<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
STEVEN'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
STEVENS INTERNATIONAL, INC.
5500 AIRPORT FREEWAY
FORT WORTH, TEXAS 76117
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Stevens
International, Inc. (the "Company") will be held at the offices of the
Company, 5500 Airport Freeway, Fort Worth, Texas 76117, on Thursday, May 21,
1998 at 10:00 a.m., local time, for the following purposes:
(1) To elect eight members of the Board of Directors (constituting the
entire Board of Directors) to serve until the next Annual Meeting of
Stockholders and until their respective successors shall be elected and
qualified.
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on April 10, 1998, has been fixed as the record date
for determining holders of Series A Common Stock and Series B Common Stock
entitled to notice of and to vote at the Annual Meeting of Stockholders or any
adjournments thereof. For a period of at least 10 days prior to the Annual
Meeting, a complete list of stockholders entitled to vote at the Annual
Meeting will be open to examination of any stockholder during ordinary
business hours at the offices of the Company, 5500 Airport Freeway, Fort
Worth, Texas 76117.
Information concerning the matters to be acted upon at the Annual Meeting is
set forth in the accompanying Proxy Statement.
HOLDERS OF SERIES A COMMON STOCK AND SERIES B COMMON STOCK WHO DO NOT EXPECT
TO BE PRESENT AT THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE APPROPRIATE PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
[SIGNATURE OF PAUL I. STEVENS APPEARS HERE]
Paul I. Stevens
Chairman of the Board and Chief
Executive Officer
Fort Worth, Texas
April 24, 1998
<PAGE>
STEVENS INTERNATIONAL, INC.
5500 AIRPORT FREEWAY
FORT WORTH, TEXAS 76117
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
This Proxy Statement is being first mailed on or about April 24, 1998 to
stockholders of Stevens International, Inc. (the "Company") by the Board of
Directors to solicit proxies (the "Proxies") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held at the offices of the Company, 5500
Airport Freeway, Fort Worth, Texas 76112, at 10:00 a.m. local time, on
Thursday, May 21, 1998, or at such other time and place to which the Meeting
may be adjourned.
The purpose of the Meeting is to consider and vote upon (i) the election of
eight directors (constituting the entire Board of Directors) to serve until
the next Annual Meeting of Stockholders and until their respective successors
shall be elected or qualified; and (ii) such other matters as may properly
come before the Meeting or any adjournment thereof.
All shares represented by valid Proxies, unless the stockholder otherwise
specifies, will be voted (i) FOR the election of each person named herein
under "Proposal No. 1, Election of Directors" as a nominee for election as a
director of the Company for the term described therein, and (ii) at the
discretion of the Proxy holders with regard to any other matter that may
properly come before the Meeting or any adjournment thereof.
Where a stockholder has appropriately specified how a Proxy is to be voted,
it will be voted accordingly. The Proxy may be revoked at any time by
providing written notice of such revocation to American Stock Transfer & Trust
Company, 40 Wall Street, New York, NY 10005, Attention: Isaac Kagan. If notice
of revocation is not received by the Meeting date, a stockholder may
nevertheless revoke a Proxy if he attends the Meeting and desires to vote in
person.
RECORD DATE AND VOTING SECURITIES
The record date for determining the stockholders entitled to vote at the
Meeting is the close of business on April 10, 1998 (the "Record Date"), at
which time the Company had issued and outstanding 7,339,468 shares of Series A
Common Stock, par value $0.10 per share ("Series A Stock"), and 2,110,634
shares of Series B Common Stock, par value $0.10 per share ("Series B Stock").
Series A Stock and Series B Stock (collectively, "Common Stock") are the only
outstanding securities of the Company entitled to vote at the Meeting.
At the Meeting, the holders of Series A Stock, voting separately as a class,
are entitled to elect two directors, and the holders of Series B Stock, voting
separately as a class, are entitled to elect the remaining directors. As to
any other matters that may properly come before the Meeting, the holders of
Series A Stock and Series B Stock vote together as a class, with each holder
of Series A Stock having one-tenth of one vote for each share of Series A
Stock held by him or her, and each holder of Series B Stock having one vote
for each share of Series B Stock held by him or her.
<PAGE>
QUORUM
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of each Series of Common Stock
is necessary to constitute a quorum to elect the directors of that Series, and
the presence of the holders of a majority of the issued and outstanding shares
of Common Stock as a single class is necessary to constitute a quorum to
transact all other business to come before the Meeting.
PROPOSAL NO. I
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
Eight directors are to be elected, each director to hold office for a term
of one year or until his or her successor shall have been elected and
qualified. Under the terms of the Company's Certificate of Incorporation, the
holders of Series A Stock, voting separately as a class, are entitled to elect
25% of the Board of Directors (or the next higher whole number if such
percentage is not a whole number), and the holders of Series B Stock, voting
separately as a class, are entitled to elect the remaining directors.
Accordingly, of the eight directors to be elected, two will be Series A
Directors to be elected by holders of Series A Stock, and six will be Series B
Directors to be elected by holders of Series B Stock. Approval of the proposal
to elect the nominees to serve as directors of the applicable Series requires
the affirmative vote of the holders of a majority of the shares of that Series
present, in person or by proxy, at the Meeting. Votes may be cast in favor or
withheld with respect to such proposal. Votes that are withheld will be
counted toward a quorum, but will be excluded entirely from the tabulation for
such proposal and, therefore, will not affect the outcome of the vote on such
proposal.
It is intended that the names of the persons indicated in the following
table will be placed in nomination and that the persons named in the Proxy
will vote for their election. Each of the nominees has indicated his or her
willingness to serve as a member of the Board of Directors if elected;
however, in case any nominee shall become unavailable for election to the
Board of Directors for any reason not presently known or contemplated, the
Proxy holders will have discretionary authority in that instance to vote the
Proxy for a substitute.
The nominees are as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE POSITIONS WITH THE COMPANY
---- --- -------- --------------------------
<C> <C> <C> <S>
SERIES A DIRECTORS:
John W. Stodder (1)......... 75 1992 Director
Edgar H. Schollmaier (2)(3). 65 1995 Director
SERIES B DIRECTORS:
Paul I. Stevens (3)......... 83 1986 Chairman of the Board, Chief
Executive Officer and Director
Richard I. Stevens.......... 59 1986 President, Chief Operating Officer
and Director
Constance I. Stevens........ 54 1987 Vice President--Administration,
Assistant Secretary and Director
Robert H. Brown, Jr. (2)(3). 44 1993 Director
James D. Cavanaugh (1)...... 59 1993 Director
Michel A. Destresse......... 71 1996 Director
</TABLE>
- --------
(1) Member of the Audit Committee.
(2)Member of the Stock Option and Compensation Committee.
(3)Member of the Executive Committee.
2
<PAGE>
John W. Stodder has served as a director of the Company since May 1992. For
the past nine years, Mr. Stodder has been a corporate finance consultant and
has managed private investments. Mr. Stodder is also Vice Chairman Emeritus of
Josten's Inc., a manufacturer of educational and business products and
systems.
Edgar H. Schollmaier has served as a director of the Company since March
1995. Mr. Schollmaier, Chairman of Alcon Laboratories, Inc., a maker of
ophthalmic, pharmaceutical and therapeutic products, has served that firm in
various capacities since 1958, including President and Chief Executive Officer
from May 1977 to October 1, 1997.
Michel A. Destresse has served as a director of the Company since May 1996.
Mr. Destresse served as President Directeur Generale of Stevens International,
S.A. (formerly Stevens Security Systems, S.A.) from March 29, 1996 to December
31, 1996 and as a consultant to the Chief Executive Officer of the Company
since November 1995. From November 1992 to September 1995, Mr. Destresse
served as the International Monetary Fund General Advisor to the Governor of
the Central Bank of Russia, where he provided general advice on monetary
policy, organization, legal matters, internal audit, branch problems and
systems of payment. From 1950 to 1992, Mr. Destresse served in various
capacities with the Banque de France, including Executive Director of the
Printing Works, Director of the Legal Department and as a member of the Board
of Directors for 15 years.
Paul I. Stevens founded Stevens Corporation ("Stevens") in 1965 and founded
the Company in 1986 to be a holding company for Stevens. He has served the
Company as Chairman of the Board, Chief Executive Officer and a director since
December 1986 and served Stevens as an officer and a director since its
inception. In 1974, Mr. Stevens founded Stevens Industries, Inc., a family-
owned holding company which is an affiliate of the Company and of which he is
the controlling stockholder. Mr. Stevens is the father of Richard I. Stevens
and Constance I. Stevens.
Richard I. Stevens has served as President and a director of the Company
since December 1986 and Chief Operating Officer of the Company since April
1987. Mr. Stevens also served as Vice President and Assistant Secretary of the
Company from December 1986 until April 1987. He has served Stevens in various
capacities since its inception, including serving as its President from 1969
until December 1987, and as a director beginning in 1969. Mr. Stevens is a
stockholder, officer and director of Stevens Industries, Inc. Mr. Stevens is
the son of Paul I. Stevens.
Constance I. Stevens has served as a director of the Company since April
1987. Ms. Stevens has served as Vice President-Administration and Assistant
Secretary to the Company since 1995. From July 1989 to July 1995, Ms. Stevens
served as President of a project management consulting firm in Carmel,
California. From May 1980 until July 1989, Ms. Stevens served as the managing
partner of Merritt Associates of Carmel, California, an architectural design
and real estate development firm. Ms. Stevens is a stockholder, officer and
director of Stevens Industries, Inc. Ms. Stevens is the daughter of Paul I.
Stevens.
Robert H. Brown, Jr. has served as a director of the Company since May 1993.
Mr. Brown is Executive Vice President, Corporate Finance Department, of Dain
Rauscher, Inc. (formerly Rauscher, Pierce Refsnes, Inc. ("RPR"), Dallas,
Texas, an investment banking firm, since February 1994, and served as Senior
Vice President of RPR from January 1990 to February 1994. In 1989, Mr. Brown
served as Senior Vice President of TM Capital Corp, an investment banking
firm, and from 1985 to 1989 was associated with Thomson McKinnon Securities,
an investment banking firm.
James D. Cavanaugh has served as a director of the Company since May 1993.
Mr. Cavanaugh served as Executive Vice President of Rockwell Graphic Systems
from May 1983 until June 1985 and served as its President and Chief Executive
Officer from June 1985 until his retirement in March 1993.
Except as otherwise noted, no family relationships exist among the directors
of the Company.
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board of
Directors. The Board meets on a regularly scheduled basis to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter
requires Board action between scheduled meetings. The Board of Directors met
four times during 1997.
The Board of Directors has three standing committees, the Audit Committee,
the Stock Option and Compensation Committee and the Executive Committee. The
full Board of Directors acts to nominate persons to serve on the Board. The
functions of the committees, their current members and the number of meetings
held during 1997 are described below.
The functions performed by the Audit Committee include: recommending to the
Board of Directors selection of the Company's independent accountants for the
ensuing year; reviewing with the independent accountants and management the
scope and results of the audit; reviewing the independence of the independent
accountants; reviewing the independent accountants' written recommendations
and corresponding actions by management; and meeting with management and the
independent auditors to review the effectiveness of the Company's system of
internal control. The committee currently is composed of John W. Stodder and
James D. Cavanaugh. The committee met two times during 1997.
The Stock Option and Compensation Committee administers the Company's Stock
Option Plan and reviews other matters regarding the compensation of employees
of the Company. The committee currently is composed of Robert H. Brown, Jr.
and Edgar H. Schollmaier. The committee did not meet formally during 1997.
The function of the Executive Committee is to direct and manage the business
and affairs of the Company in the intervals between meetings of the Board of
Directors. The Executive Committee is empowered to act in lieu of the Board on
any matter except that for which the Board has specifically reserved authority
to itself and except for those matters specifically reserved to the full Board
pursuant to the Delaware General Corporation Law. The Executive Committee is
currently comprised of Paul I. Stevens (Chairman), Robert H. Brown, Jr. and
Edgar H. Schollmaier. The Executive Committee acted by written consent one
time and met one time in 1997.
During 1997, each director attended more than 75% of the meetings of the
Board of Directors and respective committees on which he or she served.
4
<PAGE>
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth information as of April 10, 1998 (except as
otherwise noted) regarding the beneficial ownership of Common Stock by each
person known by the Company to own 5% or more of the outstanding shares of
each Series of Common Stock, each director and nominee for director of the
Company, including the Company's Chief Executive Officer, each other executive
officer listed in the Summary Compensation Table below, and the current
directors and executive officers of the Company as a group. The persons named
in the table have sole voting and investment power with respect to all shares
of Common Stock owned by them, unless otherwise noted. Of the shares issued
and outstanding as of April 10, 1998, Paul I. Stevens, Chairman of the Board
of the Company, and members of his immediate family, own approximately 15% of
the outstanding Series A Stock and 91% of the outstanding Series B Stock,
representing in the aggregate approximately 71.6% of the total voting power of
Common Stock with respect to matters on which Series A Stock and Series B
Stock vote together.
<TABLE>
<CAPTION>
SERIES A STOCK(1) SERIES B STOCK(2)
----------------- -----------------
PERCENT PERCENT
OF OF
NAME OF BENEFICIAL OWNER OR GROUP NUMBER SERIES NUMBER SERIES
--------------------------------- --------- ------- --------- -------
<S> <C> <C> <C> <C>
Paul I. Stevens(3)(4)................... 1,034,202 14.0 1,706,415 81.0
Richard I. Stevens(3)(5)................ 416,613 5.6 250,313 12.0
Constance I. Stevens(3)(6).............. 418,692 5.7 107,725 5.1
Robert H. Brown, Jr. (8)................ 25,000 * -- --
James D. Cavanaugh(8)................... 25,000 * -- --
Edgar H. Schollmaier(7)................. 315,000 4.3 -- --
John W. Stodder(8)(9)................... 30,000 * -- --
Michel A. Destresse(14)................. 10,000 * -- --
Hans W. Kossler(16)..................... 56,000 * -- --
George A. Wiederaenders(13)............. 51,275 * -- --
William A. Kist(15)..................... 52,950 * 850 *
Stevens Industries, Inc.(3)............. 243,106 3.3 74,140 3.5
David L. Babson & Company, Inc.(10)..... 534,000 7.23 -- --
Wanger Asset Management, L.P.(11)....... 457,000 6.18 -- --
Acorn Investment Trust, Series Desig- 457,000 6.18 -- --
nated Acorn Fund(12)...................
All current directors and executive of- 1,948,520 26.4 1,917,023 91.4
ficers as a group (11 persons).........
</TABLE>
- --------
*Less than 1%
(1) The information set forth for Series A Stock does not include the shares
of Series B Stock of such holder which are convertible, at any time and
from time to time, into shares of Series A Stock on a share-for-share
basis.
(2) Each share of Series B Stock is convertible into Series A Stock on a
share-for-share basis at any time.
(3) The address of Paul I. Stevens, Richard I. Stevens and Constance I.
Stevens is 5500 Airport Freeway, Fort Worth, Texas 76117 and the address
of Stevens Industries, Inc. is P.O. Box 562, Fort Worth, Texas 76101. The
shares of Paul I. Stevens, Richard I. Stevens and Constance I. Stevens
include shares held by Stevens Industries, Inc. because, due to their
positions as officers, directors and stockholders of such corporation,
they could be deemed to share beneficial ownership of its shares.
5
<PAGE>
(4) Includes 595,096 shares of Series A Stock and 1,628,475 shares of Series B
Stock owned by a trust for which Mr. Stevens and his wife serve as
Trustees, and 115,000 shares of Series A Stock purchasable pursuant to
options.
(5) Includes 115,000 shares of Series A Stock purchasable pursuant to options.
(6) Includes 2,075 shares of Series A Stock and 75 shares of Series B Stock
owned by Ms. Stevens' daughter and 40,000 shares of Series A Stock
purchasable pursuant to options.
(7) Includes 15,000 shares of Series A Stock purchasable pursuant to options.
(8) Includes 25,000 shares of Series A Stock purchasable pursuant to options.
(9) Includes 5,000 shares of Series A Stock owned by a trust for which Mr.
Stodder and his wife serve as trustees.
(10) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated January 19, 1998. The address of David L. Babson & Company, Inc. is
One Memorial Drive, Cambridge, Massachusetts 02142. Ownership of shares
of Series B Stock was not reported.
(11) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated February 6, 1998, the reported shares are beneficially owned by
Wanger Asset Management, L.P. ("WAM"), Wanger Asset Management, Ltd., the
sole general partner of WAM, and Ralph Wanger. The address of WAM is 227
West Monroe, Suite 3000, Chicago, Illinois 60606. The ownership of WAM
includes the 457,000 shares owned by Acorn Investment Trust, Series
Designated Acorn Fund. Ownership of shares of Series B Stock was not
reported.
(12) Based on a Schedule 13G filed with the Securities and Exchange Commission
dated February 6, 1998. The address of Acorn Investment Trust, Series
Designated Acorn Fund is 227 West Monroe Street, Suite 3000, Chicago,
Illinois 60606. Ownership of shares of Series B Stock was not reported.
(13) Includes 50,000 shares of Series A Stock purchasable pursuant to stock
options.
(14) Includes 10,000 shares of Series A Stock purchasable pursuant to stock
options.
(15) Includes 100 shares of Series A Stock owned by Mr. Kist's wife, 100
shares of Series A Stock owned by Mr. Kist's son, 50 shares of Series B
Stock owned by Mr. Kist's wife, 50 shares of Series B Stock owned by Mr.
Kist's son, and 50,000 shares of Series A Stock purchasable pursuant to
options.
(16) Includes 55,000 shares of Series A Stock purchasable pursuant to stock
options.
6
<PAGE>
MANAGEMENT COMPENSATION AND TRANSACTIONS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
Chief Executive Officer and each of the Company's other executive officers
serving at fiscal 1997 year end whose salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ----------------------- -------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION STOCK OPTIONS/SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($)(1) AWARD(S) (#) ($) ($)
------------------ ------ ------- ------- ------------ ---------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul I. Stevens, 1997 234,737 -- -- -- 90,000 -- --
Chairman of the 1996 300,000 -- 6,000 -- -- -- --
Board and Chief 1995 299,100 -- (2) 6,000 -- -- -- --
Executive Officer
Richard I. Stevens, 1997 231,000 -- 2,568 -- 90,000 -- --
President and 1996 225,000 8,333 -- -- -- --
Chief Operating Officer 1995 226,212 111,947 8,112 -- -- -- --
Hans W. Kossler, 1997 134,990 -- -- -- 30,000 -- --
Senior Vice 1996 150,000 -- -- -- -- -- --
President, Operations 1995 33,985 -- -- -- 10,000 -- --
William A. Kist 1997 125,047 -- 631 -- 25,000 -- --
Vice President & 1996 127,261(3) -- 6,593 -- -- -- --
Corporate Controller 1995 102,868 12,552 5,496 -- 10,000 -- --
George A. 1997 101,251 25,000 871 -- 25,000 -- --
Wiederaenders, 1996 97,830 -- 5,630 -- -- -- --
Vice President, 1995 97,776 12,438 5,560 -- 15,000 -- --
Treasurer and Chief
Accounting Officer
</TABLE>
- --------
(1) Consists of automobile allowance and group insurance costs.
(2) Paul I. Stevens earned a $149,262 bonus in 1995, but declined it in 1996.
(3) Includes $25,000 of annual compensation earned in 1996, that was deferred
by agreement between Mr. Kist and the Company and paid in 1997.
OPTION GRANTS DURING 1997 FISCAL YEAR
The following executive officers received options granted in the fiscal year
1997. All previous options were canceled and exchanged for the new ones.
<TABLE>
<CAPTION>
ALTERNATIVE
TO (F) AND (G)
GRANT DATE
INDIVIDUAL GRANTS VALUE
- ---------------------------------------------------------------------------------- --------------
(A) (B) (C) (D) (E) (F)
% OF TOTAL
OPTIONS/SARS
GRANTED TO EXERCISE
NUMBER OF SECURITIES EMPLOYEES OR BASE GRANT DATE
UNDERLYING OPTIONS/SARS IN FISCAL PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (F) YEAR ($/SH) DATE $0.83 (1)
- ---- ----------------------- ------------ -------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Paul I. Stevens......... 90,000 26.1% $1.50 Sept. 2002 $74,700
Richard I. Stevens...... 90,000 26.1% $1.50 Sept. 2002 $74,700
Hans W. Kossler......... 30,000 8.7% $1.50 Sept. 2002 $24,900
William A. Kist......... 25,000 7.2% $1.50 Sept. 2002 $20,750
George A. Wiederaenders. 25,000 7.2% $1.50 Sept. 2002 $20,750
</TABLE>
7
<PAGE>
- --------
(1) Option valuation was determined using a variation of the Black-Scholes
pricing model with the following assumptions:
<TABLE>
<S> <C>
Expected volatility 60%
Expected dividend
yield 0
Expected option term 5 years
Risk-free rate of
return 7.5%
</TABLE>
OPTIONS EXERCISED DURING 1997 FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
There were no options exercised during the fiscal year 1997. The following
table provides information related to options granted to the named executive
officers during the 1997 fiscal year and the number and value of options held
at fiscal year end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S OPTIONS/SAR'S
AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul I. Stevens......... -- -- 90,000 -- 5,625.0 --
Chairman of the Board
and Chief Executive
Officer
Richard I. Stevens...... -- -- 90,000 -- 5,625.0 --
President and Chief
Operating Officer
Hans W. Kossler......... -- -- 30,000 -- 1,875.0 --
Senior Vice President
Operations
William A. Kist......... -- -- 25,000 -- 1,562.5 --
Vice President and
Corporate Controller
George A. Wiederaenders. -- -- 25,000 -- 1,562.5 --
Vice President,
Treasurer and Chief
Accounting Officer
</TABLE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES ON REPRICING OF
OPTIONS/SARS
The Company's stock option plan has been used to provide executive officers
and other key employees with increased motivation and incentive to exert their
best efforts on behalf of the Company through the opportunity to benefit from
appreciation in the value of the Series A Common Stock. Due to a decline in
the price of the Common Stock in fiscal 1997, certain options outstanding
under the Company's stock option plan were exercisable at prices which
exceeded the then current market value of the Series A Common Stock. In order
to restore the incentive value to such options, the Board of Directors
approved the repricing of options.
On September 10, 1997, each option outstanding under the Company's stock
option plan, with an exercise price exceeding the market price of the
Company's Series A Common Stock was canceled and reissued with an exercise
price equal to the then current market price of $1.50. All other terms and
conditions of these options remained the same. Additionally, as previously
reported, in fiscal 1993 the Company repriced stock options as set forth
below. The following table provides information related to all repricing of
options during the last ten fiscal years for the named executive officers.
8
<PAGE>
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE ORIGINAL
UNDERLYING OF STOCK AT OPTION TERM
OPTIONS/ TIME OF REMAINING AT
SARS REPRICING OR EXERCISE PRICE AT NEW DATE OF
REPRICED OR AMENDMENT TIME OF REPRICING EXERCISE REPRICING OR
NAME DATE AMENDED (#) ($) OR AMENDMENT ($) PRICE ($) AMENDMENT
---- -------- ----------- ------------ ----------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Paul I. Stevens......... 9/10/97 90,000 $1.50 50,000/$5.50 $1.50 September 1999
Chairman of the Board 40,000/$4.5625 $1.50 November 1997
and Chief Executive
Officer
Richard I. Stevens...... 9/10/97 90,000 $1.50 50,000/$5.50 $1.50 September 1999
President and Chief 40,000/$4.5625 $1.50 November 1997
Operating
Officer 11/18/92 30,000 $4.5625 $8.00 $4.5625 March 1994
Hans W. Kossler......... 9/10/97 10,000 $1.50 10,000/$6.938 $1.50 November 2000
Vice President
Operations
William A. Kist......... 9/10/97 20,000 $1.50 10,000/$7.125 $1.50 March 2000
Vice President & 10,000/$4.5625 November 1997
Corporate $1.50
Controller 11/18/92 7,500 $4.5625 $15.00 $4.5625 January 1997
George A. Wiederaenders. 9/10/97 25,000 $1.50 15,000/$7.125 $1.50 March 2000
Vice President, 10,000/$4.5625 $1.50 November 1997
Treasurer and Chief
Accounting Officer 11/18/92 6,500 $4.5625 $15.00 $4.5625 January 1997
</TABLE>
This report is submitted by members of the Board of Directors.
John W. Stodder, Edgar H. Schollmaier, Paul I. Stevens,
Richard I. Stevens, Constance I. Stevens, Robert H. Brown,
Jr., James D. Cavanaugh and Michel A. Destresse
PENSION PLAN AND TRUST
Effective January 1, 1989, the Company established the Stevens
International, Inc. Pension Plan and Trust (the "Pension Plan"). The Pension
Plan replaced and is the successor to two pension plans previously maintained
by subsidiaries of the Company. The Pension Plan is a tax qualified defined
benefit pension plan under Section 401(a) et. seq. of the Code.
The Company's Board of Directors decided to permanently freeze all benefits
under the Pension Plan effective April 30, 1997, as a part of the cost
reduction measures taken in 1997. This action eliminates all future benefit
accruals for participants in the Pension Plan for 1997 and thereafter.
The following table illustrates estimated annual benefits payable upon
retirement in specified compensation and years of service classifications and
assumes (i) the participant attained age 65 in 1996, (ii) the compensation
presented is subject to the maximum permitted in 1996 and preceding years,
(iii) annual Social Security covered compensation amount for 1996 is $27,580,
(iv) the maximum allowable years of service is 40, (v) the participant elected
to receive his benefits for life, and (vi) the Internal Revenue Code
limitation on benefits elected remains at the level of $120,000, the 1996
limit.
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------
COMPENSATION 15 20 25 30 35 40
------------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
$100,000.......................... 17,058 23,425 29,792 36,160 42,527 47,048
125,000.......................... 21,770 29,887 38,005 46,122 54,239 59,885
150,000.......................... 26,483 36,350 46,217 56,085 65,952 72,723
175,000.......................... 30,258 41,875 53,492 65,110 76,727 84,998
200,000.......................... 34,033 47,400 60,767 74,135 87,502 97,273
225,000.......................... 35,977 50,078 64,178 78,279 92,379 102,633
250,000.......................... 36,161 50,261 64,362 78,462 92,563 102,743
300,000.......................... 36,161 50,261 64,362 78,462 92,563 102,743
</TABLE>
The amount of a participant's normal benefit is based on the participant's
accrued benefit as of December 31, 1991, plus, with respect to service of
participants after December 31, 1991, .75% of the participant's monthly
compensation for each year of participation (not to exceed 40 years), plus .5%
of the participant's monthly compensation (in excess of the Social Security
covered compensation) for each year of participation (not to exceed 35 years).
Under the Code, the annual benefit payable to a participant under the Pension
Plan (expressed as a single life annuity beginning at the participant's Social
Security retirement age), is
9
<PAGE>
limited to $120,000 in 1996 or, if less, 100% of the participant's average
annual compensation for the participant's highest three years of consecutive
service. For purposes of the Pension Plan, compensation includes a
participant's base compensation, bonuses, commissions, and overtime pay.
Compensation considered under the Pension Plan is subject to limits imposed by
the Code ($150,000 in 1996). Benefits provided by the Company under the
Pension Plan will become fully vested and nonforfeitable following the
completion of five years of service by a participant.
The estimated credited years of service under the Pension Plan for each of
the executive officers listed in the compensation table above is as follows:
Mr. Paul I. Stevens, seven years; Mr. Richard I. Stevens, seven years; Mr.
Hans Kossler, one year; William A. Kist, seven years; and Mr. George
Wiederaenders, seven years
Under one of the predecessor pension plans, benefits have vested on behalf
of Mr. Richard I. Stevens who is entitled to a monthly annuity benefit for
life of $2,083, commencing on his normal retirement date.
COMPENSATION OF DIRECTORS
The following table provides information related to the compensation paid to
outside directors of the Company.
<TABLE>
<CAPTION>
CASH COMPENSATION STOCK OPTIONS
- -------------------------------------------------------- ---------------------
(A) (B) (C) (D) (E) (F)
NUMBER OF
SECURITIES
ANNUAL UNDERLYING
RETAINER MEETING CONSULTING NUMBER OF OPTIONS
NAME AND PRINCIPAL POSITION FEE FEE FEE/OTHER SHARES (#) SARS (#)
- --------------------------- -------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Robert H. Brown, Jr......... -- $7,500 -- 5,000 --
Executive and Compensation
Committees
James D. Cavanaugh.......... -- 9,000 -- 5,000 --
Audit Committee
Michel A. Destresse......... -- 4,500 $52,500 5,000 --
Edgar H. Schollmaier........ -- 7,500 -- 5,000 --
Executive and Compensation
Committees
John W. Stodder............. -- 7,500 -- 5,000 --
Audit Committee
</TABLE>
- --------
(a) Directors who are also executives of the Company are not listed in the
above table. They do not receive compensation as directors. Refer to the
Summary Compensation Table for information concerning their compensation.
(b) Amounts shown include cash compensation earned and received as well as
amounts earned but deferred at the election of directors.
(c) Each director received $1,500/board meeting and $1,500/committee meeting.
(d) The reasonable expenses incurred by each director in connection with his
or her duties as a director are also reimbursed by the Company; this
amount is not reflected in the above table.
(e) There were no retainer fees paid in 1997.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Company's executive compensation program is administered by the Stock
Option and Compensation Committee of the Board of Directors. During 1997, the
Committee was composed of two independent, nonemployee directors. The
Committee is committed to a strong, positive link between business,
performance and strategic goals, and compensation and benefit programs.
Accordingly, as part of stringent cost reduction measures, all officer base
pay was reduced from 5% to a maximum of 50% in July, 1997.
10
<PAGE>
OVERALL EXECUTIVE COMPENSATION POLICY
The Company's compensation policy is designed to support the overall
objective of enhancing value for the Company's stockholders by:
. Attracting, developing, rewarding and retaining highly qualified and
productive individuals.
. Relating compensation to both Company and individual performance.
. Ensuring compensation levels that are externally competitive and
internally equitable.
. Encouraging executive stock ownership to enhance a mutuality of interest
with other stockholders.
The following is a description of the elements of the Company's executive
compensation and how each relates to the objectives and policy outlined above.
Base Salary
The Committee reviews each executive officer's salary annually. In
determining appropriate salary levels, the Committee considers individual
performance, internal equity, as well as pay practices of other companies
relating to executives of similar responsibility.
By design, the Committee strives to set executives' salaries at competitive
market levels. However, in July, 1997, the performance of the Company
necessitated a reduction of all officer salaries from 5% to a maximum of 50%
of base pay. The Committee believes maximum performance can be encouraged
through the use of appropriate incentive programs. Incentive programs for
executives are as follows:
Annual Incentives
Generally, discretionary annual incentive award opportunities are made to
executives to recognize and reward corporate and individual performance.
Senior executives may receive bonuses ranging from 60% to 75% of eligible base
compensation with attainment measured by corporate net income as compared to
the annual plan. Bonuses can be increased or decreased incrementally based
upon performance for the year. Business unit general managers may receive
bonuses ranging from 20% to 50% of eligible base compensation measured by
business unit (80%) and corporate (20%) net income attainment. Other corporate
officers and key business unit employees may receive bonuses ranging from 5%
to 20% of eligible base compensation, measured either by business unit or
corporate net income. Accordingly, no senior executive officers were awarded
an incentive bonus based upon 1997 performance. One officer was paid a $25,000
bonus in early 1997 as a result of personal performance. No other officers
were awarded incentive bonuses based upon 1997 performance. External market
data is reviewed periodically to determine competitive incentive opportunities
for individual executives. The Company believes that it is in the mid-range of
compensation and annual incentive programs, when compared to external
compensation data.
Long-Term Incentives
The Company's long-term compensation philosophy is that long-term incentives
should be related to improvement in long-term stockholder value, thereby
creating a mutuality of interest with stockholders. In furtherance of this
objective, the Company awards to its executive officers stock options.
Stock options encourage and reward effective management that results in
long-term corporate financial success, as measured by stock price
appreciation. Stock options generally are exercisable at the fair market value
at date of grant and options are generally exercisable in two installments
beginning one year after date of grant.
RATIONALE FOR CEO COMPENSATION
Mr. Paul I. Stevens has been Chairman and Chief Executive Officer of the
Company since 1986. His compensation package has been designed to encourage
short and long-term performance in line with the interests of the Company's
stockholders. Mr. Stevens' large stock ownership percentage as described
elsewhere herein is a substantial incentive to perform in such a way to
enhance stockholders' interest and returns. His base pay has been $250,000
from 1991 through 1994, $300,000 for 1995 and 1996, and was reduced to
$150,000 in July, 1997. The Committee believes Mr. Stevens' total compensation
is reflective of Company and individual performance. He is a participant in
the incentive plans described above.
11
<PAGE>
The factors which the Committee considered in determining Mr. Stevens' 50%
reduction in base pay in July, 1997, relate principally to the need for
stringent cost reduction at all levels of the Company. An annual incentive of
$149,300 was earned by Mr. Stevens for fiscal year 1995 and $100,000 for
fiscal year 1994. Mr. Stevens declined his bonus earned for fiscal year 1995.
No such incentive was paid to Mr. Stevens for fiscal years 1997, 1996 and
1993. In granting stock options in 1997, 1994, and 1993, to Mr. Stevens, as
well as other executives, the Committee took into account the executive's
level and scope of responsibility and contributions to the Company, as well as
competitive long-term incentive practices as verified by external surveys.
This report is submitted by the members of the Stock Option and Compensation
Committee of the Board of Directors:
Robert H. Brown, Jr.
Edgar H. Schollmaier
The Board Compensation Committee Report on Executive Compensation shall not
be deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
STOCK OPTION AND COMPENSATION COMMITTEE AND INSIDER PARTICIPATION
During fiscal 1997, the members of the Stock Option and Compensation
Committee were primarily responsible for determining executive compensation
and matters relating to stock options, although certain of such matters were
discussed by the full Board of Directors. Paul I. Stevens, as a director as
well as an executive officer of the Company, participated in such discussions.
The Company and Xytec Corporation ("Xytec"), a subsidiary of Stevens
Industries, Inc., one of the principal shareholders of the Company and a
corporation controlled by Paul I. Stevens, Richard I. Stevens and Constance I.
Stevens, entered into an agreement during 1994 for Xytec to provide software
and computer-related services and equipment of $2.1 million as a subcontractor
on a major contract. During 1995, 1996 and 1997, the Company paid
approximately $784,000, $671,000, and $594,000, respectively, to Xytec on this
contract. The cost to Xytec of this subcontract was approximately 92% of its
billings to the Company, or $706,000 in 1995, $604,000 in 1996, and $575,000
in 1997.
Each of Paul I. Stevens and Richard I. Stevens owns a 22.5% interest in a
joint venture which is the landlord under the lease of the Company's corporate
headquarters. Amounts paid to the joint venture as rent and maintenance in
1997 and 1996 were approximately $111,000, respectively.
In the first quarter of 1996, Paul I. Stevens advanced an aggregate of
$950,000 to the Company, which is evidenced by a promissory note bearing an
interest rate of 8% per annum. This amount has not been repaid as of December
31, 1997.
The Company believes that the transactions described above are beneficial to
the Company and are on terms as favorable to the Company as could be obtained
from unaffiliated third parties. Such transactions are expected to be
continued in the future, with review of and the approval required by the
independent members of the Board of Directors.
12
<PAGE>
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Series A Stock during the five
fiscal years ended December 31, 1997 (adjusted for a stock split and the
reclassification of the Company's Common Stock into Series A Stock and Series
B Stock) with the cumulative total return on the American Stock Exchange Index
and the Printing Equipment (SIC Code 355) Machinery Industry Index. The
comparison assumes $100 was invested on December 31, 1992 in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment of
dividends.
COMPARISON OF TOTAL RETURN OF THE COMPANY, PEER GROUP
AND BROAD MARKET
[PERFORMANCE GRAPH APPEARS HERE]
FISCAL YEAR ENDING
1992 1993 1994 1995 1996 1997
STEVENS INTERNAT CL A 100 141.03 171.79 89.74 30.77 32.05
INDUSTRY INDEX 100 129.96 152.71 222.01 209.78 263.80
BROAD MARKET 100 118.81 104.95 135.28 142.74 171.76
13
<PAGE>
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission (the
"SEC") and the American Stock Exchange. Such persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it with
respect to fiscal 1997, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with.
INDEPENDENT AUDITORS
The Board of Directors selected Deloitte & Touche LLP as independent public
accountants to audit the Company's financial statements for the 1997 fiscal
year. Representatives of Deloitte & Touche LLP are expected to be present at
the Meeting with the opportunity to make a statement if they desire to do so
and to be available to answer appropriate questions.
STOCKHOLDERS' PROPOSALS
Stockholders may submit proposals on matters appropriate for stockholder
action at subsequent annual meetings of the Company consistent with Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended. For such
proposals to be considered in the Proxy Statement and Proxy relating to the
1998 Annual Meeting of Stockholders, such proposals must be received by the
Company not later than January 21, 1999. Such proposals should be directed to
Stevens International, Inc., 5500 Airport Freeway, Fort Worth, Texas 76117.
OTHER BUSINESS
The Board of Directors knows of no matters other than those described herein
that will be presented for consideration at the Meeting. However, should any
other matters properly come before the Meeting or any adjournment thereof, it
is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment in the interest of the Company.
MISCELLANEOUS
All costs incurred in the solicitation of Proxies will be borne by the
Company. In addition to solicitation by mail, the officers and employees of
the Company may solicit Proxies by telephone, telegraph or personally, without
additional compensation. The Company may also make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of shares of Common Stock held
of record by such persons, and the Company may reimburse such brokerage houses
and other custodians, nominees and fiduciaries for their out-of-pocket
expenses incurred in connection therewith.
The Company's annual report to shareholders for 1997 is being mailed with
this proxy statement to stockholders entitled to vote at the Meeting. The
Annual Report is not to be deemed part of this Proxy Statement.
14
<PAGE>
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULE, BUT NOT INCLUDING EXHIBITS,
WILL BE FURNISHED AT NO CHARGE TO EACH PERSON TO WHOM A PROXY STATEMENT IS
DELIVERED UPON THE WRITTEN REQUEST OF SUCH PERSON ADDRESSED TO STEVENS
INTERNATIONAL, INC., ATTN: MS. CONSTANCE STEVENS, 5500 AIRPORT FREEWAY, FORT
WORTH, TEXAS 76117.
By Order of the Board of Directors
[SIGNATURE OF PAUL I. STEVENS APPEARS HERE]
Paul I. Stevens
Chairman of the Board
and Chief Executive Officer
Fort Worth, Texas
April 24, 1998
15
<PAGE>
Stevens International, Inc.
Annual Meeting of Stockholders
Series A Common Stock
The undersigned hereby appoints Paul I. Stevens and Richard I. Stevens,
each with power to act without the other and with full power of substitution,
as Proxies to represent and to vote, as designated on the reverse, all Series A
common Stock of Stevens International, Inc. owned by the undersigned, at the
Annual Meeting of Stockholders to be held at the offices of the Company, 5500
Airport Freeway, Fort Worth, Texas, 76117, on Thursday , May 21, 1998, at 10:00
a.m. local time, upon such other business as may properly come before the
meeting or any adjournment thereof including the following:
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<S> <C> <C>
FOR all nominees
Listed at right WITHHOLD AUTHORITY
(Except as marked to the To vote for all
contrary below) nominees listed at right NOMINEES: John W. Stodder
Edgar H. Schollmaier
1. Election of [ ] [ ]
Directors
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
</TABLE>
- --------------------------------------------------------------------------------
2. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no specific direction is given, this proxy will
be voted (i) for the election of the nominees for director, and (ii) at the
discretion of the proxy holders with regard to any other matter that may
properly come before the meeting or any adjournment thereof.
This proxy may be revoked prior to the exercise of the powers conferred by the
proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE DATE, SIGN EXACTLY AS SHOWN HEREON AND MAIL PROMPTLY THIS PROXY IN THE
ENCLOSED ENVELOPE.
Signature_________________________________________Dated_____________1998
Note: Please date, sign exactly as shown hereon and mail promptly this proxy in
the enclosed envelope. When there is more than one owner, each should
sign. When signing as an attorney, administrator, executor, guardian or
trustee, please add your title as such. If executed by a corporation, the
proxy should be signed by a duly authorized officer. If executed by a
partnership, please sign in the partnership name as an authorized person.
<PAGE>
Stevens International, Inc.
Annual Meeting of Stockholders
Series B Common Stock
The undersigned hereby appoints Paul I. Stevens and Richard I. Stevens,
each with power to act without the other and with full power of substitution,
as Proxies to represent and to vote, as designated on the reverse, all Series B
common Stock of Stevens International, Inc. owned by the undersigned, at the
Annual Meeting of Stockholders to be held at the offices of the Company, 5500
Airport Freeway, Fort Worth, Texas, 76117, on Thursday, May 21, 1998, at 10:00
a.m. local time, upon such other business as may properly come before the
meeting or any adjournment thereof including the following:
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<S> <C> <C>
FOR all nominees
Listed at right WITHHOLD AUTHORITY
(Except as marked to the To vote for all
contrary below) nominees listed at right NOMINEES: Paul I. Stevens
Richard I. Stevens
1. Election of [ ] [ ] Constance I Stevens
Directors Robert H. Brown, Jr.
James D. Cavanaugh
Michel A. Destresse
</TABLE>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
- --------------------------------------------------------------------------------
2. In their discretion on any other matter that may properly come before the
meeting or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no specific direction is given, this proxy will
be voted (i) for the election of the nominees for director, and (ii) at the
discretion of the proxy holders with regard to any other matter that may
properly come before the meeting or any adjournment thereof.
This proxy may be revoked prior to the exercise of the powers conferred by the
proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE DATE, SIGN EXACTLY AS SHOWN HEREON AND MAIL PROMPTLY THIS PROXY IN THE
ENCLOSED ENVELOPE.
Signature_______________________________________________Dated______________1998
Note: Please date, sign exactly as shown hereon and mail promptly this proxy in
the enclosed envelope. When there is more than one owner, each should
sign. When signing as an attorney, administrator, executor, guardian or
trustee, please add your title as such. If executed by a corporation, the
proxy should be signed by a duly authorized officer. If executed by a
partnership, please sign in the partnership name as an authorized person.
