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))
PHOTO CONTROL CORPORATION
- --------------------------------------------------------------------------------
(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:
PHOTO CONTROL CORPORATION
APRIL 1, 1997
TO THE SHAREHOLDERS OF PHOTO CONTROL CORPORATION:
You are cordially invited to attend our Annual Meeting of Shareholders
to be held on Thursday, May 8, 1997 at 3:30 p.m., Daylight Savings Time, at
First Bank, Marquette Office, 6th and Marquette, Minneapolis, Minnesota.
The formal Notice of meeting, Proxy Statement and Proxy are enclosed.
Regardless of whether you plan to attend the Meeting, I shall
appreciate your completing and signing the accompanying Proxy and returning it
in the enclosed envelope.
Very truly yours,
Leslie A. Willig
Chairman of the Board of Directors
PHOTO CONTROL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 1997
TO THE SHAREHOLDERS OF PHOTO CONTROL CORPORATION:
The Annual Meeting of Shareholders of Photo Control Corporation, a
Minnesota Corporation (the "Company"), will be held at 3:30 p.m., Thursday, May
8, 1997, at First Bank, Marquette Office, 6th and Marquette, Minneapolis,
Minnesota.
The items of business are:
1. To consider and act upon a proposal to set the number of
members of the Board of Directors at six.
2. To elect two directors to hold office for a term of three
years, ending in 2000 or until a successor is elected.
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
Only Shareholders of record as shown on the books of the Company at the
close of business on March 10, 1997, will be entitled to vote at the Meeting or
any adjournment thereof.
This Notice, the Proxy Statement, and the enclosed Proxy are sent to
you by order of the Board of Directors.
Mark J. Simonett
Secretary
Date: April 1, 1997
Minneapolis, Minnesota
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
PHOTO CONTROL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 1997
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Photo
Control Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held on May 8, 1997, and at all adjournments thereof, for the
purposes set forth in the Notice of Meeting.
The cost of soliciting proxies, including the preparation, assembly,
and mailing of the proxies and soliciting materials, as well as the cost of
forwarding such materials to the beneficial owners of Common Stock, 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. The Company expects that this Proxy Statement and
the accompanying form of proxy will be mailed to Shareholders on or about April
1, 1997.
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
of the Company or by submitting to the Secretary another proxy bearing a later
date. Proxies will be voted as specified by Shareholders. Proxies which are
signed but which lack such specification will be voted in favor of each
proposal.
The mailing address of the principal executive office of the Company is
4800 Quebec Avenue North, Minneapolis, Minnesota 55428.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 10, 1997, as the
record date for the determination of the 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 March 10,
1997, there were 1,604,163 outstanding shares of Common Stock, par value $.08
per share, which is the only outstanding class of voting stock of the Company.
A quorum must be present in order to transact business at the Annual
Meeting. A quorum is present if the holders of a majority of all shares
outstanding and entitled to vote are represented either in person or by proxy.
Each share of Common Stock is entitled to one vote. The proposal to set the
number of directors at six requires the affirmative vote of the holders of a
majority of the total voting power present in person or by proxy and entitled to
vote. Abstentions from voting on setting the number of directors at six will
have the effect of votes against, while broker non-votes are treated as shares
not voted.
The election of each director shall be decided by plurality vote. As a
result, any shares not voted for a director (whether by withholding authority,
broker non-vote or otherwise) will not affect the outcome. Holders of the Common
Stock are not entitled to cumulate their votes for the election of directors.
ELECTION OF DIRECTORS
(PROPOSALS NUMBER 1 AND 2)
The Bylaws of the Company provide that at each annual meeting the
shareholders shall determine the number of directors for the ensuing year. Such
number shall not be less than three and not more than six. The Bylaws of the
Company also provide for three classes of directors with terms staggered so as
to require the election of only one class of directors each year. The terms of
two directors belonging to Class III ends with the 1997 Annual Meeting. The
Board of Directors therefore recommends that the number of directors of the
Company be set at six and that two directors be elected at the 1997 Annual
Meeting.
The Board of Directors nominates James R. Loomis and William L. Norman
for reelection as directors of the Company. If elected, Messrs. Loomis and
Norman will serve for a three-year term as the Class III directors of the Board
of Directors and until their successors are elected and qualified.
Both Mr. Loomis and Mr. Norman are members of the present Board of
Directors and were elected at the 1994 Annual Meeting of Shareholders. If prior
to the 1997 Annual Meeting of Shareholders it should become known to the Board
of Directors that either Mr. Loomis or Mr. Norman will be unable to serve after
the Annual Meeting as a director by reason of death, incapacity or other
unexpected occurrence, the proxies will be voted for such substitute nominees as
is selected by the Board of Directors. Alternately, the proxies may, at the
discretion of the Board of Directors, not be voted as a result of death,
incapacity, or other unexpected occurrence. However, in no event will the
proxies be voted for more than two nominees. The Board of Directors has no
reason to believe that either Mr. Loomis or Mr. Norman will be unable to serve.
Following is information about the nominees and all other directors of
the Company.
<TABLE>
<CAPTION>
NAME OF PRINCIPAL OCCUPATION(S)
NOMINEE OR CURRENT POSITION(S) AND EMPLOYMENT DURING DIRECTOR
DIRECTOR AGE WITH THE COMPANY PAST FIVE YEARS SINCE
- -----------------------------------------------------------------------------------------------------------------------
NOMINEES FOR 3 YEAR TERM
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James R. 71 Director Mr. Loomis retired in May,
Loomis February, 1992 as Chairman 1986
(Class III) and Chief Executive Officer
of Magnavox Electronic Systems
Co., a position he held since
May, 1990. Magnavox Electronic
Systems Co. has its headquarters
in Fort Wayne, Indiana and is a
manufacturer of electronic
equipment. From 1980 to 1990,
Mr. Loomis had been President
and Chief Operating Officer of that
company
William L. 56 Director, Mr. Norman is the founder of February,
Norman President of Norman Enterprises, Inc., of 1978
(Class III) Norman Burbank, California, a wholly-
Enterprises, Inc. owned subsidiary of the Company
and a manufacturer of electronic
flash equipment. He has been
the president of Norman
Enterprises, Inc., for more
than five years. In July 1994, a
California real estate partnership
for which Mr. Norman is a general
partner filed for protection under
Chapter 11 under the U.S. Bankruptcy
Code.
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INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 1998
- ----------------------------------------------------------------------------------------------------------------------------
Leslie A. 71 Chairman of the Mr. Willig, who received a June,
Willig Board, Chief Ph.D. in Industrial 1974
(Class I) Executive Officer, Management from the School
President and of Business of the University
Director of Iowa in 1956, has been a
member and Chairman of the
Board of Directors of the Company
since June, 1974, has been its Chief
Executive Officer since August, 1974
and has been its President since
May, 1975. For more than five
years, Mr. Willig also has acted as
a self-employed business and real
estate broker in Indiana.
George A. 71 Director Mr. Kiproff is a retired July,
Kiproff President of DEK Identification 1967
(Class I) Systems, a firm producing
identification cards and drivers
licenses which is headquartered in
Fort Wayne, Indiana. He also
acted as public accountant in Fort
Wayne.
- -----------------------------------------------------------------------------------------------------
Incumbent Director whose term expires in 1999
- ---------------------------------------------------------------------------------------------
Thomas J. 75 Director Mr. Cassady is a retired February,
Cassady President and Vice Chairman of 1978
(Class II) Merrill Lynch, Pierce, Fenner &
Smith, Inc. He also served that
Company as a member of its
Executive Committee. He is also a
director of BCT International,
Inc.
Joe M. 78 Director Mr. Kilgore has practiced law as a March,
Kilgore partner in the firm of McGinnis, 1995
(Class II) Lochridge and Kilgore, Austin, Texas
for more than five years. He served in
the U.S. House of Representatives for
five terms and holds the rank of Major
General in the Air Force Reserve
(Retired). He is a member of the Board of
Directors of Texas Regional Bancshares, Inc
and the Texas State Bank.
He is a member of the Board of
Trustees of the Scott and White
Memorial Hospital and Scott,
Sherwood and Brindley Foundation.
He is also a director of Reno Air, Inc.
</TABLE>
BOARD MEETINGS
The Company's Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors has no separate Nominating
Committee but acts as a whole in that capacity. The Compensation Committee
reviews and recommends compensation for officers and directors of the Company,
and the Audit Committee assists the Board in satisfying its responsibilities
relating to the accounting, auditing and reporting practices of the Company.
Each committee consists of the four independent members, James R.
Loomis, Joe M. Kilgore, George A. Kiproff, and Thomas J. Cassady. The
Compensation Committee met once and the Audit Committee met twice during fiscal
year 1996. All the members of each committee attended all of the
committee meetings during the year.
The Company's Board of Directors held four meetings during fiscal year
1996. With one exception, all the directors attended all the meetings of the
Board during the year. Mr. Kiproff missed one meeting.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation of each of the
last three years awarded to or earned for the CEO and the other most highly
compensated executive officers of the Company and/or Norman Enterprises, Inc.
(NEI) and/or Nord Photo Engineering, Inc. (NPE). NEI and NPE are wholly-owned
subsidiaries of the Company.
<TABLE>
<CAPTION>
LONG-TERM ALL
ANNUAL COMPENSATION COMPENSATION OTHER
NAME & PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (1) OPTIONS (#) COMPENSATION ($)(3)
<S> <C> <C> <C> <C> <C>
LESLIE A. WILLIG 1996 155,000 0 10,000 844
Chairman, President and 1995 148,000 35,000(2) 0 0
Chief Executive Officer 1994 148,000 0 0 9,044
WILLIAM L. NORMAN 1996 120,500 0 10,000 6,769
President of Norman 1995 120,500 21,000(2) 0 5,565
Enterprises, Inc. 1994 120,000 0 10,000 4,965
CURTIS R. JACKELS 1996 94,500 0 5,000 2,065
Vice President-Treasurer 1995 92,000 14,000(2) 0 1,480
1994 92,000 0 0 7,001
PATRICK J. GILLIGAN 1996 95,000 0 5,000 413
Executive Vice President 1995 95,000 14,000(2) 0 0
President of Nord Photo 1994 90,000 4,144(1) 0 5,721
Engineering,Inc.
</TABLE>
(1) Cash bonuses have been included as compensation for the year earned even
though such bonuses were actually calculated and paid in different years. The
aggregate amount allocated for bonuses for a particular year is established by
the Board of Directors and normally is equal to a percentage of the Company's
consolidated corporate pretax profits for the year. Generally, an officer will
not be entitled to a cash bonus unless the pretax profit of the Company or of
the subsidiary or division for which the officer is responsible exceeds an
amount which is approved by the Board of Directors and the individual meets the
performance criteria determined by the President of the Company. (No bonuses
under this plan were earned in 1996.)
(2) All optionees, upon exercise of their non-qualified stock option, receive a
cash bonus of 5% of the exercise price if exercised in the third year of the
option; 10% if exercised in the fourth year and 40% if exercised in the fifth
year. Each of the officers received a 40% cash bonus during 1995 upon exercise
of these stock options.
(3) All other compensation includes the portion of the Company's contribution to
a profit sharing plan which became vested in 1996 (Mr. Willig - $844, Mr. Norman
- - $480, Mr. Jackels - $376, and Mr. Gilligan - $413) and the compensation
accrued for the Executive Salary Continuation Plan during 1996 (Mr. Norman -
$6,289 and Mr. Jackels - $1,689).
OPTION GRANTS IN 1996
The following tables summarize option grants and exercises during 1996 to the
officer named in the Summary Compensation Table.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE
GRANTED TO EMPLOYEES IN OR BASE PRICE EXPIRATION
NAME (#) (1) FISCAL YEAR ($/SHARE) DATE (2)
<S> <C> <C> <C> <C>
L. A. WILLIG 10,000 8.7% 3.75 August 8, 2001
W. L. NORMAN 10,000 8.7% 3.75 August 8, 2001
C.R. JACKELS 5,000 4.3% 3.75 August 8, 2001
P.J. GILLIGAN 5,000 4.3% 3.75 August 8, 2001
(1) In 1983, the Board of Directors adopted the Company's 1983 Stock Option
Plan. Pursuant to the Plan, the Board determines which directors, officers or
employees of the Company or its subsidiaries will receive stock options, the
number of shares to be covered by each option, the option exercise price, and
the other terms and conditions of the option. Unless otherwise determined by the
Board of Directors, an option under the plan is to be granted at an exercise
price equal to the fair market value of the Company's Common Stock on the date
of grant, will have a term not exceeding five years, will be exercisable in
installments rather than being immediately exercisable in full, and may provide
for the payment of a cash bonus to the optionee (to help cover federal income
tax withholding requirements) at the time the option is exercised. The cash
bonuses are 5% of the exercise price if exercised in the third year of the
option, 10% if exercised in the fourth year and 40% if exercised in the fifth
year.
(2) Stock options expire on the fifth anniversary of the grant date. The
optionee may not purchase any of the option shares until after the second
anniversary of the grant date. During each of the three years following the
second anniversary of the grant, the optionee's rights to purchase are vested
thirty-three and one-third percent (33 1/3%) of the total number of shares of
Common Stock granted.
</TABLE>
AGGREGATED OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUE
There were no options exercised by officers in 1996 and no unexercised options
were in-the-money at December 31, 1996.
NUMBER OF UNEXERCISED OPTIONS
AT DECEMBER 31, 1996
NAME EXERCISABLE UNEXERCISABLE
L. A. WILLIG 10,000 15,000
W. L. NORMAN 3,334 16,666
C. R. JACKELS 3,334 6,666
P. J. GILLIGAN 6,667 8,333
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company or subsidiaries
("outside director") receives an annual retainer of $12,000. Also, a fee of $500
is paid to each outside director for each board or committee meeting attended.
Those directors who are employees are not specifically compensated for their
duties as directors. The total amount paid to all directors for services as
directors during fiscal year 1996 was $72,500. Also, under the Company's stock
option plan, each participant is eligible to receive a cash bonus upon certain
option exercises. (See Option Grants in 1996 for details of plan).
EXECUTIVE SALARY CONTINUATION PLAN
In 1985, the Board of Directors adopted an Executive Salary
Continuation Plan to provide salary continuation benefits to selected executives
of the Company. Pursuant to the Plan the Board of Directors determines which key
executive employees may participate in the Plan. Each participant who continues
in employment with the Company or one of its subsidiaries until age 65, or dies
while employed by the Company, shall be entitled to receive salary continuation
benefits payable monthly for not less than 15 years. In the event of the death
of a participant, payments will be made to the participant's beneficiary. If a
participant dies before reaching age 67, salary continuation benefits will be
paid to the beneficiary of the participant for 15 years or until the participant
would have reached the age 67, whichever is longer. The amount of the salary
continuation benefits to be paid each year is 20% of the projected annual salary
of the participant at age 67. The projected annual salary is equal to the salary
the participant would receive at age 67 if his salary on August 9, 1985, (the
date of adoption of the Plan) was increased by 5% each year until the
participant reached age 67. The Company maintains a life insurance policy for
the individuals covered under the Plan, the proceeds of which are intended to
reimburse the Company for payment of salary continuation benefits. For the
participating individuals the estimated annual payment, assuming retirement at
age 67, is as follows: L.A. Willig, $32,832, W.L. Norman, $36,150, and C.R.
Jackels, $48,534.
PRINCIPAL SHAREHOLDERS
The only persons known to the Company to be beneficial owners of more
than five percent of the Company's Common Stock, $.08 par value, as of March 10,
1997, are set forth in the table below. Unless otherwise indicated the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.
Name and Address Amount Beneficially Percent of
of Beneficial Owner Owned Class (1)
- -----------------------------------------------------------------------------
Joe M. Kilgore 80,537 5.02%
1300 Capitol Center
919 Congress Avenue
Austin, Texas
Richard P. Kiphart 136,093 8.48%
222 West Adams Street
Chicago, Illinois
Leslie A. Willig 210,256(2) 12.91%
135 LN 780 Snow Lake
Fremont, Indiana
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them as of March 10, 1997, or within 60 days of such date
are treated as also outstanding when determining the percent owned by such
person and when determining the percent owned by a group of which such a person
is a member.
(2) Includes 10,000 shares not outstanding but obtainable upon exercise of
presently exercisable options. Mr. Willig has sole power to vote and direct the
disposition of the 200,256 shares which are beneficially owned by him and
presently outstanding.
SHAREHOLDINGS OF OFFICERS AND DIRECTORS
The beneficial ownership of the Company's Common Stock, $.08 par value,
by directors and nominees for directors and by all of the Company's present
executive officers and directors as a group, as of March 10, 1997, is set forth
in the table below. Unless otherwise indicated the shareholders listed in the
table have sole voting and investment powers with respect to the shares
indicated.
Name of Individual or Number of Shares Percent of
Identity of Group Beneficially Owned (1) Class
- ------------------------------------------------------------------------------
Leslie A. Willig 210,256 12.91%
George A. Kiproff 16,375 1.00%
William L. Norman 39,336 2.42%
Thomas J. Cassady 49,312 3.04%
James R. Loomis 20,562 1.27%
Joe M. Kilgore 80,537 5.02%
All Executive Officers and
Directors as a Group
(9 persons) 482,367 28.95%
(1) Includes the following shares which may be acquired within 60 days through
exercise of options: Mr. Willig - 10,000; Mr. Kiproff - 4,000; Mr. Norman -
3,334; Mr. Cassady - 4,000; Mr. Loomis - 4,000; and all executive officers
- 48,043.
INDEPENDENT AUDITORS
The Company has selected Virchow, Krause & Company, LLP certified
public accountants, as the independent auditors for the Company and its
subsidiaries for the year ending December 31, 1996. The firm has acted as
auditors for the Company and its subsidiaries since October 1, 1974.
The Board of Directors expects that a representative of Virchow, Krause
& Company, LLP will be present at the Company's 1997 Annual Meeting of
Shareholders. Such representative will be given an opportunity to make a
statement if he or she desires to do so and will be available to respond
to appropriate questions.
SHAREHOLDERS 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 December 15, 1997 to be includable in the Company's Proxy Statement
and related proxy for the 1998 Annual Meeting.
OTHER BUSINESS
Management knows of no other matters to be presented at the Meeting. If
any other matter properly comes before the Meeting, the appointees named in the
proxies will vote in accordance with their best judgement.
ANNUAL REPORT
A copy of the Company's Report to Shareholders for the year ended
December 31, 1996, accompanies this Notice of Annual Meeting and Proxy
Statement. No portion of such Report is incorporated herein and no part thereof
is to be considered proxy soliciting materials.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS REPORT ON FORM
10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, TO
EACH PERSON WHO WAS A SHAREHOLDER OF THE COMPANY AS OF MARCH 10, 1997, UPON
RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH ANNUAL REPORT. THE
FORM 10-K INCLUDES A LIST OF EXHIBITS NOT CONTAINED THEREIN. SUCH EXHIBITS WILL
BE FURNISHED UPON WRITTEN REQUEST AT A CHARGE OF $.50 PER PAGE PLUS THE
COMPANY'S MAILING EXPENSES. ALL SUCH REQUESTS SHOULD BE SENT TO VICE
PRESIDENT-TREASURER, PHOTO CONTROL CORPORATION, 4800 QUEBEC AVENUE NORTH,
MINNEAPOLIS, MINNESOTA 55428.
BY ORDER OF THE
BOARD OF DIRECTORS,
Leslie A. Willig
Chairman
Date: April 1, 1997
Minneapolis, Minnesota
PHOTO CONTROL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 1997
The undersigned hereby appoints Leslie A. Willig and George A. Kiproff,
and each of them, with full power of substitution, his or her Proxies to
represent and vote, as designated below, all shares of the Common Stock of Photo
Control Corporation registered in the name of the undersigned on March 10, 1997,
with the powers the undersigned would possess if personally present at the 1997
Annual Meeting of Shareholders of Photo Control Corporation to be held at First
Bank, Marquette Office, 6th and Marquette, Minneapolis, Minnesota at 3:30 p.m.,
Daylight Savings Time on May 8, 1997, and at any adjournment thereof, hereby
revoking any proxy or proxies previously given. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.
(continued on other side)
1) Proposal to set the NUMBER OF DIRECTORS AT SIX
( ) FOR ( ) AGAINST ( ) ABSTAIN
2) ELECTION OF DIRECTOR: Nominee:
James R. Loomis ( ) FOR the Nominee
( ) WITHHOLD AUTHORITY to vote for nominee.
WIlliam L. Norman ( ) FOR the Nominee
( ) WITHHOLD AUTHORITY to vote for nominee.
3) In their discretion, the appointed Proxies are authorized to vote upon
such OTHER BUSINESS as may properly come before the Meeting or any any
adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
AS DIRECTED, OR IF NO DIRECTION IS GIVEN, WILL
BE VOTED FOR EACH PROPOSAL.
Date________________________________________,1997
_________________________________________________
_________________________________________________
PLEASE DATE AND SIGN ABOVE exactly as name
appears at the left, indicating where
appropriate, offical position or representative
capacity. If stock is held in joint tenancy,
each joint owner should sign.
