<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WISMER*MARTIN, 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 ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per to 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 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>
WISMER*MARTIN, INC.
N. 12828 Newport Highway
Mead, Washington 99021
Notice of Annual Meeting of Stockholders
to be held November 7, 1995
---------------------
TO THE STOCKHOLDERS OF WISMER*MARTIN, INC.
The Annual Meeting of the Stockholders of Wismer*Martin, Inc., a Washington
corporation (the "Company"), will be held on Tuesday, November 7, 1995, at 1:30
P.M. Pacific Standard Time at the Company's corporate offices located at N.
12828 Newport Highway, Mead, Washington 99021 (the "Annual Meeting"), for the
following purposes:
1. To elect six directors to hold office until the next Annual Meeting of
Stockholders and until their respective successors have been elected or
appointed.
2. To consider and vote upon a proposal to approve the selection of BDO
Seidman, LLP as independent public accountants of the Company for the
fiscal year ending June 30, 1996.
3. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
The close of business on October 2, 1995, has been designated as the record date
for the determination of Stockholders entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.
By order of the Board of Directors
Mead, Washington Douglas A. Willford
October 10, 1995 Secretary
YOUR VOTE IS IMPORTANT
The Board of Directors has nominated six persons for election as Directors, five
of whom currently act as Directors of the Company. The affirmative vote of a
majority of the shares present at the Annual Meeting is necessary for the
election of directors and the approval of the selection of independent public
accountants. We consider the vote of each stockholder important, whatever the
number of shares held. If you are unable to attend the meeting in person,
please sign, date and return your proxy in the enclosed envelope at your
earliest convenience. The prompt return of your proxy will save expense to your
Company.
THE BOARD OF DIRECTORS SOLICITS THE EXECUTION AND PROMPT RETURN OF THE
ACCOMPANYING PROXY.
PROXY STATEMENT
PROXIES, SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of proxies in the accompanying form to be used at the Annual
Meeting of Stockholders on November 7, 1995. It was mailed to shareholders on
or about October 11, 1995. Properly executed and dated proxies received will be
voted in accordance with instructions thereon. If no instructions are given
with respect to the matters to be acted upon, the shares represented by the
proxy will be voted for the election of the nominees for Directors designated
below, for the approval of the selection of BDO Seidman, LLP as the independent
certified public accountants of the Company and, as to any other business that
comes before the meeting, in the manner deemed in the best interests of the
Company by management.
1
<PAGE>
A shareholder may revoke a proxy at any time before it is exercised by filing
with the Secretary of the company an instrument of revocation or a duly executed
proxy bearing a later date. A proxy may also be revoked if a stockholder
attends the Annual Meeting and notifies the Company that the stockholder desires
to vote in person. Attendance at the Annual Meeting will not in and of itself
constitute the revocation of a proxy.
As of the record date, October 2, 1995, the Company had outstanding and entitled
to vote 16,207,160 shares of Common Stock, each of which is entitled to one vote
on each matter to be voted on at the meeting. The Articles of Incorporation of
the Company state that shareholders are not entitled to exercise cumulative
voting rights for the election of Directors.
ELECTION OF DIRECTORS
The Board of Directors of the company is comprised of six members. The names,
ages, business experience during the past five years and positions of the
nominees for Directors are set forth below. All Directors serve until the next
Annual Meeting and until their successors are elected and qualified. Officers
are appointed annually by the Board of Directors at the organizational meeting
of Directors following the Annual Meeting. There are no arrangements or
understandings between any nominee and any other nominee pursuant to which the
nominee is listed below.
NOMINEES FOR DIRECTORS
NAME AGE RECENT BUSINESS AND PROFESSIONAL EXPERIENCE
- -------------------- --- ----------------------------------------------
Ronald L. Holden 49 Director of the Company since October 18, 1991
and Chairman of the Board of Directors since
February 13, 1992. Chief Executive Officer of
the Company since January 4,1995. President
and a member of the Board of Directors of
National Healthtech Corporation from 1990 to
1993.
Glen E. Martin 52 Director of the Company since November 1982.
Co-founder of the Company. Chairman and Vice-
President of August Systems, Inc. since
November, 1992. Executive Vice President from
May, 1988 to October, 1992.
Clarence H. Barnes, Ph.D. 53 Director of the Company since November, 1989.
Dean, School of Business Administration,
Gonzaga University, Spokane, Washington, 1980-
Present.
John F. Perez 47 Director of the Company since July 13, 1993.
President of the Company since March 15, 1995.
Chief Executive Officer of Integrated Health
Systems, Inc., a subsidiary of the Company from
July 1993 until Present. Chief Executive
Officer of Software Technology Services from
June, 1990 to June, 1993.
William D. Engel 60 Director of the Company since March 15, 1995.
President and Chief Executive Officer of
Logica, Inc. (the U.S. subsidiary of Logica
plc) since September 1993. Prior to that date,
Mr. Engel was a division executive at Dynatech
Corporation.
Robert K. Bublitz 44 Principal in the public accounting firm of
Bublitz & Dincolo, Plc since 1991. Prior to
that date, Mr. Bublitz was a partner with the
international public accounting firm of Ernst &
Young.
2
<PAGE>
CERTAIN INFORMATION ABOUT THE FUNCTIONS OF THE
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the fiscal year ended June 30, 1995, there were four regular board
meetings, all of which were attended by Mr. Holden, Mr. Martin, Dr. Barnes and
Mr. Perez. Dr. Eidemiller was unable to be present for the June 27, 1995 board
meeting. Mr. Engel was elected at the last Annual Meeting, which was held on
March 21, 1995, and attended the regular board meeting on June 27, 1995. Mr.
Hatch attended each of the board meetings up to, and including, the January 4,
1995 meeting, at which time he resigned from the board of directors. The
standing committees of the Board of Directors are the Audit and Compensation
committees. Each director attended every meeting of the committees on which
they served.
The Audit Committee consists of Messrs. Holden and Barnes. The Audit
Committee's principal functions are to review the audited financial statements
and recommend the selection of auditors to the Board of Directors.
The Compensation Committee consists of Messrs. Holden, Perez, Barnes and
Eidemiller. The Compensation Committee's principal functions are to make
recommendations to the Board of Directors concerning executive management's
compensation program.
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE OFFICERS OF THE COMPANY
NAME AGE POSITION AND TERM SERVED
- ---------------------- --- ------------------------------------------------
Ronald L. Holden 49 Chief Executive Officer since January 4, 1995. He
has been Chairman of the Board of Directors since
February 13, 1992. He was President and a member
of the Board of Directors of National Healthtech
Corporation from 1990 to 1993.
John F. Perez 47 President and Chief Operating Officer since March
15, 1995. Chief Executive Officer of Integrated
Health Systems, Inc., a subsidiary of
Wismer*Martin, from July, 1993 until present.
Prior to that he was CEO of Software Technology
Services providing programming and product
development in the healthcare industry
William E. Campbell III 41 Executive Vice President - Corporate Development
since January 4, 1995. Mr. Campbell was a senior
associate for Booz, Allen & Hamilton for several
years providing operational and technology
consultation to healthcare organizations before
becoming an employee of the Company on
April 1, 1994
Douglas A. Willford 39 Chief Financial Officer since January 4, 1995 and
Secretary and Treasurer since June 27, 1995. Mr.
Willford has served as CFO of Integrated Health
Systems, Inc. (a subsidiary of Wismer*Martin)
since July, 1993. Prior to that date, served as
CFO for a hospital and two healthcare management
organizations.
3
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table presents information regarding the aggregate compensation
for the fiscal years ended June 30, 1995, 1994 and 1993 paid or accrued for (i)
the Chief Executive Officer of the Company and (ii) the three other most highly
paid executive officers of the Company.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term
Fiscal Compensation
Name and Year Ended Other Awards Options
Principal Position June 30, Salary Bonus Compensation (# of Shares)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ronald L. Holden(1) 1995 $ 140,000 $ -0- $ 60,000 -0-
Chairman of the Board 1994 $ 54,250 $ -0- $ 60,000 -0-
Chief Executive Officer 1993 $ -0- $ -0- $ -0- -0-
- ------------------------------------------------------------------------------------------------------------
John F. Perez(2) 1995 $ 120,000 $ -0- $ -0- 200,000
President and 1994 $ 46,000 $ -0- $ -0- -0-
Chief Operating Officer 1993 $ -0- $ -0- $ -0- -0-
- ------------------------------------------------------------------------------------------------------------
William E. Campbell III(3) 1995 $ 95,000 $ -0- $ -0- 200,000
Executive Vice President 1994 $ 23,750 $ -0- $ -0- -0-
Corporate Development 1993 $ -0- $ -0- $ -0- -0-
- ------------------------------------------------------------------------------------------------------------
Douglas A. Willford(4) 1995 $ 90,000 $ -0- $ -0- 100,000
Executive Vice President 1994 $ 36,890 $ -0- $ -0- -0-
Chief Financial Officer 1993 $ -0- $ -0- $ -0- -0-
and Secretary/Treasurer
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The compensation for Mr. Holden for 1994 represents compensation received
from Integrated Health Systems, Inc. from the date of acquisition, February
10, 1994, through the fiscal year ending June 30, 1994. The other
compensation represents consulting fees received from the Company for the
fiscal year ending June 30, 1994. Mr. Holden was engaged by the Company
beginning July 1, 1993. Mr. Holden became the Chief Executive Officer of
the Company on January 4, 1995.
(2) The compensation for Mr. Perez for 1994 represents compensation received
from Integrated Health Systems, Inc. from the date of acquisition, February
10, 1994, through the fiscal year ending June 30, 1994. Mr. Perez became
the President and Chief Operating Officer of the Company on March 15, 1995.
(3) The compensation for Mr. Campbell for 1994 represents compensation received
from Integrated Health Systems, Inc. from his date of hire, April 1, 1994,
through the fiscal year ending June 30, 1994. Mr. Campbell became an
Executive Vice President of the Company on January 4, 1995.
(4) The compensation for Mr. Willford for 1994 represents compensation received
from Integrated Health Systems, Inc. from the date of acquisition, February
10, 1994, through the fiscal year ending June 30, 1994. Mr. Willford
became Vice President and Chief Financial Officer of the Company on
January 4, 1995, and was appointed Executive Vice President, Secretary and
Treasurer for the Company on June 27, 1995.
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table presents the stock options granted during the fiscal year
ended June 30, 1995. No stock options were granted during the fiscal year ended
June 30, 1994.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Potential Realized Value at
Number of % of Total Assumed Annual Rates of
Securities Options Stock Price Appreciation
Underlying Granted to Exercise for Option Term
Options Employees Price ---------------------------
Name Granted in 1995 ($/Share) Expiration Date 5% 10%
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John F. Perez 200,000 38.10% $0.79 March 18, 1998 $15,644 $41,650
- --------------------------------------------------------------------------------------------------------------
William E. Campbell 200,000 38.10% $0.79 March 18, 1998 $15,644 $41,650
- --------------------------------------------------------------------------------------------------------------
Douglas A. Willford 100,000 19.05% $0.79 March 18, 1998 $7,822 $20,825
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table presents stock options exercised by the Company's Chief
Executive Officer and the Company's executive officers during fiscal year 1995,
and the value of all unexercised options at year-end. The value of "in-the-
money" options refers to options having an exercise price which is less than the
market price of the Company's stock on June 30, 1995.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Number of Value of Unexercised In-
Shares Unexercised Options at the-Money Options at
Acquired on Value Fiscal Year End Fiscal Year End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John F. Perez -0- -0- 200,000 / -0- $ -0- / $ -0-
- ----------------------------------------------------------------------------------------------------
William E. Campbell, III -0- -0- 200,000 / -0- $ -0- / $ -0-
- ----------------------------------------------------------------------------------------------------
Douglas A. Willford -0- -0- 100,000 / -0- $ -0- / $ -0-
- ----------------------------------------------------------------------------------------------------
</TABLE>
The options are generally exercisable for a three-year period and expire: i)
immediately upon termination of the employee for cause, ii) sixty days after
termination without cause, or iii) ninety days after death or disability of the
employee.
OTHER TRANSACTIONS
Directors who are not officers of the Company are paid $1,000 for each meeting
attended and are reimbursed for travel expenses actually incurred.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 2, 1995, (a) by
each person who is known by the Company to beneficially own more than five
percent of the Common Stock, (b) by each executive officer named in the Summary
Compensation table and each director of the Company, and (c) by all executive
officers and directors of the Company as a group. Shares not outstanding but
deemed beneficially owned by virtue of the right of an individual or group to
acquire them within 60 days are treated as outstanding only when determining the
amount and percentage owned by such individual or group. Unless otherwise
noted, each person or group identified has sole voting and investment power with
respect to the shares shown. Common Stock is the only class of shares issued by
the Company. The total number of shares issued and outstanding on October 2,
1995 were 16,207,160.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Owned Percent of Class
- --------------------------------------- ------------------ ----------------
EXECUTIVE OFFICERS AND DIRECTORS
<S> <C> <C>
Ronald Holden
N. 12828 Newport Highway 7,669,916 47.3%
Mead, WA 99021
Clarence H. Barnes, Ph.D. (1)
W. 614 17th Street 32,000 Less than 1%
Spokane, Washington 99203
Glen E. Martin (2)
West 1406 Elmwood Court 368,333 2.3%
Spokane, Washington 99218
Larry R. Eidemiller, M.D. (3)
5051 S.W. Downs View Court 5,000 Less than 1%
Portland, Oregon 97221
John Perez (4)
1124 E. Plateau Rd. 642,000 3.9%
Spokane, Washington 99203
William E. Campbell III (5)
1336 98th Ave. N.E. 206,000 1.3%
Bellevue, Washington 98004
Douglas A. Willford (6)
5816 N. Drumheller 200,000 1.2%
Spokane, Washington 99205
All executive officers and directors
as a group 9,772,700 63.7%
OTHER HOLDERS OF MORE THAN FIVE PERCENT
Ivory & Sime, Plc
One Charlotte Square 1,045,000 6.4%
Edinburgh, Scotland EH2 4DZ
Stanley T. Hatch
North 1619 Westpoint Road 958,500 5.8%
Spokane, Washington 99201
</TABLE>
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
(1) Dr. Barnes holds a stock purchase warrant that allows him to purchase 5,000
shares of the Company's common stock. The shares reflected above include
22,000 shares currently held plus the 5,000 shares for which Dr. Barnes is
deemed to be the beneficial owner. Dr. Barnes' ownership is based upon the
total outstanding stock on October 2, 1995 plus the 5,000 shares assumed to
be exercised by Dr. Barnes.
(2) Mr. Martin holds a stock purchase warrant that allows him to purchase 5,000
shares of the Company's common stock. If the stock purchase warrant was
exercised, Mr. Martin would be entitled to 5,000 shares of common stock in
addition to his current holdings of 363,000 shares of common stock. The
shares reflected above include the 363,000 shares currently held plus the
5,000 shares for which Mr. Martin is deemed to be the beneficial owner.
Mr. Martin's ownership is based upon the total outstanding stock on October
2, 1995 plus the 5,000 shares assumed to be exercised by Mr. Martin.
(3) Dr. Eidemiller holds a stock purchase warrant that allows him to purchase
5,000 shares of the Company's common stock. The shares reflected above
reflect the 5,000 shares for which Dr. Eidemiller is deemed to be the
beneficial owner. Dr. Eidemiller's ownership is based upon the total
outstanding stock on October 2, 1995 plus the 5,000 shares assumed to be
exercised by Dr. Eidemiller.
(4) Mr. Perez holds current stock options that allow him to purchase 200,000
additional shares of the Company's common stock. If the stock option were
exercised, Mr. Perez would be entitled to 200,000 shares of common stock in
addition to his current holdings of 442,000 shares. The shares reflected
above include the 442,000 shares currently held plus the 200,000 shares for
which Mr. Perez is deemed to be the beneficial owner. Mr. Perez's
ownership is based upon the total outstanding stock on October 2, 1995 plus
the 200,000 shares assumed to be converted by Mr. Perez.
(5) Mr. Campbell holds current stock options that allows him to purchase
200,000 additional shares of the Company's common stock. The shares
reflected above include the 6,000 shares currently held plus the 200,000
shares for which Mr. Campbell is deemed to be the beneficial owner. Mr.
Campbell's ownership is based upon the total outstanding stock on October
2, 1995 plus the 200,000 shares assumed to be exercised by Mr. Campbell.
(6) Mr. Willford holds current stock options that allow him to purchase 100,000
additional shares of the Company's common stock. If the stock option were
exercised, Mr. Willford would be entitled to 100,000 shares of common stock
in addition to his current holdings of 100,000 shares. The shares
reflected above include the 100,000 shares currently held plus the 100,000
shares for which Mr. Willford is deemed to be the beneficial owner. Mr.
Willford's ownership is based upon the total outstanding stock on
October 2, 1995 plus the 100,000 shares assumed to be converted by Mr.
Willford.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company selected BDO Seidman, LLP as independent
public accountants to examine the financial statements of the Company for the
fiscal year ending June 30, 1996 and directed such selection to be submitted for
approval by the stockholders at the next Annual Meeting.
BDO Seidman, LLP has examined the financial statements of the Company in
connection with the Company's public offering on Form SB-2, which included an
examination of the financial statements for the years ended June 30, 1993 and
1994 and for the nine month period ended March 31, 1995. BDO Seidman, LLP has
also examined the Company's annual financial statements for the year ended June
30, 1995.
MANAGEMENT RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE SELECTION OF BDO
SEIDMAN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE
30, 1996. If a majority of the voting power represented at the meeting fails to
approve the selection of BDO Seidman, LLP as independent certified public
accountants, the Board of Directors will consider the selection of another
accounting firm. Representatives of BDO Seidman, LLP will be present at the
Annual Meeting with the opportunity to respond to appropriate questions.
7
<PAGE>
SHAREHOLDERS' PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Annual Meeting of
Stockholders to be held in November, 1996, should be submitted by certified
mail, return receipt requested, and must be received by the Company at its
headquarters in Mead, Washington on or before July 3, 1996 to be eligible for
inclusion in the Company's proxy statement relating to that meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
No other matters are intended to be brought before the Annual Meeting by the
Company nor does the Company know of any matters to be brought before the Annual
Meeting by others. If, however, any other matters properly come before the
meeting, the persons named in the proxy will vote the shares represented thereby
in accordance with the judgment of management on any such matters.
By order of the Board of Directors
Douglas A. Willford
Secretary
October 10, 1995
THE ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 1995, IS INCLUDED
WITH THIS PROXY STATEMENT (WITHOUT EXHIBITS). A COPY OF THE EXHIBITS TO THE
FORM 10-KSB, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE SENT
TO SHAREHOLDERS UPON REQUEST (PAYMENT OF A REASONABLE CHARGE FOR EXHIBITS MAY BE
REQUESTED BY THE COMPANY). REQUESTS SHOULD BE MADE TO DOUGLAS A. WILLFORD,
CHIEF FINANCIAL OFFICER, WISMER*MARTIN, INC., N. 12828 NEWPORT HIGHWAY, MEAD,
WASHINGTON 99021.
8
<PAGE>
PROXY WISMER*MARTIN, INC. PROXY
N. 12828 NEWPORT HIGHWAY MEAD, WASHINGTON 99021
The undersigned hereby constitutes and appoints Ronald L. Holden, John F. Perez
or Douglas A. Willford, and each of them proxies with full power of
substitution, to vote according to the number of votes which the undersigned
would be entitled to cast if then personally present at the Annual Meeting of
Shareholders of WISMER*MARTIN, INC. on Tuesday, November 7, 1995 at 1:30 p.m. at
the offices of the Company and any adjournments thereof, in their discretion
upon the matters specifically described herein and upon such other business as
may properly be brought before the meeting.
THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF ALL PROPOSALS. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH THE
SPECIFICATION MADE; IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED IN
FAVOR OF THE ACTIONS BELOW.
1. Election of Directors:
/ / For all nominees listed below (except as marked to the contrary
below).
/ / Withhold authority for all of the nominees listed below.
(INSTRUCTION: To withhold authority to vote for an individual
nominee, strike a line through such nominee's name in the list
below.)
Ronald L. Holden Glen E. Martin Clarence H. Barnes
John F. Perez William D. Engel Robert K. Bublitz
2. Selection of BDO Seidman, LLP as independent certified public
accountants for the Company.
/ / For / / Against / / Abstain
3. To Vote in their discretion upon such other matters as may properly
come before the meeting.
/ / For / / Against / / Abstain
<PAGE>
Please sign on the reverse side and return this proxy promptly.
WISMER*MARTIN, INC.
THIS PROXY, MAILED TO SHAREHOLDERS ON OR ABOUT OCTOBER 11, 1995, IS SOLICITED BY
THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 7, 1995, AT 1:30P.M. AT THE COMPANY'S OFFICES, N. 12828 NEWPORT
HIGHWAY, MEAD, WASHINGTON 99021.
<PAGE>
DATED , 1995
------------
- ----------------------------------------------
(Signature)
- ----------------------------------------------
(Signature, if held jointly)
Where stock is registered in the names of two or more persons ALL should sign.
Signature(s) should correspond exactly with the name(s) as shown at left.
Please sign, date and return promptly in the enclosed envelope. No postage need
be affixed if mailed in the United States.
(over)
