<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 Section240.14a-11(c) or
Section240.14a-12
MID AMERICA REALTY
- --------------------------------------------------------------------------------
(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)(1)
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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
APRIL 22, 1998
To the Shareholders of Mid-America Realty Investments, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders will be held
at 10:00 a.m. on Wednesday, April 22, 1998 at the Marriott Hotel, 10220 Regency
Circle, Omaha, Nebraska for the following purposes:
(1) To elect directors to serve for the following year.
(2) To ratify the appointment of independent public accountants.
(3) To transact such other business as may properly come before the meeting.
The Directors have fixed the close of business on February 27, 1998 as the
record date for shares entitled to vote at the meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
Jerome L. Heinrichs
[SIG]
Chairman and Chief Executive Officer
March 18, 1998
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC.
11506 Nicholas Street
Suite 100
Omaha, Nebraska 68154
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of Mid-America Realty
Investments, Inc. (the "Company") to be held on Wednesday, April 22, 1998 at
10:00 a.m. at the Marriott Hotel, 10220 Regency Circle, Omaha, Nebraska. A copy
of the Company's Annual Report for the fiscal year ended December 31, 1997
accompanies this Proxy Statement. The executive offices of the Company are
located at 11506 Nicholas Street, Suite 100, Omaha, Nebraska 68154.
Shareholders of record as of the close of business on February 27, 1998 will
be entitled to vote at the meeting. On that date, there were 8,285,235 shares of
common stock outstanding.
The presence of a majority of the outstanding shares of common stock,
represented in person or by proxy at the meeting, will constitute a quorum.
Shares represented by proxies that are marked "abstain" will be counted as
shares present for purposes of determining the presence of a quorum. Proxies
relating to "street name" shares that are voted by brokers on some matters will
be treated as shares present for purposes of determining the presence of a
quorum, but will not be treated as shares entitled to vote at the annual meeting
on those matters as to which authority to vote is withheld by the broker
("broker non-votes").
The five nominees receiving the highest vote totals will be elected as
directors of the Company. Accordingly, abstentions and broker non-votes will not
affect the outcome of the election of directors. All other matters to be voted
on will be decided by the affirmative vote of a majority of the shares present
or represented at the meeting and entitled to vote. On any such matter, an
abstention will have the same effect as a negative vote. A broker non-vote will
not be counted as an affirmative vote or a negative vote because shares held by
brokers will not be considered entitled to vote on matters as to which the
brokers withhold authority.
A shareholder giving a proxy may revoke it before the meeting by mailing a
signed instrument revoking the proxy to: Secretary, Mid-America Realty
Investments, Inc., Suite 100, 11506 Nicholas Street, Omaha, Nebraska 68154. To
be effective, a mailed revocation must be received by the Secretary before the
date of the Annual Meeting. A shareholder may also attend the Annual Meeting in
person, and at that time withdraw his or her proxy and vote in person. This
proxy statement is being mailed to shareholders on or about March 18, 1998.
The proxy is being solicited by the Board of Directors of the Company.
Proxies may also be solicited by officers and employees of the Company, and by
Kissel-Blake, Inc. and its employees, by means of personal contacts or telephone
contacts. The cost of solicitation of proxies including the cost of reimbursing
banks, brokers, and other record holders for forwarding proxies and proxy
statements to the beneficial holders of the shares, will be borne by the
Company.
1
<PAGE>
ELECTION OF DIRECTORS
All directors of the Company are elected at each Annual Meeting. Pursuant to
the By-Laws, the number of directors to be elected is five. Any vacancy on the
Board from time to time will be filled by a vote of the remaining directors.
Each person so elected shall serve until the Company's next Annual Meeting
and/or until his successor is elected and qualified.
The persons named as proxies in the accompanying proxy intend to vote for
the election of the persons named below, all of whom are presently directors of
the Company, to serve until the next Annual Meeting of Shareholders and/or until
their successors are elected and shall qualify. It is expected that each of the
nominees will be able to serve, but if such nominee is unable to serve for any
reason, the proxies reserve discretion to vote or refrain from voting for a
substitute nominee or nominees.
PERSONS NOMINATED FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION
TENURE WITH THE COMPANY AGE FOR THE PAST FIVE YEARS
- ------------------------------- --- ------------------------------------------
<S> <C> <C>
Jerome L. Heinrichs 58 Mr. Heinrichs was appointed Chief Oper-
Chairman and Chief Executive ating Officer in April 1992 and Chairman
Officer and Chief Executive Officer in October
Director Since December 1986 1992. Mr. Heinrichs was the co-founder,
President and Chairman of the Board of
Investors Realty, Inc., Omaha, Nebraska, a
commercial and industrial real estate
brokerage, leasing and management company
from 1975 to April 1992.
Daniel A. Burkhardt 50 Mr. Burkhardt has been a Principal in the
Director Since January 1989 Investment Banking Department of Edward D.
Jones & Co. since January 1980. Mr.
Burkhardt also serves as a Director for
the following organizations: The Essex
County Gas Company, Amesbury,
Massachusetts; St. Joseph Light and Power,
St. Joseph Missouri; Community Investment
Partners I and II, St. Louis, Missouri;
and SEMCO Inc., Port Huron, Michigan.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION
TENURE WITH THE COMPANY AGE FOR THE PAST FIVE YEARS
- ------------------------------- --- ------------------------------------------
<S> <C> <C>
Michael F. Lawler 52 Mr. Lawler has been Vice President and
Director Since January 1990 Treasurer of Tenaska, Inc. and its affili-
ated companies, Omaha, Nebraska, an
international developer of independent
power projects and marketer of natural gas
and electricity, since November 1991. He
has financed in excess of $1.5 billion of
debt and equity capital for Tenaska
affiliated entities.
John L. Maginn 58 Mr. Maginn has been Executive Vice
Director Since June 1992 President, Chief Investment Officer and
Treasurer of Mutual of Omaha Insurance
Company and United of Omaha Life Insurance
Company since August 1987. He is also
President of Mutual Asset Management
Company.
Gary R. Hawkins 51 Mr. Hawkins is a partner in the real
Director Since January 1996 estate development company Hawkins-Smith
Development Co. located in Boise, Idaho.
He is active as a senior instructor in the
commercial investment division of the
National Association of Realtors. For the
past 20 years, Mr. Hawkins has written and
taught courses on shopping center
development and market feasibility.
</TABLE>
DIRECTOR MEETINGS AND COMPENSATION
The Board of Directors met ten times during 1997, including five meetings by
teleconference. The Board of Directors has assigned certain responsibilities to
committees. All directors attended at least 75% of the meetings of the Board and
Committees on which he served.
The Audit Committee consists of Mr. Lawler (Chairman) and Mr. Maginn. The
Audit Committee recommends the independent accounting firm to be retained each
year, meets periodically with the independent accountants and management to
review the scope of audit procedures, to review audit reports and to consider
internal control and financial reporting matters. The Committee met one time in
1997.
The Finance Committee consists of Mr. Lawler (Chairman), Mr. Maginn and Mr.
Heinrichs. The Finance Committee reviews the Company's operating results and
financial position (including short-term and long-term liquidity), evaluates
potential sources of capital and reviews proposals for potential acquisitions.
The Committee met four times in 1997.
3
<PAGE>
The Compensation Committee consists of Mr. Burkhardt (Chairman) and Mr.
Lawler. The Compensation Committee determines the amount and types of
renumeration to be paid to management employees and administers the Company's
stock plans. The Committee met one time in 1997.
The Company does not have a standing Nominating Committee.
Directors who are not employees of the Company receive fees of i) $10,000
per annum (50% of this retainer is paid in the form of Company stock), ii) $500
for each meeting of the Board of Directors ($250 for telephone meetings), and
iii) $250 for each committee meeting ($150 for telephone meetings).
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND POSITION AGE FOR THE PAST FIVE YEARS
- ------------------------------------ --- ------------------------------------
<S> <C> <C>
Jerome L. Heinrichs, 58 See "Persons Nominated for Election
Chief Executive Officer as Directors"
Dennis G. Gethmann, 48 Mr. Gethmann was promoted to Presi-
President and Chief Operating dent and Chief Operating Officer in
Officer January 1995. Mr. Gethmann has been
Chief Financial Officer of the
Company since October 1993. Mr.
Gethmann was the President and Chief
Financial Officer of Financial
Services with Marquette Partners,
Minneapolis, Minnesota, a real
estate firm that managed and owned
commercial real estate, from March
1990 to October 1993.
</TABLE>
4
<PAGE>
OWNERSHIP OF SHARES BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning all shares
beneficially owned as of February 27, 1998 by each director and executive
officer. The voting and investment power for all shares listed are held solely
by the named holder.
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
NAMED DIRECTOR OR EXECUTIVE OFFICER BENEFICIALLY OWNED COMMON STOCK
- --------------------------------------------- ------------------ -------------
<S> <C> <C>
Jerome L. Heinrichs 143,272* 1.73%
Dennis G. Gethmann 90,370* 1.09%
John L. Maginn 7,824 **
Michael F. Lawler 4,224 **
Daniel A. Burkhardt 4,190 **
Gary R. Hawkins 1,557 **
------- ---
Directors and Executive Officers as a Group
(6 persons) 251,437 3.04%
------- ---
------- ---
</TABLE>
- ------------------------
* Includes presently exercisable options for shares of 125,000 for Mr.
Heinrichs and 75,000 for Mr. Gethmann.
** Less than 1% of the Company's common stock.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information available to the Company
and as reported on Schedule 13Gs filed with the Securities and Exchange
Commission in February 1998 with respect to shares of the Company held by those
persons known to the Company to be beneficial owners (as determined under the
rules of the Securities and Exchange Commission) of more than 5% of the
Company's shares of common stock then outstanding:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
----------------------------
PERCENT OF
NAME AND ADDRESS NUMBER OF TOTAL SHARES
OF BENEFICIAL OWNER SHARES OUTSTANDING
--------------------------------- --------- ------------
<S> <C> <C>
Merrill Lynch & Co., Inc. 751,300 9.07%
World Financial Center, North
Tower
250 Versey Street
New York, New York 10281
</TABLE>
5
<PAGE>
SUMMARY COMPENSATION TABLE
The following table shows compensation paid by the Company for services
rendered during 1997, 1996 and 1995 to the Chief Executive Officer and the only
other executive officer of the Company whose salary and bonus exceeded $100,000
in 1997.
<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ------------------------------------------------- --------- ----------- --------- --------------
<S> <C> <C> <C> <C>
Jerome L. Heinrichs, 1997 $ 158,250 $ 31,250 $ 30,976(1)
Chairman and Chief Executive Officer 1996 158,250 26,500 29,472(2)
1995 150,000 22,500 29,212(3)
Dennis G. Gethmann, 1997 142,425 31,250 28,563(4)
President and Chief Operating Officer 1996 142,425 31,250 24,121(5)
1995 135,000 22,500 17,830(6)
</TABLE>
- ------------------------
(1) Represents $13,955 paid by the Company for the annual premium on life
insurance on the executive's life in 1997 pursuant to the Company's
Executive Death Benefit Plan, $10,000 of contributions by the Company during
1997 pursuant to the Company's Executive Deferred Compensation Plan, $5,256
paid by the Company during 1997 related to the Company's Executive
Disability Plan and $1,765 of benefits associated with the Company's
Executive Health Insurance Program.
(2) Represents $13,955 paid by the Company for the annual premium on life
insurance on the executive's life in 1996 pursuant to the Company's
Executive Death Benefit Plan, $10,000 of contributions by the Company during
1996 pursuant to the Company's Executive Deferred Compensation Plan, $5,004
paid by the Company during 1996 related to the Company's Executive
Disability Plan and $513 of benefits associated with the Company's Executive
Health Insurance Program.
(3) Represents $13,955 paid by the Company for the annual premium on life
insurance on the executive's life in 1995 pursuant to the Company's
Executive Death Benefit Plan, $10,000 of contributions by the Company during
1995 pursuant to the Company's Executive Deferred Compensation Plan, $4,759
paid by the Company during 1995 related to the Company's Executive
Disability Plan and $498 of benefits associated with the Company's Executive
Health Insurance Program.
(4) Represents $4,260 paid by the Company for the annual premium on life
insurance on the executive's life in 1997 pursuant to the Company's
Executive Death Benefit Plan, $9,969 of contributions by the Company during
1997 pursuant to the Company's Executive Deferred Compensation Plan, $1,802
paid by the Company during 1997 related to the Company's Executive
Disability Plan and $12,532 of benefits associated with the Company's
Executive Health Insurance Program.
(5) Represents $4,260 paid by the Company for the annual premium on life
insurance on the executive's life in 1996 pursuant to the Company's
Executive Death Benefit Plan, $9,969 of contributions by the Company during
1996 pursuant to the Company's Executive Deferred Compensation Plan, $1,706
paid by the Company during 1996 related to the Company's Executive
Disability Plan and $8,186 of benefits associated with the Company's
Executive Health Insurance Program.
6
<PAGE>
(6) Represents $4,260 paid by the Company for the annual premium on life
insurance on the executive's life in 1995 pursuant to the Company's
Executive Death Benefit Plan, $8,438 of contributions by the Company during
1995 pursuant to the Company's Executive Deferred Compensation Plan, $1,618
paid by the Company during 1995 related to the Company's Executive
Disability Plan and $3,514 of benefits associated with the Company's
Executive Health Insurance Program.
OPTION GRANTS IN 1997
There were no stock options granted to employees during 1997.
OPTION EXERCISES IN 1997 AND YEAR-END VALUES TABLE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE- MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) $ UNEXERCISABLE UNEXERCISABLE
- ----------------------------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Jerome L. Heinrichs 0 0 125,000 / 0 $106,250 / 0
Dennis G. Gethmann 0 0 75,000 / 0 $106,250 / 0
</TABLE>
EMPLOYMENT AGREEMENTS
The Company and Mr. Heinrichs are parties to an employment agreement dated
April 13, 1992. Mr. Heinrichs receives a base salary of at least $120,000 per
annum plus customary fringe benefits, which base salary is to be reviewed by the
Board of Directors on an annual basis.
The Company and Mr. Gethmann are parties to an employment agreement dated
January 20, 1994. Mr. Gethmann receives a base salary of at least $110,000 per
annum plus customary fringe benefits, which base salary is to be reviewed by the
Board of Directors on an annual basis.
Each employment agreement is terminable by either party thereto at any time
subject to certain notice requirements; provided, if the Company terminates an
employment agreement without cause (as defined in each employment agreement),
the terminated executive will receive severance pay equal to his normal monthly
pay for a period of two years. If an employment agreement is terminated
following a change in control of the Company (as defined in each employment
agreement), the terminated executive will receive severance payments equal to
200% of his then current annual base salary.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for establishing and administering
the executive compensation and stock option plans for the Company. The Committee
is composed of non-employee directors.
The base salary for the Company's executive officers is reviewed annually by
the Committee. The Committee also considers discretionary bonus payments
annually based upon various factors including
7
<PAGE>
corporate and individual performance during the year. The Committee approved
1997 bonuses of $31,250 to Mr. Heinrichs and $31,250 to Mr. Gethmann based upon
the Committee's subjective determination of each executive's performance and
contributions to the success of the Company during the year.
The Committee established during 1994 the Executive Death Benefit Plan and
the Executive Deferred Compensation Plan, both of which are designed to further
assist the Company in attracting and retaining executive officers. Under the
Executive Death Benefit Plan, the Company purchased a $300,000 split-dollar life
insurance policy on the Chief Executive Officer and a $225,000 split-dollar life
insurance policy on the President. The executive officer pays the "term" portion
of the annual premium and the Company pays the balance of the annual premium
(which amount must be repaid to the Company from the proceeds of the policy),
which amount is reflected as "all other compensation" in the Summary
Compensation Table. Under the Executive Deferred Compensation Plan, the
executive officers are entitled to defer a portion of their base salary and
annual bonuses. The Company matches up to 50% of such deferrals up to $10,000
per executive per year. Such Company contributions vest 50% after five years and
in installments thereafter. The Company matching contributions, and the interest
credited to the deferred accounts on an annual basis, are included in "all other
compensation" in the Summary Compensation Table.
The Committee also administers the Company's Stock Plans. No option grants
were made during 1997.
The Compensation Committee
Daniel A. Burkhardt, Chairman
Michael F. Lawler
8
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
common stock to the total returns in the Standard and Poor's 500 Stock Index ("S
& P 500 Index") and the National Association of Real Estate Investment Trusts
Total Return Index for Equity REITs ("NAREIT Equity Index"). The performance
graph shows the cumulative, five-year shareholders returns. The graph assumes
that the value of the investment in the Company's common stock, the S & P 500
Index and the NAREIT Equity Index was $100 at December 31, 1992 and that any
dividends were reinvested.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MID-AMERICA REALTY
INVESTMENTS, INC. NAREIT EQUITY INDEX S&P 500 INDEX
<S> <C> <C> <C>
1992 $100.00 $100.00 $100.00
1993 104.00 119.00 110.00
1994 78.00 120.00 111.00
1995 93.00 141.00 153.00
1996 126.00 192.00 188.00
1997 147.00 228.00 251.00
</TABLE>
9
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP as the independent certified public accountants
to audit the books and accounts of the Company and its consolidated subsidiary
for the year 1998 subject to ratification by shareholders. Deloitte & Touche LLP
has audited the Company's books and records every year since 1987.
A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting, and will have an opportunity to make a statement if such
representative desires to do so and will be available to respond to appropriate
questions by shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be included in the Company's proxy
statement for the 1999 annual meeting of shareholders must be received by the
Company no later than November 9, 1998 in order for such proposals to be
considered for inclusion in the Company's proxy statement relating to such
meeting.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Executive Officers and Directors to file reports of ownership and changes in
ownership with the SEC and the New York Stock Exchange. Based solely on a review
of copies of such forms furnished to the Company in accordance with SEC
regulations and certain written representations received by the Company, the
Company believes that during the period January 1, 1997 through December 31,
1997, its Executive Officers and Directors were in compliance with all
applicable Section 16(a) filing requirements except that Mr. Gethmann filed one
late report covering one transaction.
OTHER MATTERS
The Board of Directors does not know of any matter, other than those
described above, that may be presented for action at the Annual Meeting. If any
other matter or proposal should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter and upon such proposal in accordance with their best judgment.
10
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
<TABLE>
<S> <C> <C> <C> <C>
Withhold Withhold For Only
Vote For All For All The Following
Nominees Nominees Nominee(s):
Item 1. Election of Directors--for the following / / / / / / ___________________
nominees for Director: Daniel A. Burkhardt,
Jerome L. Heinrichs, Michael F. Lawler,
John L. Maginn, Gary R. Hawkins.
For Against Abstain THIS PROXY, WHEN PROPERLY
Item 2. Ratify the appointment of independent / / / / / / EXECUTED, WILL BE VOTED IN THE
public accountants for 1998. MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1
AND 2.
Dated ____________________, 1998
________________________________
(Signature of Shareholder)
________________________________
(Signature of Shareholder)
PLEASE DATE AND SIGN NAME
EXACTLY AS IT APPEARS ON THIS
CARD AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED
STATES.
Joint owners should each sign.
Executors, administrators,
trustees, guardians and corporate
officers should give title.
</TABLE>
MID-AMERICA REALTY INVESTMENTS, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby constitutes and appoints Jerome L. Heinrichs and
Dennis G. Gethmann, or either of them, with full power of substitution in
each of them, for and on behalf of the undersigned to vote as proxies, as
directed and permitted herein, at the 1998 Annual Meeting of Shareholders of
the Company to be held at the Marriott Hotel, 10220 Regency Circle, Omaha,
Nebraska, on Wednesday, April 22, 1998 at 10:00 a.m., and at any adjournment
thereof, upon matters set forth in the Proxy Statement and, in their
judgment and discretion, upon such other business as may properly come
before the meeting.
(Please mark this Proxy and sign and
date it on the reverse side hereof and
return it in the enclosed envelope.)
