<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
AIR METHODS CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) For, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
May 12, 1997
TO THE STOCKHOLDERS OF
AIR METHODS CORPORATION:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders of
Air Methods Corporation to be held on Thursday, June 12, 1997, at the Holiday
Inn, 7770 South Peoria Street, in Englewood, Colorado, at 1:30 p.m., Mountain
Time.
The purpose of the Annual Meeting is to consider and vote upon the election of
Messrs. Joseph E. Bernstein, Ralph J. Bernstein and Lowell D. Miller to Class
III directorships. We will allow time at the meeting to review 1996
accomplishments and goals for the future.
Enclosed is a Notice of Annual Meeting and a Proxy Statement which we request
you read carefully. A Proxy is also enclosed for your convenience. Please
complete, sign, date and return the Proxy promptly. If you attend the Annual
Meeting, you may vote your shares personally, whether or not you have previously
submitted a Proxy.
Thank you for your consideration.
FOR THE BOARD OF DIRECTORS,
George W. Belsey
Chairman of the Board
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY, RETURNING IT PROMPTLY TO ENSURE THAT YOUR SHARES ARE VOTED. A
BUSINESS REPLY ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF YOU MAIL THIS PROXY ANYWHERE IN THE UNITED STATES.
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 1997
TO THE STOCKHOLDERS OF
AIR METHODS CORPORATION:
The 1997 Annual Meeting of Stockholders of Air Methods Corporation, a Delaware
corporation (the "Company"), will be held at the Holiday Inn, 7770 South Peoria
Street, in Englewood, Colorado, at 1:30 p.m., Mountain Time, on Thursday, June
12, 1997, for the purpose of electing three directors to serve as Class III
directors of the Company until the Annual Meeting of Stockholders in the year
2000 and transacting such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The Board of Directors of the Company has fixed the close of business on Friday,
April 25, 1997 as the record date for the determination of stockholders entitled
to notice of and to vote at this meeting. The Company's stock transfer books
will not be closed, and all stockholders are cordially invited to attend the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
Aaron D. Todd
Secretary
May 12, 1997
Englewood, Colorado
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 1997
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with a solicitation of
Proxies by the Board of Directors of Air Methods Corporation (the "Company") for
use at the 1997 Annual Meeting of Stockholders (the "Annual Meeting") to be held
on Thursday, June 12, 1997, at 1:30 p.m., Mountain Time, at the Holiday Inn,
7770 South Peoria Street, in Englewood, Colorado. Proxies so given may be
revoked at any time before being voted by submitting a written revocation to the
Secretary of the Company, by executing another valid Proxy bearing a later date,
or by attending the meeting and voting in person.
Properly executed and dated Proxies received by 1:30 p.m. on June 12,
1997 will be voted in accordance with the instructions therein. If no
instructions are given, the shares represented by the Proxy will be
voted FOR the election of Messrs. Joseph E. Bernstein, Ralph J.
Bernstein and Lowell D. Miller, nominees for directors. The persons named
in the proxies will have discretionary authority to vote all proxies
with respect to additional matters that are presented properly for
action at the Annual Meeting. The approximate date of mailing these Proxy
materials is May 12, 1997.
The Company intends to request banks, brokerage houses, custodians,
nominees and other fiduciaries to forward copies of these Proxy materials to
those persons for whom they hold shares. In addition to solicitation by mail,
Corporate Investors Communications, Inc. of Carlstadt, New Jersey, has been
retained to assist the Company with solicitation of Proxies for a fee of $3,500
plus out-of-pocket expenses. Additionally, certain officers and employees of the
Company, who will receive no compensation for their services other than their
regular salaries, may solicit Proxies in person or by telephone. The cost of
preparing, assembling, mailing, and soliciting Proxies and other miscellaneous
expenses related thereto will be borne by the Company.
VOTING RIGHTS
Only holders of record of shares of the Company's Common Stock, par
value $.06 per share ("Common Stock"), at the close of business
on April 25, 1997, the record date determined by the Board of Directors, may
vote at the Annual Meeting. On that date, the Company had outstanding and
entitled to vote 8,110,230 shares of Common Stock. Each share of Common Stock is
entitled to one vote on the matters listed in the Notice of Annual Meeting. A
quorum of one-third of the shares outstanding and entitled to vote is required
to vote on matters before the Annual Meeting. A majority of the votes present in
person or by Proxy is required to approve all matters brought before the
stockholders. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions and broker non-votes are not tabulated for any purpose in
determining whether a proposal has been approved.
ANNUAL REPORT
The Company is also mailing with this Proxy Statement its Annual Report
to Stockholders for the year ended December 31, 1996, which includes financial
statements as filed with the Securities and Exchange Commission on Form 10-K for
the same period. The Company will furnish a copy of the Form 10-K to any
stockholder free of charge, and will furnish a copy of any exhibit to the Form
10-K upon payment of the Company's reasonable expenses in furnishing such
exhibit(s). Interested parties may request a copy of the Form 10-K or any
exhibit thereto from the Secretary of the Company.
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of ten
directors, divided among three classes, with four directors in Class I, three
directors in Class II, and three directors in Class III. Class III directors'
terms will expire at the 1997 Annual Meeting of Stockholders to be held on June
12, 1997; Class II directors hold office for a term expiring at the 1999 Annual
Meeting of Stockholders; and the Class I directors will hold office until the
1998 Annual Meeting of Stockholders.
The nominees for election as directors to Class III to serve for a
three-year term expiring at the 2000 Annual Meeting of Stockholders are Joseph
E. Bernstein, Ralph J. Bernstein and Lowell D. Miller. Unless voted otherwise,
all shares represented by a Proxy given pursuant to this solicitation will be
voted FOR the election of Joseph E. Bernstein, Ralph J. Bernstein and Lowell D.
Miller to serve as Class III directors. See "Directors and Executive Officers"
for biographical information for each director nominee.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE DIRECTOR NOMINEES.
DIRECTORS AND EXECUTIVE OFFICERS
Summary information concerning the Company's current directors and
executive officers as of the date of this Proxy Statement is set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION EXPIRES(1)
- ---- --- -------- ----------
<S> <C> <C> <C>
George W. Belsey 57 Chairman of the Board and Chief Executive Officer I/1998
Joseph E. Bernstein 47 Director III/1997*
Ralph J. Bernstein 38 Director III/1997*
Liam F. Dalton 36 Director I/1998
Samuel H. Gray 59 Director II/1999
Carl H. McNair, Jr. 62 Director I/1998
Lowell D. Miller, Ph.D. 63 Director III/1997*
Roy L. Morgan 61 Co-Founder and Director II/1999
Donald R. Segner 70 Vice-Chairman of the Board I/1998
Morad Tahbaz 41 Director II/1999
Maurice L. Martin, Jr. 48 Vice President, Flight Services N/A
Michael G. Prieto 41 Vice President, Products Division N/A
Aaron D. Todd 35 Secretary, Treasurer and Chief Financial Officer N/A
- --------------------
<FN>
* Director Nominee
(1) Refers to the calendar year in which the annual meeting of stockholders is
contemplated to be held and at which the term of the pertinent director
class shall terminate.
</FN>
</TABLE>
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<PAGE>
MR. GEORGE W. BELSEY was elected Chief Executive Officer effective June
1, 1994, and has served as Chairman of the Company's Board of Directors since
April 1994, having been appointed a director of the Company in December 1992.
From February 1992 to June 1994, Mr. Belsey served as Executive Vice President,
Professional Affairs, and the Chief Operating Officer of the American Hospital
Association, a large national trade association and advocacy group for hospitals
and health care organizations, where he was responsible for the association's
activities relating to hospital operations, including medical staff affairs,
nursing, health manpower, quality of care programs and hospital governance.
Prior to joining the American Hospital Association, Mr. Belsey served as Chief
Executive Officer and Executive Director of the University of Utah Hospital and
Clinics, Salt Lake City, Utah (one of the Company's hospital customers) from
March 1989 to February 1992 and was Chief Operating Officer from December 1983
to March 1989. He is a former Vice President of Northwestern Memorial Hospital,
Chicago, and has held administrative positions at Rush-Presbyterian-St. Luke's
Medical Center, Chicago, and MacNeal Memorial Hospital, Berwyn, IL. He received
his Bachelor's Degree in Economics from DePauw University in Greencastle,
Indiana, and holds a Master's Degree in Business Administration from George
Washington University, Washington, D.C.
MR. JOSEPH E. BERNSTEIN became a Director of the Company in February
1994. Mr. Bernstein is a co-founder and General Partner of Americas Partners, an
investment and venture capital firm, and a Managing Director of Americas Tower
Partners, the developer of Americas Tower, a one million square foot, 50-story
office tower in New York City. Since 1981, he has been a principal of The New
York Land Company, working on real estate development and acquisitions.
Previously, he worked on corporate and international tax matters at
Cahill/Gordon & Reindel (1975-1978) and Rosenman & Colin (1978-1981). He started
his own international tax practice, Bernstein & Carter, in 1981 and has
published a number of articles on corporate and international tax law. He holds
a Bachelor of Arts Degree in Economics and a Bachelor of Science Degree in
Agricultural Business Management from the University of California at Davis, a
Juris Doctor from the University of California at Davis School of Law, a
Master's Degree in Finance from the University of California at Los Angeles
Graduate School of Management, and a Master of Laws' Degree in Taxation from the
New York University Graduate School of Law.
MR. RALPH J. BERNSTEIN became a Director of the Company in February
1994. Mr. Bernstein is a co-founder and General Partner of Americas Partners, an
investment and venture capital firm, and a Managing Director of Americas Tower
Partners, a real estate development firm, where he was primarily responsible for
the development of Americas Tower, a one million square foot, 50-story office
tower in New York City. Mr. Bernstein is co-founder of The New York Land Company
and, since 1981, has been responsible for the acquisition, renovation,
development and financing of several million square feet of commercial space.
From 1979 to 1982, Mr. Bernstein was employed by Agricor, Inc. and Noga Realty,
Inc., both subsidiaries of Compagnie Noga S.A., a large multinational trading
firm. He holds a Bachelor of Arts Degree in Economics from the University of
California at Davis.
MR. LIAM F. DALTON is the Chief Executive Officer of Dalton & Pemberton
Associates, an investment management company. Mr. Dalton manages individual,
institutional and profit sharing portfolios and acts as the general partner of a
U.S. limited partnership, Spruce Partners, which is engaged in securities
trading. Since 1991, Mr. Dalton has been a principal of Axiom
Capital Management, Inc. ("ACMI"), a National Association of Securities Dealers,
Inc. member firm registered with the Securities and Exchange Commission as a
broker-dealer. From 1983 through 1988, Mr. Dalton was a Managing Director at
Bear, Stearns & Co. in the Equities and Fixed Income Area. Mr. Dalton received
his B.A. in Economics from the University of Vermont in 1982.
MR. SAMUEL H. GRAY was appointed as a director of the Company in March
1991. Since 1989, he has been Chief Executive Officer of The Morris Consulting
Group, Inc., a health care industry consulting firm. From 1983 to 1989, Mr. Gray
served as President and Chief Executive Officer of Kalipharma, Inc., a
multi-source pharmaceutical company. From 1975 to 1983, Mr. Gray served as
Executive Vice President of Sales and Marketing for G.D. Searle and Company,
Inc. ("Searle") where he was responsible for pharmaceutical marketing, the
consumer products division of Searle, and Searle-Canada, Ltd. In addition, his
responsibilities included distribution, customer service, clinical research
management, licensing and acquisitions, public relations and worldwide strategic
marketing planning. He has served as a director of Searle; Searle Canada, Ltd.;
Kalipharma; Kali-Duphar, Inc.; and the National Association of Pharmaceutical
Manufacturers. He is a past member of the National Wholesale Druggist
Association's Industry Advisory Committee and has served on the Advisory Board
of PHARMACEUTICAL EXECUTIVE magazine. In 1959, Mr. Gray received a Bachelor of
Science Degree from the University of Florida.
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<PAGE>
MAJOR GENERAL CARL H. MCNAIR, JR. (RET.) was appointed to the Board of
Directors in March 1996 as a Class I director. He currently serves as Corporate
Vice President and President, Enterprise Management, for DynCorp, a technical
and professional services company headquartered in Reston, Virginia, where he is
responsible for the company's core businesses in facility management, marine
operations, test and evaluation, administration and security, and biotechnology
and health services. From 1987 to 1990, General McNair was Vice President, Army
Programs, with Burdeshaw Associates, Ltd., a professional services firm in
Bethesda, Maryland. For more than 32 years he served the United States Army in
Research and Development, Infantry, and Army Aviation in both command and staff
positions, including Deputy for Aviation to the Assistant Secretary of the Army
(Research, Development and Acquisition), Aviation Officer, U.S. Army, and
Commanding General, U.S. Army Aviation Center. Achieving the rank of Major
General, he culminated his military career in 1987 as Chief of Staff, U.S. Army
Training and Doctrine Command, Fort Monroe, Virginia. A Master Aviator with
commercial, fixed wing, rotary wing, and multi-engine instructor ratings, his
aerial combat service spanned six campaigns in the Republic of Vietnam during
which he accrued over 1,500 combat flying hours serving as Commander to both an
Assault Helicopter Company and a Combat Aviation Battalion. General McNair's
academic credentials include a Bachelor of Science Degree in Engineering from
the U. S. Military Academy at West Point, and both a Bachelor Degree and
Master's Degree in Aerospace Engineering from Georgia Institute of Technology as
well as a Master of Science Degree in Public Administration from Shippensburg
University. For academic achievement in aerospace, McNair was elected to Sigma
Gamma Tau, a national honorary engineering fraternity.
DR. LOWELL D. MILLER was named a director of the Company in June 1990.
Since 1989, Dr. Miller has been involved with various scientific endeavors
including a pharmaceutical consulting business. From 1973 to 1989, Dr. Miller
was employed by Marion Laboratories, Inc. ("Marion"), serving as Senior Vice
President - Research and Development (1987 - 1989), Vice President - Research
and Development (1977-1987), and Director of Scientific Affairs (1973-1977).
Until his retirement in late 1989, Dr. Miller was responsible for all research,
development and process development functions, new product opportunities and
management of clinical trials and regulatory affairs, and served as Marion's
Chief Scientist. He also served as a member of Marion's Board of Directors from
November 1981 to November 1982 and as an Advisory Director from November 1982 to
November 1983. The University of Missouri awarded Dr. Miller a Bachelor of
Science Degree in 1957 as well as a Master's Degree in Biochemistry in 1958 and
Biochemistry Doctorate Degree in 1960. Dr. Miller has been named Alumnus of the
Year by the University of Missouri in Columbia, Missouri.
MR. ROY L. MORGAN is one of the three founders of Air Methods-Colorado,
and was the President, Chief Executive Officer and a director from the inception
of Air Methods-Colorado in July 1980 until November 1991. In November 1991, he
became President and a director of the Company. Although he continues in his
capacity as a director, Mr. Morgan resigned as President effective December 31,
1994. Prior to his service with Air Methods-Colorado, Mr. Morgan was employed as
a helicopter pilot for Public Service Company of Colorado (1969-80), as director
of operations and chief pilot for Key Aviation (1964-69), and as quality control
supervisor on the Atlas missile program for Convair Astronautics (1960-64). Mr.
Morgan began his career at Boeing Airplane Company, involved in B-52
experimental development (1957-60). Mr. Morgan holds a number of pilot
certificates including Airline Transport Pilot for Airplane Multi-Engine Land,
Commercial Helicopter - Instrument Rated, Commercial Airplane for Land and Sea,
and Glider, as well as Flight Instructor for all of the above. He has more than
18,850 flight hours, 12,000 of them in helicopters. Mr. Morgan has a Bachelor of
Science Degree in Aviation Management from Metropolitan State College in Denver,
Colorado.
MR. DONALD R. SEGNER has served as a director of the Company since
February 1992 and as Vice Chairman since April 1994. Mr. Segner has over 50
years of aviation and transportation related experience in diversified positions
involving operational, flight testing, aircraft design and development and
senior managerial responsibilities. Having entered the military service in 1943,
he was commissioned in the U.S. Marine Corps as a Naval Aviator in 1946. He
served in combat in Korea and later as a military test pilot. Mr. Segner has
accumulated over 7,000 flight hours in over 150 types and models of aircraft.
After entering private industry in 1962, Mr. Segner served as Chief Test Pilot,
Manager of Advance Design and Program Manager of a major aerospace firm. In
April 1981, Mr. Segner was appointed by President Reagan to the Federal Aviation
Administration (FAA) as an Associate Administrator. With the advent of the Air
Traffic Controller's strike in September 1981, he was given the additional
responsibilities to develop, direct and control the process of allocating
airspace system use by all airlines and airspace system users. Following the
destruction of Korean Airline Flight 007 in 1983, he was
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<PAGE>
assigned to the White House to head the investigation of the
incident and to act as Chief Delegate for the U.S.A. to the
United Nations International Civil Aviation Organization
ICAO) on this matter. Later he was assigned as the United States, Chief of
Delegation, to negotiate an agreement to improve and implement future air
travel safety along the North Pacific air routes among the U.S.A.,
U.S.S.R. and Japanese governments. Mr. Segner has served as a
director on the Board of several aviation corporations and as an advisor
on the NASA Rotorcraft and the University of Southern
California Institute of Systems and Safety Management Board. He is past
president of the Society of Experimental Test Pilots. Undergraduate education
was received at the University of the Pacific. He is a graduate of the U.S. Navy
Test Pilot School. Graduate work was performed at the U.S. Naval Post Graduate
School, Monterey (Aero) and the University of Southern California School of
Business. Mr. Segner has received numerous awards recognizing his contributions
to the aviation community, including the AIAA's Octove Chaeote Award, the SETP's
Kinchloe Award, FAA Administrator's Award, the FAA Superior Achievement Gold
Medal and the Distinguished Flying Cross for valor in combat. Mr. Segner is a
Fellow in the Society of Experimental Test Pilots.
MR. MORAD TAHBAZ was elected to the Board of Directors in February
1994. He is a co-founder and General Partner of Americas Partners, an investment
and venture capital firm. Mr. Tahbaz serves as a Managing Director of Americas
Tower Partners, the developer of Americas Tower, a one million square foot,
50-story office tower in New York City. Since 1983, Mr. Tahbaz has also served
as Senior Vice President of The New York Land Company, a real estate
acquisitions and development firm. From 1980 to 1982, he was the Project Manager
for Colonial Seaboard, Inc., a residential development company in New Jersey.
Mr. Tahbaz received his Bachelor's Degree in Philosophy and Fine Arts from
Colgate University and attended the Institute for Architecture and Urban Studies
in New York City. He holds a Master's Degree in Business Administration from
Columbia University Graduate School of Business. Mr. Tahbaz lectured on real
estate development and finance at the Columbia Graduate School of Business from
1984 to 1988.
MR. MAURICE L. MARTIN, JR. currently serves the Company as Vice
President of the Flight Services Division. He served previously in several
executive positions with Air Methods-Colorado including Director of Operations
(August 1985 through August 1988), Area Manager (June 1984 through August 1985)
and pilot (June 1982 to June 1984). Mr. Martin has 16 years of aviation
management experience and eight years' experience in medical aircraft transport
management. Prior to joining Air Methods-Colorado, Mr. Martin was a commercial
helicopter pilot (1979-82), an instructor pilot and standardization officer of
the 102nd Air Rescue and Recovery Squadron in New York (1975-79), and an
aircraft commander in the United States Air Force (1971-75). Mr. Martin holds
pilot certificates including Airline Transport Pilot for Helicopters and
Certified Flight Instructor for Helicopters. He has served as a designated FAA
Flight Examiner and has over 4,100 flight hours, mostly in helicopters. Mr.
Martin has a Bachelor of Science Degree in International Affairs from the United
States Air Force Academy (1970) and a Master's Degree in Theology from Covenant
Theological Seminary in St. Louis, Missouri (1982).
MR. MICHAEL G. PRIETO was named Vice President of Engineering &
Manufacturing of the Company in January 1994 and subsequently Vice President of
the Products Division in June 1994. From 1988 to 1994, Mr. Prieto served in
various roles with General Dynamics/Lockheed Corp. but primarily as Manager of
Manufacturing Engineering for the F-16 Fighter program. From 1977 to 1988, he
was employed by John Deere Co. with management roles in engineering,
manufacturing, and marketing. Mr. Prieto received a Bachelor of Science degree
in 1977 from the University of Missouri. Mr. Prieto is a member of the American
Society of Mechanical Engineers, the Society of Manufacturing Engineers, the
American Production and Inventory Control Society, the American Management
Association, and the National Management Association.
MR. AARON D. TODD joined the Company as Chief Financial Officer in July
of 1995 and was appointed Secretary and Treasurer. From 1994 to 1995, Mr. Todd
served as Vice President of Finance of Centennial Media Corporation, a Colorado
publishing company, where he was responsible for all financial and accounting
functions. From 1986 to 1994, Mr. Todd was employed by KPMG Peat Marwick, a
certified public accounting firm, in Denver, Colorado. Six of those years
included serving on the Company's account in various capacities, including
Senior Manager. Mr. Todd holds a Bachelor of Science Degree in Accounting from
Brigham Young University.
-5-
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1996, the Board of Directors held four meetings. Each director
attended at least 75% of the aggregate of the number of meetings of the Board of
Directors and the number of meetings of committees on which he served during
1996. The Board of Directors has established a Finance, Audit and Legal
Committee, a Marketing and New Business Committee, a Compensation/Stock Option
Committee and a Nominating Committee.
FINANCE, AUDIT AND LEGAL COMMITTEE. The Finance, Audit and Legal
Committee, which met twice in 1996, is comprised of Messrs. J. Bernstein
(chairman), R. Bernstein, and Segner. The responsibilities of the Finance, Audit
and Legal Committee are to review and make recommendations to the Board on such
matters as budgets; debt and equity financing; proposed dispositions of
property; engagement of independent auditors and review of annual audit. This
committee also reviews and advises management on significant contracts and
agreements.
MARKETING AND NEW BUSINESS COMMITTEE. The members of the Marketing and
New Business Committee, which met once during 1996, are Messrs. Gray
(chairman), R. Bernstein, Dalton, McNair, Miller, Morgan and Tahbaz. The
Marketing and New Business Committee reviews and recommends new business
proposals, including joint ventures and proposed acquisitions of equipment or
services.
COMPENSATION/STOCK OPTION COMMITTEE. Dr. Miller (chairman) and Mr. Gray
comprise the Compensation/Stock Option Committee. The Compensation/Stock Option
Committee, which met four times in 1996, is responsible for making
recommendations to the Board regarding compensation matters.
NOMINATING COMMITTEE. The Nominating Committee, which met twice in
1996, consists of Messrs. Segner (chairman), Morgan and Tahbaz. The Nominating
Committee provides committee membership recommendations to the Board, along with
changes to those committees, and considers nominations to the Board from
stockholders. Nominations for director may be made by any stockholder entitled
to vote in the election of directors generally, but only if written notice of
such stockholder's intent to make such nomination has been given to the
Secretary of the Company not later than (i) with respect to an election to be
held at an annual meeting of stockholders, 90 days prior to the anniversary date
of the immediately preceding annual meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each such notice must set
forth the following: (a) the name and address of the stockholder intending to
make the nomination and of the person or persons to be nominated; (b)
representation that the stockholder is a holder of record of stock of the
Company entitled to vote and intends to appear in person or by proxy at the
meeting to make such nomination; (c) a description of all arrangements or
understandings between the stockholder and the nominee and any other person
pursuant to which the nomination is to be made by the stockholder; (d) such
other information regarding the nominee required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of the nominee to serve as a director of the
Company if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
DIRECTOR COMPENSATION
The Company has adopted compensation and incentive benefit plans to
enhance its ability to continue to attract, retain and motivate qualified
persons to serve as directors of the Company. It is the Company's policy to pay
its nonemployee directors an annual retainer of $8,000, plus $800 for each Board
meeting attended, $500 for each telephonic meeting, and $500 for each Board
committee meeting attended (with committee chairpersons receiving $750). Each
nonemployee director may elect to receive shares of Common Stock in lieu of cash
payments pursuant to the Company's Equity Compensation Plan for Nonemployee
Directors (discussed below). The Company also reimburses its nonemployee
directors for their reasonable expenses incurred in attending Board and
committee meetings. Messrs. Joseph Bernstein, Ralph Bernstein and Morad Tahbaz
have voluntarily waived all director fees to date and have received no direct
monetary compensation for their services as directors apart from customary
reimbursement of out-of-pocket expenses. Board members who are also officers do
not receive any separate compensation or fees for attending Board or committee
meetings, although they may receive option grants under the Employee Stock
Option Plan (discussed below).
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<PAGE>
The Nonemployee Director Stock Option Plan (the "Director Option Plan")
provides for option grants based upon the number of years that the nonemployee
director has served on the Board. A year of service is defined as a fiscal year
of the Company during which the nonemployee director served on the Board for the
entire fiscal year. On the final day of each fiscal year, each nonemployee
director in office on such date receives a five-year Option to purchase 5,000
shares, exercisable at the then-current fair market value of the Company's
Common Stock, providing the director served on the Board for the entire
preceding fiscal year. An aggregate of 300,000 shares of Common Stock are
authorized for issuance to nonemployee directors under the Director Option Plan.
As of April 25, 1997, options to purchase a total of 176,110 shares of Common
Stock were outstanding under the Director Option Plan.
Each nonemployee director may elect to receive his annual retainer for
a particular fiscal year of the Company and/or meeting fees in shares of Common
Stock rather than in cash under the Air Methods Corporation Equity Compensation
Plan for Nonemployee Directors (the "Director Equity Plan"). The Director Equity
Plan is administered by the Board and authorizes the issuance of up to 150,000
shares of Common Stock to nonemployee directors, of which there will be nine
following the Annual Meeting. The number of shares of Common Stock issued to a
nonemployee director electing to receive his annual retainer in shares is equal
to the then-current annual director retainer paid by the Company (currently
$8,000) divided by 95% of the fair market value of a share of Common Stock on
the first day of the fiscal year. Common Stock issued in lieu of the annual
retainer must be forfeited and returned to the Company, however, if the
nonemployee director does not remain a director of the Company through the end
of the fiscal year or fails to attend at least 75% of all Board and applicable
Board committee meetings held during such year. The number of shares issued to a
nonemployee director electing to receive his meeting fees in shares is equal to
the then-current meeting fee divided by 95% of the fair market value of a share
of Common Stock on the date of the relevant meeting. Common Stock issued in lieu
of meeting fees is not forfeitable. As of April 25, 1997, Messrs. Gray and
Miller have elected to receive director compensation under this Plan, and a
total of approximately 50,902 shares of Common Stock have been earned by such
directors.
The Company also paid Mr. Morgan $74,526 in consulting fees for
marketing services provided to the Company during 1996 pursuant to a Consulting
and Non-Competition Agreement, entered into on November 10, 1994 (the "Morgan
Consulting Agreement"). The Morgan Consulting Agreement states that Mr. Morgan
will receive $74,526 annually in consulting fees for general consulting services
through July 1, 1999. Pursuant to the Morgan Consulting Agreement, the Company
granted Mr. Morgan an option to purchase 200,000 shares of Common Stock in
exchange for all of his existing options. Finally, Mr. Morgan agreed not to
engage in any activity related to air medical services during the term of the
agreement.
-7-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid by the
Company to the person serving as Chief Executive Officer of the Company in 1996
and each of the executive officers of the Company other than the Chief Executive
Officer whose annual salary and bonus for fiscal year 1996 exceeded $100,000.
The table shows compensation received during 1994, 1995 and 1996.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
---------------------- ------------
OTHER
ANNUAL SECURITIES ALL OTHER
COMPENSA- UNDERLYING COMPENSA-
NAME AND POSITION YEAR SALARY($) TION($) OPTIONS (#) TION($)(2)
- ----------------- ---- --------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C>
George W. Belsey 1996 165,000(3) -- -- 3,402
Chairman and Chief 1995 165,000(4) -- 50,000 1,320
Executive Officer 1994 108,445(4) 13,322(5) 250,000 --
Maurice L. Martin, Jr. 1996 130,000(3) -- -- 2,450
Vice-President, 1995 125,000(3) -- 50,000 2,077
Flight Services 1994 131,441 -- 150,000 2,277
Michael Prieto 1996 115,174(3) -- -- 2,579
Vice President, 1995 115,174(3) -- 50,000 2,427
Products Division 1994 101,937 -- -- --
- --------------------
<FN>
(1) In March 1995, the Company changed its fiscal year end from June 30 to
December 31, resulting in a six-month period (July 1-December 31, 1994)
not included in any fiscal year of the Company. Therefore, amounts
reported for annual cash compensation for 1994 is reported for the
calendar year, rather than the Company's 1994 fiscal year, to facilitate
comparison.
(2) Consists of employer matching contributions under the Company's 401(k)
Plan.
(3) Excludes cash payments for accrued vacation time as follows: Mr. Belsey
- $6,346; Martin - $5,000 for 1996 and $6,284 for 1995; and Prieto -
$4,185 for 1995 and $2,211 for 1996.
(4) Mr. Belsey was a nonemployee director of the Company until June 1, 1994,
when he began serving as Chief Executive Officer of the Company. The
salary compensation reported for 1994 ($108,445) includes $96,250 earned
for the period from June 1, 1994 to December 31, 1994, payment of which
was deferred until 1995 at Mr. Belsey's request.
(5) Includes reimbursement for relocation expenses.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS
In June 1994, the Company entered into an Employment Agreement with Mr.
Belsey for an initial term of five years, subject to successive one-year
extensions by written agreement of both parties. The Agreement may be terminated
by either party without cause upon 30 days' written notice and provides for a
severance payment equal to one year's base salary in the event of termination by
the Company without cause. During the term of employment and for a period of one
year following the termination of employment with the Company, Mr. Belsey may
not engage in any business which competes with the Company anywhere in the
United States.
-8-
<PAGE>
In November 1991, the Company entered into an Employment Agreement with
Mr. Martin for an initial term of two years. Because the Agreement is subject to
a continuous renewal clause, the remaining term on any date for the Agreement is
two years. The Agreement may be terminated by either party without cause upon 90
days' written notice and provides for a severance payment equal to two years'
base salary in the event of termination by the Company without cause. During the
term of employment and for a period of two years following the termination of
employment with the Company, Mr. Martin may not engage in any business which
competes with the Company anywhere in the United States.
Effective December 1, 1993, the Company entered into an Employment
Agreement with Mr. Prieto for an initial term of one year, subject to successive
one-year extensions by written agreement of both parties. The Agreement may be
terminated by either party without cause upon 90 days' written notice and
provides for a severance payment in the event of termination by the Company
without cause equal to the balance of Mr. Prieto's salary due for the year of
any such termination. During the term of employment and for a period of two
years following the termination of employment with the Company, Mr. Prieto may
not engage in any business which competes with the Company anywhere in the
United States.
STOCK OPTIONS
The Company has a Stock Option Plan (the "Employee Option Plan"), in
which all full-time employees, directors and consultants of the Company
are eligible to participate. As of April 25, 1997, options to
purchase a total of 1,461,374 shares were outstanding under the
plan. The Employee Option Plan currently authorizes the grant of
options to purchase an aggregate of 2,500,000 shares of Common Stock. The
Employee Option Plan provides for the grant of incentive stock options, as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), non-incentive stock options, stock appreciation rights and supplemental
bonuses.
The following table presents for fiscal year 1996 certain information
regarding stock options held by the named executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR (1) AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ---- ------------------------- ----------------------------
<S> <C> <C>
George Belsey 171,110/ 133,333 -0-/-0-
Maurice L. Martin, Jr. 172,916/ 33,333 -0-/-0-
Michael G. Prieto 41,666/ 33,333 -0-/-0-
- --------------------
<FN>
(1) There were no options/SAR exercises during 1996.
(2) Amounts represent the fair market value of the underlying Common Stock at
December 31, 1996 less the exercise price.
</FN>
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation/Stock Option Committee (the "Committee") is
responsible for recommending and administering the Company's guidelines
governing employee compensation. The Committee evaluates the performance of
management, recommends compensation policies and levels, and makes
recommendations concerning salaries and incentive compensation.
-9-
<PAGE>
COMPENSATION PHILOSOPHY. The Company's executive compensation program
is designed to attract and retain executives capable of leading the Company to
meet its business and development objectives and to motivate them to actions
which will have the effect of increasing the long-term value of stockholder
investment in the Company. The Committee considers a variety of factors, both
qualitative and quantitative, in evaluating the Company's executive officers and
making compensation decisions. These factors include the compensation paid by
comparable companies to individuals in comparable positions, the individual
contributions of each officer to the Company, and most important, the progress
of the Company towards its long-term objectives. At this point in the Company's
development, objectives against which executive performance is gauged include
the addition and retention of aeromedical service contracts and the securing of
necessary capital and financing to fund business expansion. Annual compensation
for the Company's executive officers for 1996 consisted of base salary.
BASE SALARY. The base salary for each executive officer, including the
Chief Executive Officer, was established initially by the Committee pursuant to
written employment agreements. Base salaries are reviewed annually by the
Committee and adjusted based on the Committee's review of salaries paid to
executives at competitive companies, the particular executive officer's
performance and length of time in a certain position and the Company's financial
condition and overall performance and profitability. The Committee recognized
the significant accomplishments in fiscal year 1996 by the Company and its
executive officers, including the Company's (i) attainment of a second
consecutive fiscal year of profitable operation; (ii) successful renewal of
expiring contracts with resultant increases to the Company's flight revenues;
(iii) increased revenue from Brazilian franchisee operations; (iv)
design and completion of a multi-functional medical interior system; and (v)
execution of the Memorandum of Agreement for production of
medical interior systems for UH-60Q medical evacuation helicopters for the
U.S. Army.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. Mr. Belsey assumed the
Office of Chairman and Chief Executive Officer of the Company on June 1, 1994.
In determining the compensation to be awarded to Mr. Belsey for his services to
the Company, the Committee considered salaries paid to chief executive officers
at competitive companies and the base salary initially set for Mr. Belsey in his
employment agreement. The Committee recognized the significant achievements made
during 1996, the second full year Mr. Belsey served as Chairman and Chief
Executive Officer of the Company, including the Company's attainment of a second
consecutive fiscal year of profitable operation. Based on Mr. Belsey's request
that his salary not be increased until the Company achieves certain performance
goals, Mr. Belsey's salary was not increased for fiscal 1996 or 1997.
SECTION 162(M) COMPLIANCE. Under Section 162(m) of the Code, federal
income tax deductions of publicly traded companies may be limited to the extent
total compensation (including base salary, annual bonus, restricted stock
awards, stock option exercises and non-qualified benefits) for certain executive
officers exceeds $1 million in any one year. The Committee intends to design the
Company's compensation programs so that the total compensation paid to any
employee will not exceed $1 million in any one year.
Lowell D. Miller, Ph.D.
Samuel H. Gray
MEMBERS OF THE COMPENSATION/STOCK OPTION COMMITTEE
-10-
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return for the period from December 31, 1991 through December 31, 1996 against
the Standard & Poors 500 ("S&P 500") index and "peer group" companies in
industries similar to those of the Company. The S&P 500 is a widely used
composite index reflecting the returns of five hundred publicly traded companies
in a variety of industries. Peer Group Index returns reflect the transfer of the
value on that date of the initial $100 investment into a peer group consisting
of all publicly traded companies in SIC Group 4522: Non-scheduled Air Transport.
The Company believes that this Peer Group is its most appropriate peer group for
stock comparison purposes due to the limited number of publicly traded companies
engaged in medical patient air or ground transport and because this Peer Group
contains a number of companies with capital costs and operating constraints
similar to those of the Company.
TOTAL RETURN TO STOCKHOLDERS
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/3195 12/31/96
<S> <C> <C> <C> <C> <C> <C>
AIR METHODS CORP $100 $ 45.01 $146.69 $ 23.34 $ 40.01 $ 33.34
S&P 500 $100 $ 107.62 $118.46 $120.03 $165.13 $203.05
PEER GROUP $100 $ 90.59 $104.99 $ 86.84 $110.30 $191.03
</TABLE>
-11-
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of April 25, 1997, the beneficial
ownership of the Company's outstanding Common Stock: (i) by each person who owns
of record (or is known by the Company to own beneficially) more than 5% of the
Common Stock, (ii) by each director and named executive officer of the Company,
and (iii) by all directors and executive officers as a group.
NUMBER PERCENTAGE OF
NAME AND ADDRESS OF SHARES COMMON STOCK
- ---------------- --------- ---------------
Americas Tower Partners 1,155,000 14.2
520 Madison Avenue
New York, NY 10022
George W. Belsey 228,710(1) 2.7
7301 South Peoria
Englewood, CO 80112
Joseph E. Bernstein 1,497,500(2) 17.8
520 Madison Avenue
New York, NY 10022
Ralph J. Bernstein 1,467,500(3) 17.4
520 Madison Avenue
New York, NY 10022
Liam F. Dalton -- --
399 Park Ave.
New York, NY 10022-4614
Samuel H. Gray 42,103(4) *
95 Madison Avenue
Morristown, NJ 07960
Maurice L. Martin, Jr. 173,916(5) 2.1
7301 South Peoria
Englewood, CO 80112
Carl H. McNair, Jr. 15,000(6) *
2000 Edmund Halley Drive
Reston, VA. 22901
Lowell D. Miller, Ph.D. 41,519(7) *
16940 Stonehaven
Belton, MO 64012
Roy L. Morgan 285,549(8) 3.4
7301 South Peoria
Englewood, CO 80112
Michael G. Prieto 49,766(9) *
7301 South Peoria
Englewood, CO 80112
-12-
<PAGE>
Donald R. Segner 44,416(10) *
290 Arch Street
Laguna Beach, CA 92651
Morad Tahbaz 312,500(11) 3.7
520 Madison Avenue
New York, NY 10022
All Directors and Executive
Officers as a group (13 persons) 2,413,702(12) 26.2
- --------------------
* Less than one percent (1%) of the 8,110,230 shares of Common Stock
outstanding on April 25, 1997.
(1) Includes 221,110 shares subject to stock options exercisable within 60
days.
(2) Includes (i) 1,155,000 shares held by Americas Tower Partners, a
partnership controlled by Mr. J. Bernstein, (ii) 100,000 subject
to stock options exercisable within 60 days and 200,000 shares issuable
upon the exercise of warrants owned by Americas Partners, of which Mr.
J. Bernstein is a general partner, (iii) 12,500 shares subject to stock
options exercisable within 60 days, and (iv) 30,000 shares owned of
record by the JB Trust as to which shares Mr. Bernstein exercises shared
investment control.
(3) Includes (i) 1,155,000 shares held by Americas Tower Partners, a
partnership controlled by Mr. R. Bernstein, (ii) 100,000 subject to stock
options exercisable within 60 days and 200,000 shares issuable upon the
exercise of warrants owned by Americas Partners, of which Mr. R. Bernstein
is a general partner, and (iii) 12,500 shares subject to stock options
exercisable within 60 days.
(4) Includes 3,229 shares owned of record and 6,667 shares subject to stock
options exercisable within 60 days held by The Morris Consulting Group,
Inc., of which Mr. Gray is Chief Executive Officer and a 50% stockholder,
34,167 shares subject to stock options exercisable within 60 days and
4,707 shares earned but not issued under the Director Equity Plan.
(5) Includes 172,916 shares subject to stock options exercisable within 60
days.
(6) Consists of 15,000 shares subject to stock options exercisable within 60
days.
(7) Includes 8,156 shares owned by the Lowell D. Miller Trust as to which Dr.
Miller has shared voting and investment power, 27,500 shares subject to
stock options exercisable within 60 days and 3,368 shares earned but not
issued under the Director Equity Plan.
(8) Includes 95,549 shares owned by Mr. Morgan's wife, as to which he
disclaims beneficial ownership, and 190,000 shares subject to stock
options exercisable within 60 days.
(9) Includes 41,666 shares subject to stock options exercisable within 60
days.
(10) Includes 44,166 shares subject to stock options exercisable within 60
days and 250 shares held in a trust as to which Mr. Segner holds shared
voting and investment power.
(11) Consists of (i) 100,000 shares subject to stock options exercisable within
60 days and 200,000 shares issuable upon exercise of warrants owned by
Americas Partners, of which Mr. Tahbaz is a managing director, and (ii)
12,500 shares subject to stock options exercisable within 60 days.
(12) Includes 894,248 shares subject to stock options exercisable within 60
days and 200,000 shares issuable upon exercise of warrants.
CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS
In 1995, the Board awarded discretionary stock options in
recognition of services provided during the Company's restructuring as follows:
(i) an option to purchase 15,000 shares of Common Stock, with an exercise price
of $3.50 per share, vesting in three equal installments on the anniversary date
of the date of grant and expiring on November 29, 2000, to each of Messrs. Gray,
Miller, Morgan and Segner, nonemployee directors of the Company, and (ii) an
option to purchase 300,000 shares of Common Stock, with an exercise price of
$3.50 per share, vesting in three equal installments on the anniversary date of
the date of grant and expiring on August 10, 2000, to Americas Partners, a
partnership controlled by Messrs. J. Bernstein, R. Bernstein and Tahbaz, also
nonemployee directors of the Company. In August 1996, the options were
surrendered and new options were granted to purchase the same number of shares
at the same exercise price and with the same vesting schedules and expiration
dates.
-13-
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on its review of the copies of reports filed and upon written
representations, the Company believes that during 1996, all executive officers,
directors and ten percent stockholders of the Company were in compliance with
their filing requirements under Section 16(a) of the Exchange Act of 1934, as
amended, except that Messrs. Prieto, Gray and Miller each were late in reporting
one Form 4 transaction.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public accountants, audited
the financial statements of the Company for the fiscal year ended December 31,
1996. Representatives of KPMG Peat Marwick LLP will attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions. Selection of
auditors for the current fiscal year is pending a final decision by the Audit
Committee of the Board of Directors.
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 1998 Annual Meeting of
Stockholders, which the Company expects to hold in June 1998, must deliver
proposals to the Company at its principal executive offices, Attention:
Corporate Secretary, by January 11, 1998, for inclusion in the proxy materials
relating to that meeting. All proposals must comply with the applicable
requirements of federal securities' laws and the Company's Bylaws.
OTHER MATTERS
The Company knows of no business that will be presented for consideration
at the Annual Meeting other than that described above. However, if any other
business should come before the Annual Meeting, it is the intention of the
persons named in the enclosed Form of Proxy to vote the Proxies in respect of
any such business in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS:
Aaron D. Todd
Secretary
May 12, 1997
Englewood, Colorado
-14-
<PAGE>
PROXY
AIR METHODS CORPORATION
7301 SOUTH PEORIA STREET
ENGLEWOOD, COLORADO 80112
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George W. Belsey and Aaron D. Todd, and
each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent, and to vote as designated on the reverse
side, all the shares of Common Stock of Air Methods Corporation held of record
by the undersigned on April 25, 1997 at the Annual Meeting of Stockholders to be
held on June 12, 1997 or any adjournment or postponement thereof upon the
following matters, as set forth in the Notice of said Meeting and Proxy
Statement, dated May 12, 1997, copies of which have been received by the
undersigned.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
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 THE ELECTION OF THE NOMINEES FOR DIRECTOR.
The director-nominees below are proposed by the Board of Directors of Air
Methods Corporation.
1. ELECTION OF DIRECTORS:
Nominees: Joseph E. Bernstein, Ralph J. Bernstein, Lowell D. Miller
FOR WITHHELD
[ ] [ ]
[ ]
------------------------------
For all nominees except as noted above (To withhold
authority to vote for an individual, check box and
write such individual's name in the space provided)
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may be incidental to the conduct of the meeting.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE MARK SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED POSTAGE PRE-
PAID ENVELOPE.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY. IF THE SHARES REPRESENTED
BY THIS PROXY ARE HELD BY JOINT TENANTS, BOTH
MUST SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH. IF STOCKHOLDER IS A
CORPORATION, PLEASE SIGN IN FULL CORPORATE
NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF STOCKHOLDER IS A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
Signature:_______________ Date_______ Signature:__________________ Date_______
<PAGE>
