<PAGE> 1
SCHEDULE 14A INFORMATION
(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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential 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
MARK VII, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Persons 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:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (sets forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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<PAGE> 2
(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> 3
[MARK VII, INC. LOGO]
October 1, 1997
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of Mark VII, Inc. which will be held at 10:00 a.m., local time, on Friday,
November 7, 1997, at the Board Room, Suite 100 at the Corporate office of
Mark VII, Inc., 965 Ridge Lake Boulevard, Memphis, Tennessee.
The principal business matter to be considered at the Special Meeting
will be to adopt an Amendment to Article FOURTH of the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 shares to 20,000,000 shares, and to reduce the par value from $.10
per share to $.05 per share. This Amendment will enable the Company to effect a
two-for-one stock split of its Common Stock. The Board of Directors has
determined that the increase in the number of authorized shares of Common Stock,
the reduction in par value, and the effectuation of the stock split are in the
best interests of the Company and its stockholders. Accordingly, the Board of
Directors recommends a vote "FOR" the Amendment.
Attached you also will find the Notice of the Special Meeting of
Stockholders and your proxy for the meeting. It is important that your shares be
represented at the meeting, and we hope you will be able to attend the meeting
in person. Whether or not you plan to attend the meeting, please be sure to
complete and sign the enclosed proxy and return it to us in the envelope
provided as soon as possible so that your shares may be voted in accordance with
your wishes. Your prompt response will save the Company the cost of further
solicitation of unreturned proxies.
Sincerely yours,
[SIGNATURE CUT]
R. C. Matney
Chairman of the Board and
Chief Executive Officer
<PAGE> 4
MARK VII, INC.
965 RIDGE LAKE BOULEVARD
MEMPHIS, TENNESSEE 38120
-------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, NOVEMBER 7, 1997
To the Stockholders of Mark VII, Inc.:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of Stockholders (the
"Special Meeting") of Mark VII, Inc. (the "Company") will be held at the Board
Room, Suite 100 at the Corporate office of Mark VII, Inc., 965 Ridge Lake
Boulevard, Memphis, Tennessee on Friday, November 7, 1997, commencing at
10:00 a.m., local time, for the purpose of considering and voting upon the
following matters:
1. To amend the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 10,000,000
shares to 20,000,000 shares and to reduce the par value from $.10
per share to $.05 per share; and
2. To transact any other business as may properly come before the
Special Meeting or any adjournment or postponement thereof.
The close of business on October 1, 1997 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Special Meeting or any adjournment or postponement thereof. The stock
transfer books of the Company will remain open between the record date and the
date of the meeting. Only stockholders of record at the close of business on
the record date are entitled to notice of, and to vote at, the Special Meeting.
Stockholders may receive more than one proxy because of shares
registered in different names or addresses. Each such proxy should be marked,
dated, signed and returned. Please check to be certain of the manner in which
your shares are registered -- whether individually, as joint tenants, or in a
representative capacity -- and sign the related proxy accordingly.
A complete list of stockholders entitled to vote at the Special Meeting
will be available for examination by any stockholder, for any purpose germane to
the Special Meeting, during normal business hours, for a period of at least ten
days prior to the Special Meeting, at the Board Room, Suite 100 at the
corporate office of Mark VII, Inc., 965 Ridge Lake Boulevard, Memphis,
Tennessee.
You are cordially invited to attend the Special Meeting. IN ORDER THAT
YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING, PLEASE FILL OUT, DATE, SIGN
AND RETURN THE ENCLOSED PROXY PROMPTLY OR PLAN TO ATTEND THE SPECIAL MEETING IN
PERSON OR BY
<PAGE> 5
PROXY. A RETURN-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE, IS ENCLOSED. IF
YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO AT
ANY TIME BEFORE THE VOTING, BY DELIVERING TO THE COMPANY A WRITTEN NOTICE OF
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE OR BY ATTENDING THE
SPECIAL MEETING AND VOTING IN PERSON. Whether or not you plan to do so, please
mark, date and sign the enclosed postage-prepaid envelope. Returning your proxy
does not deprive you of your right to attend the Special Meeting and to vote
your shares in person.
October 1, 1997 By Order of the Board of Directors
[SIGNATURE CUT]
James T. Graves, Secretary
<PAGE> 6
MARK VII, INC.
965 RIDGE LAKE BOULEVARD
MEMPHIS, TENNESSEE 38120
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PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, NOVEMBER 7, 1997
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy (which were
first sent or given to stockholders on or about October 6, 1997) are furnished
in connection with the solicitation by and on behalf of the Board of Directors
of Mark VII, Inc., a Delaware corporation (the "Company") of proxies for use at
the Special Meeting of Stockholders (the "Special Meeting") to be held at the
Board Room, Suite 100 at the Corporate office of Mark VII, Inc., 965 Ridge Lake
Boulevard, Memphis, Tennessee on Friday, November 7, 1997 at 10:00 a.m., local
time, and any adjournment or postponement thereof.
Each proxy that is properly executed and returned in time for use at
the Special Meeting will be voted at the Special Meeting, and any adjournment or
postponement thereof, in accordance with the choices specified. Any proxy given
pursuant to this solicitation may be revoked by the person giving it at any time
before the voting by delivery to the Company of a written notice of revocation
or a duly executed proxy bearing a later date or by attending the Special
Meeting and voting in person.
A proxy may be revoked at any time before the shares represented by it
are voted at the Special Meeting by delivering to the Secretary of the Company
either a written revocation or a duly executed proxy bearing a later date, or by
voting in person at the Special Meeting. All shares represented by a properly
executed, unrevoked proxy will be voted on all matters presented at the Special
Meeting on which the shares are entitled to vote, unless the stockholder attends
the Special Meeting and votes in person. Proxies solicited will be voted in
accordance with the instructions given on the enclosed form of proxy, UNLESS
AUTHORITY IS WITHHELD IN THE MANNER INDICATED ON THE ENCLOSED FORM OF PROXY, IT
IS INTENDED THAT PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED FOR THE PROPOSAL
CONTAINED HEREIN.
The entire cost of solicitation of proxies will be borne by the
Company. Solicitation will be made by mail. Additional solicitation may be made
by officers and employees of the Company by means of a follow-up letter,
personal interview, telephone or telegram. Such persons will receive no
additional compensation for such services. Proxy cards and materials also will
be distributed to beneficial owners through brokers, custodians, nominees and
similar parties, and the Company intends to reimburse such parties for
reasonable expenses incurred by them in connection with such distribution.
The authorized capital stock of the Company consists of 10,000,000
shares of common stock (the "Common Stock"), $.10 par value per share. As of the
close of business on October 1, 1997 (the "Record Date"), there were 4,997,972
shares of Common Stock outstanding. All of the issued and outstanding shares of
Common Stock of record as of the Record Date are entitled to vote at the
Special Meeting.
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<PAGE> 7
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth with respect to the common
stock as of October 1, 1997 (unless otherwise indicated): (i) the only persons
known to be beneficial owners of more than five percent of the common stock;
(ii) shares beneficially owned by all directors of the Company; (iii) shares
beneficially owned by all directors and executive officers as a group.
Beneficial ownership is direct, and the holders have sole investment power and
sole voting power, unless otherwise indicated.
<TABLE>
<CAPTION>
Number of Shares and Nature
NAME AND ADDRESS OF BENEFICIAL OWNERS (1) of Beneficial Ownership Percent of Class
<S> <C> <C>
Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, NY 10017 958,200(2) 21%
RCM Capital Management, L.L.C
RCM Limited L.P.
RCM General Corporation
Four Embarcadero Center, Suite 2900
San Francisco, California 94111 603,500(3) 13.2%
R.C. Matney 534,440(4) 11.3%
The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202 436,300(5) 9.5%
FMR Corp.
82 Devonshire Street
Boston, MA 02109 328,800(6) 7.2%
Wellington Management Company, L.L.P
75 State Street
Boston, MA 02109 283,000(7) 6.2%
Founders Asset Management, Inc.
2930 East 3rd Avenue
Denver, Co 80206 243,550(8) 5.3%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 241,700(9) 5.3%
James T. Graves 65,300(10) 1.4%
David H. Wedaman 53,871(11) 1.2%
William E. Greenwood 10,500(12) .2%
Dr. Jay U. Sterling 10,500(12) .2%
Robert E. Liss 7,786(13) .2%
Thomas J. Fitzgerald 7,425(14) .2%
Michael J. Musacchio 6,067(15) .1%
Douglass Wm. List 5,240(16) .1%
All Executive Officers and Directors as a Group 707,129(17) 14.5%
</TABLE>
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<PAGE> 8
(1) Unless other indicated, the address is the Company's principal office.
(2) Warburg, Pincus Counsellors, Inc. ("Warburg"), a registered investment
adviser, is deemed to have beneficial ownership of 958,200 shares of
December 31, 1996, which are owned by numerous investment advisory clients.
Warburg has sole voting power with regard to 722,400 shares, sole
investment power with regard to 955,200 shares and shared voting power with
regard to 67,800 shares. The information as to the beneficial ownership of
Warburg was obtained from the Schedule 13G filed by that company.
(3) RCM Capital Management, L.L.C. ("RCM Capital") is a registered
investment adviser, RCM Limited L.P. ("RCM Limited") is the general partner
of RCM Capital and RCM General Corporation ("RCM General") is the general
partner of RCM Limited. RCM Limited and RCM General are deemed to have
beneficial ownership of securities managed by RCM Capital. As of December
31, 1996, RCM Capital, RCM Limited and RCM General have sole voting power
with regard to 516,500 shares and sole investment power with regard to
593,500 shares. The information as to the beneficial ownership of RCM
Capital, RCM Limited and RCM General was obtained from the Schedule 13G
filed by those companies.
(4) Includes 335,430 shares owned indirectly through Mr. Matney's living
trust, 45,260 shares owned indirectly through Mr. Matney's individual
retirement account, 140,358 shares issuable pursuant to non-qualified stock
options granted under the Company's 1992 Non-Qualified Stock Option Plan
(the "NQSO Plan") and 13,392 shares issuable pursuant to incentive stock
options granted under the Company's 1986 Incentive Stock Option Plan (the
"ISO Plan").
(5) The Northwestern Mutual Life Insurance Company ("Northwestern"), an
insurance company, is deemed to have beneficial ownership of 436,300 shares
as of December 31, 1996. Northwestern has sole voting power with regard to
341,100 shares, shared voting power with regard to 95,200 shares and sole
investment power with regard to 341,100 shares. The information as to the
beneficial ownership of Northwestern was obtained from the Schedule 13G
filed by that company.
(6) FMR Corp. ("FMR") is deemed to have beneficial ownership of 328,800
shares as of December 31, 1996. Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR and a registered investment
adviser, is the beneficial owner of 156,000 shares and Fidelity Management
Trust Company, a wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a) (6) of the Securities Exchange Act of 1934, is the beneficial
owner of 172,800 shares. FMR has sole voting power with regard to 172,800
shares and sole investment power with regard to 328,800 shares. The
information as to the beneficial ownership of FMR was obtained from the
Schedule 13G filed by that company.
(7) Wellington Management Company ("Wellington"), a registered investment
adviser, is deemed to have beneficial ownership of 283,000 shares as of
December 31, 1996, which are owned by numerous investment advisory clients.
Wellington has shared voting power with regard to 181,000 shares and shared
investment power with regard to 283,000 shares. The information as to the
beneficial ownership of Wellington was obtained from the Schedule 13G filed
by that company.
(8) Founders Asset Management, Inc. ("Founders"), a registered investment
adviser, is deemed to have beneficial ownership of 243,550 shares as of
December 31, 1996, which are owned by numerous investment advisory clients.
Founders has sole voting power with regard to 243,500 shares and sole
investment power with regard to 243,550 shares. The information as to the
beneficial ownership of Founders was obtained from the Schedule 13G filed
by that company.
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<PAGE> 9
(9) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
adviser, is deemed to have beneficial ownership of 241,700 shares as of
December 31, 1996, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, all of which Dimensional
serves as investment manager. Dimensional disclaims beneficial ownership of
all such shares. The information as to the beneficial ownership of
imensional was obtained from the Schedule 13G filed by that company.
(10) Includes 5,300 shares held in Mr. Graves' individual retirement account
and 60,000 shares issuable pursuant to non-qualified stock options granted
under the NQSO Plan.
(11) Includes 8,500 shares held directly by Mr. Wedaman, 36,000 shares
issuable pursuant to incentive stock options granted under the ISO
Plan, 8,000 shares issuable pursuant to non-qualified stock options
granted under the 1995 Omnibus Stock Incentive Plan, as amended (the
"1995 Plan"), and 1,371 shares allocated to the Mark VII, Inc. Savings
and Investment Plant (the "SIP Plan") account of Mr. Wedaman. Mr.
Wedaman has sole investment power and shared power with respect to the
shares allocated to his SIP Plan account.
(12) Includes 1,500 shares owned directly, 5,000 shares issuable pursuant to
non-qualified stock options granted under the NQSO Plan and 4,000
shares issuable pursuant to non-qualified stock options granted under
the 1995 Plan.
(13) Includes 3,750 shares owned directly, 2,800 shares owned indirectly
through Mr. Liss' individual retirement account, 100 shares owned
jointly with Mr. Liss' wife and 1,136 shares owned indirectly through
Mr. Liss' wife's individual retirement account.
(14) Includes 1,425 shares owned directly and 6,000 shares issuable pursuant
to non-qualified stock options granted under the 1995 Plan.
(15) Includes 1,600 shares owned directly and 4,467 shares owned jointly with
Mr. Musacchio's wife.
(16) Includes 1,280 shares owned directly, 2,000 shares owned indirectly
through Mr. List's individual retirement account and 2,000 shares
issuable pursuant to non-qualified stock options granted under the 1995
Plan.
(17) Includes 53,392 shares issuable pursuant to incentive stock options
granted under the ISO Plan, 210,358 shares issuable pursuant to
non-qualified stock options granted under the NQSO Plan and 26,000 shares
issuable pursuant to stock options granted under the 1995 Plan.
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<PAGE> 10
PROPOSAL I: PROPOSAL TO AMEND AND RESTATE ARTICLE FOURTH
OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO
20,000,000 AND TO REDUCE THE PAR VALUE FROM $.10 PER SHARE TO $.05 PER SHARE.
The Board of Directors of the Company has adopted unanimously a
resolution approving and recommending to the Company's stockholders for their
approval, an amendment to the Company's Certificate of Incorporation to provide
therein for an increase to 20,000,000 shares of Common Stock, $.10 par value,
and to reduce the par value per share from $.10 per share to $.05 per share (the
"Amendment"). The text of the proposed Amendment is attached hereto as Appendix
A. The Board of Directors also adopted unanimously a resolution authorizing and
declaring, subject to approval by stockholders of the Company, a two-for-one
split, which split will provide one share of Common Stock for each authorized
share of Common Stock outstanding and reserved for issuance to common
stockholders of record at the close of business on Friday, November 14, 1997
(the "Stock Split Record Date").
The Board of Directors believes the authorization of the increase in
the number of shares and reduction in par value of Common Stock is in the best
interests of the Company and its stockholders, and believes it advisable to
authorize such shares to have them available for, among other things, possible
issuance in connection with such activities as public or private offerings of
shares for cash, dividends payable in stock of the Company, acquisitions of
other companies, implementation of employee benefit plans and otherwise.
Approval of the Amendment will also permit the Company to effect the split of
the Common Stock of the Company. The Company believes that the proposed
two-for-one split in the issued Common Stock will result in a market price that
should be more attractive to a broader spectrum of investors, particularly
individual investors.
While the Company may consider effecting an equity offering of Common
Stock or otherwise issuing such stock in the proximate future for purposes of
raising additional working capital, acquiring related businesses or assets or
otherwise, the Company, as of the date hereof, has no agreements or
understandings with any third party to effect any such offering or acquisition,
or to purchase any shares offered in connection therewith, or to vote any such
shares, and no assurances are given that any offering will in fact be effected
or that an acquisition pursuant to which such shares may be issued will be
proposed and consummated.
The Board of Directors is required to make any determination to issue
shares of Common Stock based on its judgment as to the best interests of the
stockholders and the Company. Although the Board of Directors has no present
intention of doing so, it could issue shares of Common Stock that could make
more difficult or discourage an attempt to obtain control of the Company by
means of a merger, tender offer, proxy contest or other means. Such shares could
be used to create impediments to persons seeking to gain control of the Company
or could be privately placed with purchasers favorable to the Board of Directors
in opposing such action. The existence of the additional authorized shares could
have the effect of discouraging unsolicited takeover attempts. The issuance of
new shares also could be used to dilute the stock ownership of a person or
entity seeking to obtain control of the Company should the Board of Directors
consider the action of such entity or person not to be in the best interest of
the stockholders and the Company. The current Proposal to amend the Certificate
is not in response to any effort to accumulate the Company's stock or to obtain
control of the Company by means of a merger, tender offer, solicitation in
opposition to management or otherwise. In addition, the Proposal is not part of
any plan by management to recommend a series of similar amendments to the Board
of Directors and the stockholders. The Board does not currently contemplate
recommending the adoption of any other amendments to the Certificate which could
be construed to affect the ability of third parties to takeover or change
control of the Company. The Certificate of Incorporation presently contains a
provision previously approved by the stockholders approximately dividing the
Board of Directors into three classes, each class being elected annually for
three-year-term, which may discourage unsolicited takeover attempts.
In the event this Proposal is approved, certificates representing
shares of the Common Stock will, prior to the time the stock split becomes
effective, continue to represent the same number of shares of the Company's
stock as they did prior to such time. Each stockholder of record at the close of
business on the Stock Split Record Date will be
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<PAGE> 11
entitled to receive one additional share of Common Stock for each share of
Common Stock held on such date. Distribution of the additional shares is
presently expected to occur on Friday, November 21, 1997, and will be
effected in book-entry form, through the mailing of an account statement to each
stockholder of record as of the Stock Split Record Date, crediting additional
shares of Common Stock as a result of the stock split, or, for stockholders of
record as of the Stock Split Record Date who do not hold their shares in
book-entry form, a physical certificate will be sent by the Company's transfer
agent for the additional shares they are entitled to receive as a result of the
stock split.
Approval of the amendment to the Company's Certificate of Incorporation
requires the affirmative vote of a majority of the outstanding shares of Common
Stock which are entitled to vote at the Special Meeting. Unless otherwise
specified, the proxies designated in the proxy will vote the shares covered
thereby at the Special Meeting FOR the approval of the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO
20,000,000 SHARES AND TO REDUCE THE PAR VALUE FROM $.10 PER SHARE TO
$.05 PER SHARE
OTHER MATTERS
The Board of Directors does not contemplate bringing before the Special
Meeting any matter other than those specified in the Notice of Special Meeting
of Stockholders, nor does it have information that other matters will be
presented at the Special Meeting. If other matters come before the Special
Meeting, signed proxies will be voted upon such questions in accordance with the
best judgment of the persons acting under the proxies.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the Annual Meeting
of Stockholders and to be included in the Company's proxy statement and form of
proxy for that meeting must be received by the Company, directed to the
attention of the Secretary, not later than December 10, 1997. Any such proposal
must comply in all respects with the rules and regulations of the Securities and
Exchange Commission.
October 1, 1997 By Order of the Board of Directors
[SIGNATURE CUT]
James T. Graves, Secretary
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<PAGE> 12
APPENDIX A
TEXT OF PROPOSED ARTICLE FOURTH OF
THE CERTIFICATE OF INCORPORATION
OF
MARK VII, INC.
The aggregate number of shares of stock which the Company shall have
authority to issue is 20,000,000. All such shares shall be Common Stock, par
value $.05 per share, and there shall be no preferences, qualifications,
limitations or restrictions whatsoever, nor any special or relative rights in
respect of the shares.
<PAGE> 13
APPENDIX B
MARK VII, INC.
965 RIDGE LAKE BOULEVARD
MEMPHIS, TENNESSEE 38120
The undersigned hereby appoints R. C. Matney, James T. Graves and
Philip L. Dunavant, jointly and individually, as Proxies, each with full power
of subscription and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of Mark VII, Inc. which the
undersigned would be entitled to vote, as designated below, if personally
present at the Special Meeting of Stockholders to be held on Friday, November
7, 1997, or any adjournment or postponement thereof.
I. Amendment to Article FOURTH of the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock to 20,000,000 and reduce the par value from $.10 per share to
$.05 per share.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL I, AND IN THE DISCRETION OF THE
PROXIES AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Print Name(s)
------------------------------------------
Signature
----------------------------------------------
Signature If
Held Jointly
-------------------------------------------
Dated:
-------------------------------------------, 1997
Please date and sign in the same manner in which your shares are
registered. When signing as executor, administrator, trustee, guardian,
attorney or corporate officer, please give full title as such. Joint
owners should each sign.
