<PAGE>
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
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
PRINTWARE, 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):
/ / 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 transaction applies:
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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.:
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3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
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<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 13, 2000
To the Shareholders of Printware, Inc.:
The fourth annual meeting of shareholders will be held at the Corporate
Offices of Printware, Inc. at 1270 Eagan Industrial Road, St. Paul, Minnesota
55121 on Thursday, April 13, 2000, at 3:30 p.m., Central Daylight Time, for
the following purposes:
1. To elect five Directors to hold office until the next annual meeting of
shareholders; and
2. To take action on any other business that may properly come before the
meeting.
Shareholders of record at the close of business on February 23, 2000 are
entitled to vote at the meeting and at any adjournment thereof.
Whether or not you expect to be present at the meeting, please complete,
sign, and return the enclosed proxy card as soon as possible to ensure the
presence of a quorum and save the Company further solicitation expense. For
your convenience, a return envelope is enclosed that requires no postage if
mailed in the United States. If you attend the meeting in person, your
proxy will be returned to you upon request.
Brian D. Shiffman
Secretary
Dated: March 8, 2000
Whether or not you expect to attend the meeting, please sign and date the
enclosed proxy and return it in the enclosed envelope. Thank you.
<PAGE>
Printware, Inc.
1270 Eagan Industrial Road
St. Paul, Minnesota 55121
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
April 13, 2000
The accompanying proxy is solicited by the Board of Directors of Printware,
Inc. (the "Company") in connection with the annual meeting (including any
adjournments, the "Meeting") of shareholders of the Company to be held
April 13, 2000.
The cost of soliciting proxies, including the cost of preparing and mailing
the notice of the Meeting and this proxy statement, will be paid by the
Company. Proxies will be solicited primarily by mailing this proxy statement
to all shareholders entitled to vote at the Meeting. In addition to the use
of the mails, proxies may be solicited personally or by telephone, telegraph,
facsimile or other means of communication by Directors, executive officers,
and employees of the Company who will not be specially compensated for such
activities, but who may be reimbursed for any reasonable out-of-pocket
expenses incurred by them in connection therewith. The Company may also
reimburse brokers, banks, and others holding shares in their names that are
beneficially owned by others for the cost of forwarding proxy material and
obtaining proxies from their principals.
A shareholder may revoke his or her proxy at any time before it is voted by
written notice addressed to the Secretary at the offices of the Company, by
filing another proxy bearing a later date with the Secretary or by appearing
at the Meeting and voting in person. Unless revoked, all properly executed
proxies will be voted. This proxy statement and enclosed form of proxy are
first being mailed to shareholders on or about March 8, 2000.
Only shareholders of record at the close of business on February 23, 2000,
may vote at the Meeting. As of that date, there were 3,275,557 shares of
common stock, no par value per share ("Common Stock"), of the Company
outstanding. Such shares constitute the only class of the Company's
outstanding equity securities. Each shareholder of record is entitled to one
vote for each share registered in his or her name on each matter presented at
the Meeting. Cumulative voting is not permitted.
Shares of Common Stock represented by proxies in the form solicited will be
voted in the manner directed by the holder of such shares. If no direction is
made, such shares will be voted FOR the election of the nominees for the
Company's Board of Directors named. The persons named as proxies may also
vote on any other matter to properly come before the Meeting. If an executed
proxy is returned and the executing shareholder has elected to "abstain" from
voting on any matter (or to "withhold authority" as to the election of any
Director), the shares represented by such proxy will be considered present at
the Meeting for purposes of determining a quorum and for purposes of
calculating the vote, but will not be considered to have been voted in favor
of such matter. If an executed proxy is returned by a broker holding shares
in street name that indicates that the broker does not have discretionary
authority to vote certain of such shares on one or more matters, those shares
will be considered present at the Meeting for purposes of determining a
quorum, but will not be considered to be represented at the Meeting for
purposes of calculating the vote with respect to such matters.
<PAGE>
ITEM 1: ELECTION OF DIRECTORS
The Board of Directors has set the size of the Board at five persons and
nominated the persons listed below to be elected Directors to serve until the
2001 annual meeting of the Company's shareholders. The affirmative vote of
the holders of a majority of the shares of Common Stock entitled to vote and
present in person or by proxy at the Meeting will be necessary to elect each
of the nominees listed below. All of the nominees are presently Directors of
the Company whose terms of office will expire at the Meeting.
Daniel A. Baker, Ph.D., age 42, has served as the Company's President and a
Director since February 1993, and additionally as Chief Executive Officer
since January 1995. Dr. Baker joined the Company in May 1990 as Vice
President of Engineering and was later appointed Vice President of Sales,
Marketing, and Product Development. He has over 20 years of experience in
high-tech industry, and personally holds 15 patents. His previous experience
includes executive positions at Minntech Corporation and Percom Data
Corporation.
Allen L. Taylor, Ph.D., age 64, is a co-founder of the Company and has served
as a Director since the Company's incorporation in May 1985. Dr. Taylor was
an employee of Minnesota Mining and Manufacturing Company ("3M") for over 30
years until his retirement in 1996. At 3M, he led the development of a number
of products for the printing industry. In 1985, Dr. Taylor was instrumental
in obtaining for the Company a license from 3M for the key resonant-
galvanometer technology used in the Company's platesetters.
Brian D. Shiffman, age 60, has served as a Director since the Company's
incorporation in May 1985, when he was instrumental in the formation of the
Company. Mr. Shiffman has been President of Northstar Photonics, Inc., a
developer of high-speed lasers, since July 1998. Previously, Mr. Shiffman
was Business Development Director at Minnesota Project Innovation, Inc., and
Vice President at the Minnesota Cooperation Office as a loaned executive
from Control Data Corporation, where he was employed for over 20 years.
Michael C. Berg, age 64, was elected a Director in October 1998. Mr. Berg is
president of Graphic and Printing Specialists, a Minneapolis-based printing
design firm, and a partner in Paragon Forms, which prints optical-mark
reading forms. He previously owned Hoppe printing in Minneapolis. Mr. Berg
has served on the boards of several public companies, including Intran, NCS,
and Swenko Medical.
Victor H. Weiss, age 72, was elected a Director in October 1998. Mr. Weiss
is retired chairman of Hopkins, Minnesota-based MACtac Engineered Products,
a subsidiary of MACtac, a Bemis Company. MACtac supplies pressure-sensitive
materials for graphic products, digital imaging, and printed labels for
specialized end-users. Prior to his current position, Mr. Weiss held a number
of engineering and executive positions, and has extensive experience with
printed products.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS OF THE
COMPANY VOTE FOR THE ELECTION OF EACH NOMINEE NAMED ABOVE. Unless authority
to vote is withheld, the persons named proxies will vote FOR the election of
each of the above-listed nominees. If any of the nominees are not candidates
for election at the Meeting, which is not presently anticipated, the persons
named proxies will vote for such other person or persons as they may, in
their discretion, determine.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 23, 2000, the number of
shares of Common Stock owned by each person who is known by the Company to
beneficially own more than five percent of the Company's outstanding Common
Stock, each Director, each person named in the Summary Compensation Table
that appears elsewhere in this proxy statement, and all of the Directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares Owned Shares Issuable Upon the
(including shares Exercise of Options that
underlying the options are Currently or Will
Name of described in the next Become Exercisable Within Percent of
Beneficial Owner column) the Next 60 Days Class
======================= ====================== ========================= ==========
<S> <C> <C> <C>
Daniel A. Baker 320,634 287,337 9.79%
Thomas W. Petschauer 205,914 117,489 6.29%
Timothy S. Murphy 22,810 20,248 *
Allen L. Taylor<F1> 334,374 12,000 10.21%
Brian D. Shiffman 12,500 12,000 *
Michael C. Berg 14,000 10,000 *
Victor H. Weiss 10,000 10,000 *
All Directors and
executive officers
as a group (7 persons)<F2> 920,232 469,074 28.09%
Pyramid Trading Limited
Partnership, Gary Kohler,
and Andrew Redleaf<F3> 449,200 0 13.71%
Donald M. Hall and Dennis
Hanish<F4> 251,500 0 7.68%
_________________________
<FN>
* Less than one percent
<F1>
Based on a Schedule 13G/A filed February 10, 2000 with the Securities and
Exchange Commission (the "Commission").
<F2>
Voting and investment power with respect to the shares described above as held
by a Director or executive officer are held solely by the indicated Director or
executive officer and spouse.
<F3>
Based on a Schedule 13D/A filed February 17, 2000 with the Commission.
<F4>
Based on a Schedule 13D filed February 10, 2000 with the Commission.
</FN>
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has overall
responsibility for compensation actions affecting the Company's officers.
The Compensation Committee is composed entirely of Directors who are not
employees of the Company ("Independent Directors"), none of whom is or has
been an officer of the Company. The Compensation Committee is responsible
for:
- -- Developing an executive compensation philosophy and administrative policies;
- -- Determining the compensation of the Chief Executive Officer (the "CEO") and
the other executive officers;
- -- Establishing performance measurements, compensation, and grants under the
Company's bonus and stock option programs; and
- -- Reviewing comparative data for executive officer positions.
PHILOSOPHY
The Company seeks to develop a compensation program that:
- -- Attracts, retains, and motivates a top-quality management team;
- -- Links compensation to performance;
- -- Aligns the interests of shareholders and management by encouraging stock
ownership by management and rewarding financial performance that increases
shareholder value; and
- -- Maintains a management compensation program that is competitive in terms of
compensation level and incentive design.
The Compensation Committee uses, depending on availability, data from
compensation surveys and publicly-available data for comparable companies in
setting the appropriate mix of compensation elements and overall compensation
levels. The Compensation Committee has not used outside consultants to
prepare specific studies but would be free to do so in the exercise of its
independent judgment.
The comparability of companies for compensation purposes is judged
according to the following criteria:
1. Comparable size
2. Similar industries
3. Geographical location
The Compensation Committee's objective for 1999 was to position the total
compensation of the executive officers at a level commensurate with the
median total compensation associated with comparable positions at comparable
companies. Actual compensation was intended to be in excess of the median
only if the Company's performance exceeded predetermined goals.
There are three components to the Company's executive compensation program:
1. Base salary
2. Bonus
3. Stock options
1. Base salary: After a review of competitive salary data, base salaries of
Printware executive officers were left unchanged from the levels set
January 1, 1999. Dr. Baker's base salary remained $143,000 per year.
2. Bonus: Annual bonus awards are designed to link compensation to
performance and reward financial performance that increases shareholder
value. The executive officers, including Mr. Murphy who earned commissions
on certain revenues, were not awarded bonuses for 1999 compared to a potential
of up to 60% of base salary, based on a preset formula incorporating revenues
and pretax profits.
<PAGE>
3. Stock options: Stock option grants are an important long-term incentive
to attract, retain, and motivate the management team; to align the interests
of shareholders and management; and to encourage stock ownership by
management. The executive officers were granted annual incentive stock option
grants for 1999 as listed, which were not based on a pre-set formula, but
rather were intended to be similar to those of comparable positions at
comparable companies. All options were granted at fair market value. See the
following tables "Summary Compensation Table" and "Option Grants in Last
Fiscal Year."
The Compensation Committee reserves the right to make additions to the
awarded bonus and option grants based on subjective measures of executive
officer performance and achievements. No such additions were made for 1999.
Bonus awards for 2000 will be based on formulae incorporating revenues and
pretax profits. Total compensation is intended to exceed the median for
comparable positions only if predetermined goals are exceeded. Incentive
stock option grants for 2000 will not be based on a pre-set formula, but are
intended to be similar to those of comparable positions at comparable
companies.
None of the executive officers or Directors of the Company are parties to
any employment agreements with the Company.
CHANGE IN CONTROL AGREEMENTS
The Company is a party to change in control agreements ("Agreements") with
two of its executive officers. These Agreements provide that in the event of
change in control of the Company followed by termination of employment without
good cause within one year, the executive officer will receive a lump-sum
severance payment. Dr. Baker's Agreement provides for the payment of the
equivalent of two years' compensation, with one year's compensation provided
in Mr. Petschauer's Agreement.
Brian D. Shiffman, Chairman Compensation Committee
Michael C. Berg
Victor H. Weiss
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation =====================
================================= Securities All Other
Name and Other Annual Underlying Compen-
Principal Position Year Salary<F1> Bonus<F2> Compensation Awards Options<F3> sation<F4>
===================== ==== ========= ======== ============ ========= ========== =========
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 1999 $143,000 $ 0 $0 $0 73,000 $ 982
President and Chief 1998 138,930 73,904 0 0 73,000 2,400
Executive Officer 1997 140,205 38,745 0 0 36,000 1,920
Thomas W. Petschauer 1999 116,018 0 0 0 30,000 870
Executive Vice Presi- 1998 112,769 60,080 0 0 30,000 1,784
dent and CFO 1997 114,242 31,750 0 0 15,000 1,738
Timothy S. Murphy<F5> 1999 107,630 0 0 0 14,000 759
Vice President 1998 123,563 13,290 0 0 14,000 1,853
1997 79,957 0 0 0 5,000 800
_________________________
<FN>
<F1>
Based on 26 biweekly paydays in 1999, with 26 in 1998 and 27 in 1997.
<F2>
Consists of bonuses listed according to which year's performance they were
awarded. No bonuses were paid for 1999 performance.
<F3>
Consists of incentive stock options listed according to which year's
performance they were awarded. In February 1999 incentive stock options of
73,000 shares, 30,000 shares, and 14,000 shares were issued to Dr. Baker, Mr.
Petschauer, and Mr. Murphy, respectively, as incentives for 1999 performance.
<F4>
Consists of matching contributions made under the Company's 401(k) Plan,
plus matches of $320 to Dr. Baker and $400 to Mr. Petschauer to support one-
time personal computer purchases in 1997.
<F5>
Mr. Murphy was promoted to Vice President of Marketing and Sales in May
1997. His salary included sales commissions of $32,630 in 1999, $53,571 in
1998, and $20,082 in 1997.
</FN>
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants Potential Realizable
=============================================== Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to for Option Term
Options Employees Exercise or =====================
Granted in Fiscal Base Price Expiration
Name <F1> Year<F2> Per Share Date 5%<F3> 10%<F3>
====================== ========== ========== =========== ========== ========= =========
<S> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 73,000 45.5% $3.13 2/4/09 $143,467 $363,572
Thomas W. Petschauer 30,000 18.7 3.13 2/4/09 58,959 149,413
Joseph F. Dayton<F4> 26,000 16.2 3.13 2/4/09 0 0
Timothy S. Murphy 14,000 8.7 3.13 2/4/09 27,514 69,726
_________________________
<FN>
<F1>
The options were incentive stock options granted at the fair market value on
the date of grant, February 4, 1999. All of the officers' options vest one-
third after one year, another one-third after two years, and the last one-
third after three years.
<F2>
Excludes options in the amounts of 5,000 shares exercisable at $2.66 per
share granted on April 15, 1999 to each Independent Director: Dr. Taylor,
Mr. Shiffman, Mr. Berg, and Mr. Weiss.
<F3>
Represents the potential net realizable value of each grant of options
assuming that the market price of the underlying Common Stock appreciates in
value from its fair market value on the date of grant to the end of the
option term at the dedicated annual rates. The stock price appreciation at
5 and 10% per year are shown for illustrative purposes only.
<F4>
Mr. Dayton's employment with the Company as Senior Vice President ended on
January 10, 2000. His stock options became unexercisable on February 9, 2000.
</FN>
</TABLE>
<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Securities Underlying Value of Unexercised
Number of Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Shares Year End Year End<F1>
Acquired Value ========================= =========================
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
==================== =========== ======== =========== ============= =========== =============
<S> <C> <C> <C> <C> <C> <C>
Daniel A. Baker 0 $0 226,671 133,667 $0 $0
Thomas W. Petschauer 0 0 92,489 55,000 0 0
Joseph F. Dayton 0 0 64,390 46,334 0 0
Timothy S. Murphy 0 0 9,248 25,002 0 0
_________________________
<FN>
<F1>
The value of unexercised options at December 31, 1999, the last trading day of
1999, is determined by multiplying the difference between the exercise prices
of the options and the closing price of the Common Stock on The Nasdaq Stock
Market on December 31, 1999 ($2.25 per share) by the number of shares
underlying the options.
</FN>
</TABLE>
<PAGE>
MEETINGS AND COMPENSATION OF DIRECTORS
There were four meetings of the Board of Directors in 1999.
The Board of Directors has an Audit Committee, a Compensation Committee,
and a Nominating Committee. The Audit Committee is composed entirely of
Independent Directors, and reviews the reports of and engages in direct
discussions with the independent auditors. The Audit Committee held two
meetings in 1999. The Compensation Committee is composed entirely of
Independent Directors, and its role is described elsewhere in this proxy
statement. The Compensation Committee held three meetings in 1999. The
Nominating Committee consists of all of the Independent Directors; it reviews
the qualifications for election to the Board of Directors and, in consultation
with the Company's management, identifies prospective nominees. The
Nominating Committee met once in 1999.
The Nominating Committee will consider nominees to the Board of Directors
recommended by shareholders. Such recommendations should be submitted by mail,
addressed to the Nominating Committee in care of the Secretary of the Company.
During 1999 each incumbent Director attended at least 75 percent of the
meetings of the Board of Directors and committees of the Board on which he
served.
Directors who are employees of the Company do not receive compensation for
service on the Board other than their compensation as employees. Independent
Directors receive no cash compensation, with the exception of Mr. Shiffman, who
received $5,000 for his additional services as Secretary in 1999.
In addition, under the 1996 Stock Plan as amended, each new Independent
Director will receive a one-time grant of a nonqualified option to purchase
5,000 shares of Common Stock as of the date of his or her initial election as a
Director. These options have an exercise price equal to the fair market value
of the underlying Common Stock on the date of grant, are fully exercisable upon
the date of grant, and expire on the fifth anniversary of such grant.
Each Independent Director will also receive a grant of a nonqualified option
to purchase 5,000 shares of Common Stock under the 1996 Stock Plan as amended
at the fair market price on the date of each annual meeting of the
shareholders of the Company, provided that each such Director continues to
serve as an Independent Director immediately following the annual meeting.
Dr. Taylor, Mr. Shiffman, Mr. Berg, and Mr. Weiss each received such a grant
with an exercise price of $2.66 upon their reelection on April 15, 1999.
Dr. Baker was ineligible for such a grant upon his reelection since he was an
employee of the Company on that date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consisted of three Independent Directors, none of
whom is or has been an officer of the Company. The Company has no
compensation committee interlocks--that is, no officer of the Company serves
as a director or a compensation committee member of a company that has an
officer or former officer serving on the Company's Board of Directors or the
Compensation Committee.
<PAGE>
INDEPENDENT AUDITORS
Deloitte & Touche has acted as independent auditors of the Company since
1991. Representatives of Deloitte & Touche are expected to be present at the
Meeting, will be given the opportunity to make a statement if they desire to
do so, and will be available to answer appropriate questions.
OTHER BUSINESS
The Board of Directors does not intend to present any business at the
Meeting other than the matters specifically set forth in this proxy
statement, and knows of no other business scheduled to come before the
Meeting. If any other matters are brought before the Meeting, the persons
named as proxies will vote on such matters in accordance with their judgment
of the best interests of the Company.
Any shareholder proposals intended to be presented at the Company's 2001
annual meeting of shareholders must be received by the Company no later than
November 15, 2000 in order to be included in the proxy statement for that
meeting.
The Company's Annual Report to Shareholders for the year ended December 31,
1999 is being mailed to shareholders with this proxy statement. Shareholders
may receive, without charge, a copy of the Company's Annual Report on Form
10-K, including financial statements and schedules thereto, as filed with the
Securities and Exchange Commission, by writing to: Thomas W. Petschauer,
Printware, Inc., 1270 Eagan Industrial Road, St. Paul, MN 55121, or by
accessing the Company's Internet web site at: http://PrintwareInc.com.
By order of the Board of Directors:
Brian D. Shiffman
Secretary
March 8, 2000
<PAGE>
PRINTWARE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 13, 2000
The undersigned hereby appoints Daniel A. Baker, Ph.D. or Thomas W.
Petschauer, or either of them, as proxies with full powers of substitution,
to vote all shares of common stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the "Meeting"), to be
held at the corporate offices of Printware, Inc. at 1270 Eagan Industrial
Road, St. Paul, MN 55121 on Thursday, April 13, 2000, at 3:30 p.m. Central
Daylight Time, and at any and all adjournments thereof, hereby revoking all
former proxies.
1. The election of directors to serve until the 2001 annual meeting:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as indicated below)
Daniel A. Baker, Ph.D. Allen L. Taylor, Ph.D. Brian D. Shiffman
Michael C. Berg Victor H. Weiss
INSTRUCTIONS: To withhold your vote for any individual nominee, strike a
line through the nominee's name.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON ITEM 1 IN ACCORDANCE WITH
THE SPECIFICATIONS MADE, AND "FOR" SUCH ITEM IF THERE IS NO SPECIFICATION.
Please date and sign exactly as your name appears on this form of proxy. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each shareholder should sign.
Dated: __________________________, 2000
/ / Please check here if you plan to attend the Meeting.
SIGNATURE OF SHAREHOLDER ____________________________________
SIGNATURE OF SHAREHOLDER ____________________________________
(if held jointly)
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
