and George Rodda, Jr., all of whom are incumbent directors. All of
these nominees have indicated that they are able and willing to serve as
directors. All directors hold office until the next Annual Meeting and until
their respective successors are elected and qualified.
The Board of Directors recommends that the shareholders vote "FOR" the
election of its three nominees. Unless otherwise directed, the Board's proxies
intend to vote the shares of Common Stock represented by the proxies in favor of
the election of these nominees. Proxies cannot be voted for a greater number of
persons than the number of nominees named. If for any reason any of these
nominees will be unable to serve, the Board's proxies will vote instead for such
other person or persons as the Board of Directors may recommend.
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Information About Directors and Nominees
The following table sets forth certain information as of January 9, 1998
with respect to the Board's current directors, all of whom are nominees:
<TABLE>
<CAPTION>
Name Director Since
---- --------------
<S> <C> <C>
Jack Wen 43 1989
Gary Blum 57 1992
George Rodda, Jr. 67 1995
</TABLE>
Business Experience of Directors During the Past Five Years
Jack Wen has served as PCC Group's Chairman of the Board, Chief Executive
Officer and President since October 1989.
Gary Blum is the principal of the Law Offices of Gary L. Blum, Los Angeles,
California, which he founded in June 1988. Mr. Blum currently serves as a
director of the following public companies: Digitran Systems, Incorporated, a
company specializing in the manufacturing and marketing of simulator training
devices; DHS Industries, Inc., a marketing research company; and Quantum
Communications, Inc., a company specializing in the development of antennae for
wireless communication devices. From January 1992 to August 1994, Mr. Blum
served as a director of DCC Compact Classics, Inc., a publicly held company
specializing in manufacturing and selling compact discs featuring reissued
recordings. In addition, from December 1992 to June 1994, Mr. Blum served as a
director of E.N. Phillips Company, a publicly held company specializing in the
legalized gaming industry.
George Rodda, Jr. is an attorney with offices in Newport Beach and
Washington, D.C. Mr. Rodda founded WMD Micro Distributors, Inc., the predecessor
corporation to the Company, in 1983. He is also a director of Bagdad Chase,
Inc., a public company which owns mines in California and Idaho.
Meetings of the Board of Directors and Committees
PCC Group maintains Compensation, Nominating and Audit Committees, the
current members of which are Messrs. Wen and Blum.
The Compensation Committee sets the compensation policies applicable to PCC
Group's executive officers, determines the compensation of the executive
officers, subject to review by the Board of Directors and administers PCC
Group's employee stock option plan and stock bonus plan. The Audit Committee
recommends the engagement of the Company's independent auditors and reviews with
them the plan and scope of their audit for each year, the results of such audit
when completed, and their fees for services performed. The Nominating Committee
was established in 1995 for the purpose of seeking potential new directors.
Currently the Nominating Committee has no specific policy regarding nominees
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recommended by shareholders. In the event a shareholder submits a nominee, the
Nominating Committee will review the background of such nominee and respond
appropriately following such review. Each of such Committees met once during
fiscal 1997 and all members were present.
PCC Group's Board of Directors met 7 times during fiscal 1997. All members
were present at each meeting.
Compensation of Directors
In part for his additional special consulting work for the Company whereby
he supervised investor relations, Mr. Rodda received a 5 year option to purchase
20,000 shares at a price of $2.00 per share. During fiscal 1998, each director
who is not otherwise employed by PCC Group will also be paid $250 for each Board
meeting attended.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding PCC Group's
executive officers, who serve at the pleasure of the Board of Directors, as of
January 9, 1998:
<TABLE>
<CAPTION>
Name Age Positions
---- --- ---------
<S> <C> <C>
Jack Wen 43 Chairman of the Board, Chief
Executive Officer and President
J. Lauro Valdovinos 59 Vice President Finance and
Chief Financial Officer
</TABLE>
- ----------
For a description of the business experience of Mr. Wen during the past
five years, see "ELECTION OF DIRECTORS - Business Experience of Directors During
the Past Five Years", above.
J. Lauro Valdovinos has served as PCC Group's Vice President - Finance and
Chief FinancialOfficer since February 1993. From January 1992 until February
1993 Mr. Valdovinos served as the Controller of PCC Group. From May 1988 until
January 1991, Mr. Valdovinos was the President of File Keepers, Inc., Los
Angeles, California.
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OWNERSHIP OF COMMON STOCK
The following table sets forth, as of January 9, 1998, certain information with
respect to (i) each person who is known by PCC Group to be the beneficial owner
of more than five percent (5%) of the outstanding Common Stock, (ii) each
director of PCC Group, (iii) the executive officer named in the Summary
Compensation Table on page 6 and (iv) all directors and executive officers as a
group. Unless otherwise indicated, the address for each of the persons listed
below is care of the Company, 163 University Parkway, Pomona, California 91768.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Owner of Class
- ------------------- -------------------- ----------
<S> <C> <C>
Jack Wen 667,337(1),(5) 23.0%
Gary Blum 30,000(2) 1.1%
George Rodda, Jr. 142,650(3) 5.3%
Rita Wen (formerly Rita Soong) 338,381 12.8%
Jennifer Wen 157,911(4),(5) 6.0%
J.L. Yin (also known as Tina Wen) 451,175 17.0%
All Directors and Executive
Officers as a Group (4 persons) 849,987(6) 28.4%
</TABLE>
(1) Includes 6,500 shares held by Mr. Wen individually and 410,837 shares
allocated to Mr. Wen' s individual account in the Company's Employee Stock
Ownership Plan over which shares he has voting power, but does not include
541,409 shares held of record by Mr. Wen as trustee of such Employee Stock
Ownership Plan, for which the beneficiaries have voting power, failing the
exercise of which, Mr. Wen may vote such shares, and includes 250,000
shares underlying presently exercisable stock options. The above amount
excludes the 157,911 shares in the Employee Stock Ownership Plan allocated
to Jennifer Wen, Mr. Wen's wife.
(2) Shares underlying presently exercisable stock options.
(3) Includes 60,000 shares underlying presently exercisable stock options.
(4) Shares allocated to Ms. Wen's account in the Company's Employee Stock
Ownership Plan over which shares she has voting power.
(5) The Board of Directors approved the termination of the Employee Stock
Ownership Plan, effective September 1, 1995 and the Internal Revenue
Service issued on November 14, 1996 a favorable determination letter.
(6) Includes 340,000 shares underlying presently exercisable stock options.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation paid to PCC Group's Chief
Executive Officer for services rendered in all capacities to PCC Group for the
fiscal years ended September 30, 1997, 1996 and 1995. No other executive officer
received compensation in excess of $100,000 for such periods.
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
Awards
Year Salary Other Annual Securities
Name and Principal Position Options/SARs Compensation Underlying
- --------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Jack Wen 1997 $ 120,000(1) $27,722 (4)
Chairman of the Board, Chief 1996 $ 120,000(2) $18,757 (4)
Executive Officer and President 1995 $ 120,000(3) $18,757 (4) 250,000/0
</TABLE>
(1) Includes $60,000 of compensation accrued at September 30, 1997 of which
$60,000 was paid on December 1997.
(2) Includes $60,000 of compensation accrued at September 30, 1996 of which
$30,000 was paid on December 1, 1996.
(3) Includes $60,000 of compensation accrued at September 30, 1995 and paid in
December 1995.
(4) Consists solely of lease payments and insurance for a company car which has
been provided for Mr. Wen's use.
Stock Options
The following table provides information with respect to stock options held
by the named executive officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End at FY-End
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisible Unexercisible
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack Wen --- --- 250,000 --- $787,788 ---
</TABLE>
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Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") of the Board of Directors has
prepared the following report (the "Report") for inclusion in this Proxy
Statement.
COMPENSATION POLICY FOR EXECUTIVE OFFICER
The policy of the Committee is to provide each executive officer current
cash compensation that is reasonable and consistent with PCC Group's size,
industry and performance, and long-term incentive compensation based on the
performance of the Company's Common Stock and the achievement of long term
goals. Through the fiscal year ended September 30, 1997, the Committee had not
established the relative weight of any of the performance factors discussed
below. The Committee has relied heavily on the recommendations of Mr. Wen in
setting the compensation of the other executive officers.
COMPENSATION FOR EXECUTIVE OFFICERS
The salary of each of the executive officers is based on his or her level
of responsibility and contribution to PCC Group's performance and reflect any
annual discretionary increases or decreases based primarily on performance
factors. The Committee believes that the salaries of the executive officers are
comparable to the salaries of executives with similar responsibilities at
similarly situated companies, but bas not formally studied the policies of other
companies. PCC Group did not award bonuses to any executive officer for the
fiscal year ended September 30, 1997.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
As with the other executive officers, Mr. Wen's compensation in fiscal 1997
was linked to his individual performance and the Company's performance. Mr.
Wen's compensation consisted solely of his base salary and company car. The
Committee believes that Mr. Wen's salary is comparable to the salaries of other
senior executives of similarly situated companies, but has not formally studied
the policies of other companies.
STOCK OPTION PLAN
The Committee believes that basing a portion of the compensation of
executive officers and other key employees on increases in the value of PCC
Group Common Stock harmonizes the interests of the executives and the
shareholders and is in the best interests of the shareholders. PCC Group's stock
option plan is designed to accomplish this purpose. The Company did not award
stock options to any employees or executive officers for the fiscal year ended
September 30, 1997.
STOCK BONUS PLAN
The Committee believes that the Company's Stock Bonus Plan provides a mechanism
for rewarding employees for past services as well as encouraging employees to
make significant extraordinary contributions to the long-term performance and
growth of PCC Group. PCC Group did not, however, award stock bonuses to any of
its executive officers during fiscal 1997.
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Compensation Committee
Jack Wen
Gary Blum
Employee Stock Ownership Plan
The Company has maintained the PCC Group, Inc. Employee Stock
Ownership Plan ("ESOP") for the benefit of all employees, including
executive officers. The ESOP is an individual account plan as defined
in Section 3(34) of the Employee Retirement Income Security Act of
1974. Only the Company may make contributions to the ESOP in an amount
determined in the Company's discretion (but not in excess of 15% of
the compensation of all participants for each fiscal year), which will
either be allocated among participants in proportion to their
respective compensation (but not in excess of the lesser of $30,000
per participant or 25% of such participant's compensation for the
fiscal year), or used to pay the principal and interest on any amount
borrowed by the ESOP to acquire Common Stock. No contributions were
made to the ESOP during the past three fiscal years. The assets of the
ESOP are invested primarily in Common Stock. The assets of the ESOP
are fully vested for the accounts of the respective participants and
are nonforfeitable at all times. A participant's vested interest in
the ESOP generally becomes distributable on his death, retirement or
termination of employment. The Board of Directors approved the
termination of the ESOP effective September 1, 1995 and obtained from
the Internal Revenue Service a favorable determination letter issued
November 14, 1996.
Compensation Committee Interlocks and Insider Participation
Mr. Wen (PCC Group's Chief Executive Officer and President) and
Mr. Blum (a non-employee director of PCC Group) served on the
Compensation Committee of PCC Group during the past fiscal year.
Certain Transactions
On June 30, 1992, PCC Group sold its 51,000 shares of the Capital
Stock of PCC International Marketing, a California corporation
(PCCIM), constituting a 51% interest, to J.L. Yin (also known as Tina
Wen), a sister of Jack Wen, for $204,400 in cash and a purchase money
note of $204,400. The purchase money note, which is collateralized by
the shares of PCCIM which were purchased from PCC Group, bears
interest at 8% per annum. The principal balance and accrued interest
thereon was originally due June 30, 1994; however, the Company agreed
to extend the due date to June 30, 1995. Subsequently, the due date
was extended to December 30, 1996 and then to June 30, 1997. As of
September 30, 1997 the note remained unpaid; at such date the
outstanding balance on this note receivable (which remains unpaid) was
$100,000.
During fiscal 1997, PCC Group sold merchandise totaling
$3,196,398 to Computer Management Corporation ("CMC), a Virginia
corporation owned by Rita Wen, a sister of Jack Wen who owns 12.9% of
the Company's Common Stock. Included in PCC Group's consolidated
balance sheet as of September 30, 1997 are accounts receivable in the
amount of $345,140 from CMC for such merchandise purchases.
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During fiscal 1997, PCC Group paid consulting fees totaling
$300,000 to Laser Micro System, a Taiwan based corporation owned by
Bin Wen, father of Jack Wen, the Company's Chairman and Chief
Executive Officer, for administering and designing the technology of
the Dalian Green Resources tire recycling plant
Section 16(a) Beneficial Ownership Report in Compliance.
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% of the Company's Common Stock, to file reports of ownership
and changes in ownership of the Common Stock with the Securities and
Exchange Commission. Executive officers, directors and greater than
10% shareholders are required by Securities and Exchange Commission
regulations to furnish PCC Group with copies of all Section 16(a)
forms they file. Based solely on a review of copies of such reports
and written representations from the reporting persons, the Company
believes that, during the period from October 1, 1996 through
September 30, 1997, its executive officers, directors and greater than
10% shareholders have filed on a timely basis all reports required
under Section 16(a).
Performance Graph
The Company's Common Stock is traded in the over-the-counter market. Prior
to its delisting in March, 1991, the Company's Common Stock was quoted on the
National Association of Securities Dealers Automated Quotation System (NASDAQ).
The Company's Common Stock was relisted on NASDAQ on August 31, 1992. The
following graph compares the cumulative shareholder return on PCC Group's Common
Stock from September 30, 1992 through September 30, 1997, based on the market
price of the Common Stock, with the cumulative total return of the NASDAQ Market
Index and a Peer Group Index comprised of the following companies engaged in the
sale or distribution of microcomputer products: Arrow Electronics Inc., Avnet
Inc., Gates/FA Distributing, Liuski International, Inc., Marshall Industries,
SED International Holdings, Inc., Savoir Technology Group, Inc., Tech Data
Corp., and United Stationers Inc. The graph assumes that the value of the
investment in PCC Group's Common Stock and each index was $100 on September 30,
1992, and that any and all dividends were reinvested. The comparisons in this
table are not intended to forecast or be indicative of possible future price
performance.
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Comparison of Five Year-Cumulative Total Returns
Performance Graph for
PCC Group, Inc.
Prepared by the Center for Research in Security Prices
Produced on 01/05/98 including data to 09/30/97
[PERFORMANCE GRAPH]
LEGEND
Symbol CRSP Total Returns Index for:
- ----- * PCC Group, Inc.
...-. ** Nasdaq Stock Market (US Companies)
..... *** A Self-Determined Peer Group
Companies in the Self-Determined Peer Group
ARROW ELECTRONICS INC AVNET INC
GATES F A DISTRIBUTING INC LIUSKI INTERNATIONAL INC
MARSHALL INDUSTRIES S E D INTERNATIONAL HOLDING INC
SAVOIR TECHNOLOGY GROUP INC TECH DATA CORP
UNITED STATIONERS INC
09/30/92 09/30/93 09/30/94 09/29/95 09/30/96 09/30/97
- -------- -------- -------- -------- -------- --------
100.0 66.7 31.5 46.3 146.0 98.0
100.0 131.0 132.1 182.4 216.4 297.1
100.0 154.1 146.2 197.9 195.8 274.8
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 09/30/92.
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RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the accounting firm of BDO Seidman to
serve as independent auditors for the current fiscal year, subject to
ratification by the shareholders. BDO Seidman has served as the Company's
independent auditors since October 1993.
The Board of Directors recommends a vote 'FOR" ratification of this
selection.
It is anticipated that representatives of BDO Seidman will be present at
the Annual Meeting, and such representatives will be given the opportunity to
make a statement, if they so desire, and to answer appropriate questions.
MISCELLANEOUS
Shareholder Proposals
Shareholder proposals intended to be presented at the next Annual Meeting
of Shareholders must be received by PCC Group by September 20, 1998 to be
considered by PCC Group for inclusion in PCC Group's proxy statement and form of
proxy relating to that meeting. Such proposals should be directed to the
attention of the Secretary, PCC Group, Inc., 163 University Parkway, Pomona, CA
91768.
Other Matters
Neither PCC Group nor any of the persons named as proxies knows of matters
other than those described above to be voted on at the Annual Meeting. However,
if any other matters are properly presented at the meeting, it is the intention
of the persons named as proxies to vote in accordance with their judgment on
such matters, subject to direction by the Board of Directors.
WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY CARD.
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PCC GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 3, 1998
The undersigned, revoking any previous proxies for such stock, hereby
appoints Jack Wen proxy of the undersigned with full power of substitution to
vote all shares of common stock of PCC Group, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of PCC Group, Inc. to be
held on March 3, 1998, and all postponements or adjournments thereof, with all
the power the undersigned would possess if personally present, with authority to
vote (i) as specified by the undersigned below and (ii) in the discretion of the
proxy upon such other business as may properly come before the meeting.
Vote this proxy as follows:
1. Election of Directors:
FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD VOTE [ ]
(except as marked to the contrary below) (for all nominees)
Jack Wen, George Rodda, Jr., Gary Blum
INSTRUCTION: TO WITHHOLD VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THROUGH THE
NOMINEE'S NAME IN THE ABOVE LIST.
2. Proposal to ratify the selection of BDO Seidman as independent auditors:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS, FOR THE
RATIFICATION OF AUDITORS AND OTHERWISE IN THE DISCRETION OF THE PERSON ACTING AS
PROXY.
IMPORTANT: Please date this proxy and sign exactly as your name or names appear
hereon. If stock is held jointly, each should sign. Executors, administrators,
trustees, guardians and others signing in a representative capacity, please give
your full title(s). If this proxy is submitted to a corporation or partnership,
it should be executed in the full corporate or partnership name by a duly
authorized person.
________________________________
________________________________
(Signature of Stockholder)
Dated__________________, 1998
IMPORTANT: PLEASE SIGN PROXY EXACTLY AS
YOUR NAME OR NAMES APPEAR HEREON.
