.
INTERNATIONAL YOGURT COMPANY
NOTICE
OF
ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
Meeting Date:
March 28, 1996
2:00 p.m.
Location:
Portland International Airport Conference Center
(located in the main airport terminal)
7000 N.E. Airport Way
Portland, Oregon 97218
<PAGE>
INTERNATIONAL YOGURT COMPANY
5858 N.E. 87th Avenue
Portland, Oregon 97220
Dear Shareholder:
You are cordially invited to attend International Yogurt Company's
Annual Meeting of Shareholders. The meeting will be held:
Thursday, March 28, 1996, 2:00 p.m.
at the Portland International Airport Conference Center
(located in the main airport terminal)
7000 N.E. Airport Way
Portland, Oregon 97218
The Notice of Annual Meeting of Shareholders, Proxy Statement and
Proxy for International Yogurt Company follow. Even if you plan to attend
the Annual Meeting in person, it is important that you return the enclosed
Proxy to ensure that every shareholder's shares are voted at the meeting.
Please mark, date, sign, and return your Proxy promptly in the enclosed
postage-paid return envelope.
The directors, officers, and employees of International Yogurt Company
look forward to seeing you at the Annual Meeting.
Sincerely,
John N. Hanna
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE>
INTERNATIONAL YOGURT COMPANY
5858 N.E. 87th Avenue
Portland, Oregon 97220
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 28, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of International Yogurt Company (the "Company") will be held at
the Portland International Airport Conference Center (located in the main
airport terminal), 7000 N.E. Airport Way, Portland, Oregon, at 2:00 p.m.,
Pacific Time, for the following purposes, all of which are more completely
set forth in the accompanying Proxy Statement:
1. To elect eight directors for the ensuing year and until the next
Annual Meeting of Shareholders or until their successors are duly
elected and qualified;
2. To transact such other business as may properly come before the
meeting.
Holders of record of common stock of the Company at the close of business
on February 23, 1996 are entitled to notice of, and to vote at, the Meeting
or any adjournment or adjournments thereof.
By order of the Board of Directors
John N. Hanna
Chairman of the Board of Directors
and Chief Executive Officer
Portland, Oregon
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE ATTACHED PROXY USING THE ENVELOPE PROVIDED. IF YOU ATTEND THE
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN
MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE
EXERCISE THEREOF.
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<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF INTERNATIONAL YOGURT COMPANY
March 28, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies to be used at the Annual Meeting of Shareholders of
International Yogurt Company (the "Company"), to be held at the Portland
International Airport Conference Center (located in the main airport
terminal), 7000 N.E. Airport Way, Portland, Oregon, Thursday, March 28,
1996, at 2:00 Pacific Time (the "Meeting").
Proxies in the form enclosed are solicited by the Board of Directors.
Execution of the proxy will not in any way affect a shareholder's right to
attend the Meeting and vote in person, and shareholders giving proxies may
revoke them at any time before they are exercised by submitting (i) a
written revocation prior to commencement of the Meeting to the Secretary of
the Company at 5858 N.E. 87th Avenue, Portland, Oregon 97220 or at the
Meeting, or (ii) a duly executed proxy bearing a later date prior to
commencement of the Meeting with the Secretary of the Company at 5858 N.E.
87th Avenue, Portland, Oregon 97220 or at the Meeting. Proxies in the form
enclosed, unless previously revoked, will be voted at the Meeting as set
forth herein and in the proxies.
Only the holders of common stock are entitled to vote at the Meeting.
At the close of business on February 23, 1996, the record date, there were
2,190,043 shares of common stock issued and outstanding (the "Common
Stock"). These shares are entitled to be voted by the holders thereof on
each proposal submitted to a vote at the Meeting.
The entire cost of solicitation of proxies will be borne by the
Company, including expenses incurred by banks, brokers, and other nominees
in forwarding soliciting materials to their principals and obtaining
authorization for the execution of proxies. Proxies may also be solicited
personally or by telephone or telegraph by directors, officers and other
employees of the Company, but such persons will not be specifically
compensated for this service.
ELECTION OF DIRECTORS
(Notice Item 1)
Solicitation of proxies will be by the Board of Directors. It is
intended that votes will be cast pursuant to the enclosed proxy for the
persons listed below to serve as directors, unless authority to do so is
withheld. The number of directors of the Company is presently set at
eight members.
Shares voted at the Meeting may be voted for only up to eight nominees
for director. The Company's Articles of Incorporation and Bylaws do not
provide for cumulative voting. The accompanying proxy, when properly
executed and returned to the Company will be voted for the eight nominees,
unless authority to vote is withheld for a nominee or all the nominees. If
any of the nominees herein shall unexpectedly become unavailable for
election, the proxies will be voted for a substitute proposed by the Board
of Directors. Directors will be elected by a plurality of the shares,
voting in person or by proxy, at the Meeting.
All of the nominees are currently members of the Board of Directors
whose present terms of office will expire at the Meeting. The nominees, if
elected, will hold office until the next Annual Meeting of Shareholders or
until their duly qualified successors are elected.
The following table shows as to each nominee for Director, the
identified information
as of February 23, 1996.
Position held with Company
and Principal Occupation Director
Name Age During Past Five Years Since
John N. Hanna 55 Director; Chairman of the Board of 1977
Directors; Chief Executive Officer
David J. Hanna 60 Director; President 1977
James S. Hanna 62 Director; Secretary 1977
William J. Rush 61 Director; Partner in Rush, Hannula 1987
& Harkins, Attorney at Law (1)
Carl G. Behnke 50 Director; President R.E.B. Enterprises; 1994
Chairman of the Board of Skinner
Corporation
(1) The Company has from time-to-time retained Mr. Rush's law firm to
perform certain legal services and may do so from time-to-time in
the future.
<PAGE>
The Company's Board of Directors has established a Compensation
Committee comprised of two non-employee directors, James S. Hanna, and
William J. Rush, and an Audit Committee comprised of all Board members.
During the year ended October 31, 1995, the Board of Directors
held twelve regularly scheduled and special meetings. All directors
attended at least 75 percent of the meetings and committee meetings they
were eligible to attend.
Compensation of Directors.
Directors of the Company do not receive any cash compensation for
serving on the Company's Board of Directors or for attending meetings of
the Board of Directors or any committee of the Board of Directors.
However, each director of the Company, except for those directors who are
employees of the Company, is on October 16th of each year automatically
granted a stock option under the 1990 Non-Discretionary Stock Option Plan
for Non-Employee Directors (the "1990 Directors Plan"). Each stock option
granted under the 1990 Directors Plan is for 5,000 shares of the Company's
Common Stock and is exercisable at any time within a five year period at an
exercise price equal to the average between the closing bid and asked
prices of the Company's Common Stock on the date of the grant.
MANAGEMENT
The following table identifies the executive officers of the
Company.
Position(s) with the Company and
Principal Occupation
Name of Individual Age for the Past Five Years
John N. Hanna 55 Director; Chairman of the Board of Directors;
Chief Executive Officer
David J. Hanna 60 Director; President
Roger H. Olson 57 Controller since 1989;
Controller with Home Call of Oregon,
1986 to 1988
Executive Officers serve at the discretion of the Board of Directors.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid or to be paid by the Company during the years ended
October 31, 1995, 1994 and 1993 to John Hanna, the Company's Chief
Executive Officer. None of the Company's other directors or executive
officers received salaries and bonuses in excess of $100,000 in the year
ended October 31, 1995.
Summary Compensation Table
Annual Compensation
Name & Principal Other Annual
Position Year Salary (1) Bonus Compensation
JOHN H. HANNA 1995 $ 99,825 N/A
Chairman and Chief 1994 $ 99,825 N/A
Executive Officer 1993 $ 90,750 N/A (2)
Long Term Compensation
Awards Payout
Restricted Option LTIP All Other
Stock /SAR Payout Compensation(3)
JOHN H. HANNA 1995 N/A N/A N/A $1,583
Chairman and Chief 1994 N/A N/A N/A $1,497
Executive Officer 1993 N/A 32,500 N/A $1,143
(1) Includes salary and amounts contributed by the identified
excutive officer to the Company's 401(k) Employee Savings Plan and
Trust.
(2) Perquisites and other personal benefits, if any, did not exceed
the lesser of $50,000 or 10 percent of total annual salary and
bonus for the named executive officer for any of the periods
indicated.
(3) The Company's 401(k) Employee Savings Plan and Trust allows for
contributions by the Company on the benefit of employees including
the named executive officer. During the years ended October 31,
1993, October 31, 1994 and October 31, 1995, the Company made
contributions into the 401(k) Employee Savings Plan and Trust
equal to 1.26 percent of the compensation paid to the named
executive officer and all other eligible employees. Does not
include the premium paid by the Company on term life insurance for
the benefit of the named executive officer under a group life
policy for all salaried employees of the Company.<PAGE>
401(k) Plan.
The Company has a 401(k) Employee Savings Plan and Trust ("401(k)
Plan"). The 401(k) Plan is administered by an administrative committee
appointed by the Board of Directors. The trustees for the 401(k) Plan are
John N. Hanna, David J. Hanna and Roger H. Olson and the custodian for
the 401(k) Plan is Massachusetts Mutual, which receives all contributions
from employees and any contributions by the Company. All employees,
including all executive officers, are eligible to participate in the 401(k)
Plan after completion of one year of service. Employees may choose
to contribute on a pre-tax basis up to five percent of their compensation,
subject to certain limitations. The 401(k) Plan allows for the Company
to make contributions to the plan on behalf of employees and in each of the
last three years the Company has made a contribution equal to 1.26
percent of the compensation paid to eligible employees.
<PAGE>
Report of the Compensation Committee on Executive Compensation
The Company's Board of Directors has established a Compensation
Committee comprised of two non-employee directors. The Compensation
Committee is responsible for establishing and administering the policies of
the Board with respect to the annual compensation of the Company's
Chief Executive Officer and other executive officers. The Compensation
Committee is also responsible for administering the 1987 Restated Non-
Qualified Employee Stock Option Plan and the 1994 Combined Incentive and
Non-Qualified Stock Option Plan, including determination of the timing
and amount of stock option grants under those plans.
In February of each year the Compensation Committee receives the
recommendations of the Company's Chief Executive Officer as to the
salaries and other benefits of the Company's Executive officers for the
coming year by the Compensation Committee. These recommendations are then
considered and acted upon by the Compensation Committee taking into account
the following objectives:
* Reward successes in resolving critical issues in the development
of new markets for the Company's products.
* Preservation of cash resources to fund operations and new product
development.
* Increase the profitability of the Company, and, accordingly,
increase shareholder value.
* Align the interests of management with those of the Company's
shareholders through equity based incentive compensation.
The Compensation Committee also considers the cash compensation and other
benefits paid to executive officers with similar responsibilities by
other companies in the same industry and by other publicly held companies
of similar size. It is perceived by the Compensation Committee that
the cash compensation paid by the Company to its executive officers,
including its Chief Executive Officer, are significantly below the cash
compensation paid by other similar companies. However, the Company
continues to need to utilize its available cash resources to finance
operations and new product development and, as a result, salaries paid to
executive officers have only been increased modestly.
In order to supplement the cash compensation paid to executive
officers, the Compensation Committee has from time-to-time granted them
stock options under the 1987 Restated Non-Qualified Employee Stock Option
Plan. These stock options have all been granted with exercise prices
equal to the then market value of the Company's Common Stock and thus they
provide the executive officers and the other employees with long-term
incentives directly tied to the enhancement of shareholder values by
allowing them to share in the appreciation of the market value of Company's
Common Stock.
During 1996, the Compensation Committee will continue to carefully
consider executive compensation in relation to the Company's performance
and the opportunities and challenges which the Company faces.
COMPENSATION COMMITTEE
James S. Hanna
William J. Rush
<PAGE>
Compensation Committee Interlocks and Insider Participation in Compensation
Committee
James S. Hanna is the brother of John N. Hanna and David J. Hanna
and, together with John N. Hanna and David J. Hanna is a member of the
Pente Investments LLC which leases the Company's principal place of
business to the Company (see "TRANSACTIONS WITH AFFILIATES AND
MANAGEMENT"). William J. Rush is a partner in the Tacoma, Washington law
firm of Rush, Hannula & Harkins which has on occasion provided legal
services to the Company. During the year ended October 31, 1995, the
Company did not pay any legal fees to that firm. Carl G. Behnke is
President of R.E.B. Enterprises and serves also as Chairman of the Board of
the Skinner Corporation. No other relationships exist between the members
of the Compensation Committee and the Company's executive officers.
Stock Option Grants and Exercises During Latest Fiscal Year.
The following table sets forth information as to the stock options
granted by the Company during the year ended October 31, 1995 to
John N. Hanna, the Company's Chief Executive Officer. All of the stock
options were granted under the Company's 1994 Combined Incentive and Non-
Qualified Stock Option Plan (the "1994 Stock Option Plan"). Grants of
stock options under the Stock Option Plan are made and the Stock Option
Plan is administered by the Company's Compensation Committee.
Option Grants in Last Fiscal Year
Percent Potential Realizable Value at
of Total Assumed Annual Rates of Stock
Options Price Appreciation of Option Term
Granted to (1)
Options Employees in Exercise Price Expiration
Name Granted Fiscal Year Per Share(2) Date 5% 10%
John N. 11,000 18.0% $2.12 04/30/00 $6,443 $14,237
Hanna
(1) The potential realizable value portion of the foregoing table
illustrates values that might be realized upon exercise of the
options immediately prior to the expiration of their term based upon the
assumed annual compounded rates of appreciation in the value of the
Company's Common Stock as specified in the table over the term of the
options. These numbers are not discounted to their present value and do
not take into account provisions of the stock options providing for
termination of the option following termination of employment and the
nontransferability of the stock options.
(2) Each of the stock options were granted at 100% of the fair market
value of the Company's Common Stock on the date of the stock
option grant based upon the average between the closing bid and asked
prices on that date. The option exercise price may be paid in cash, by
surrender for cancellation of shares of Common Stock owned by the executive
officer or in any other form of valid consideration or a combination of any
of the foregoing as determined by the Compensation Committee in its
discretion.
<PAGE>
Stock Option Exercises and Year-End Stock Option Values.
The following table sets forth information as to the stock options
granted the Company which were exercised during the year ended October 31,
1995 by John N. Hanna, the Company's Chief Executive Officer, and also sets
forth the value of all stock options held by him as of October 31, 1995.
These stock options were granted under the Company's 1987 Restated Non-
Qualified Employee Stock Option Plan and the 1994 Stock Option Plan.
Stock Option Exercises in Last Fiscal Year
and Fiscal Year-End Stock Option Values
Number of Value of Unexercised
Unexercised In-the-Money
Shares Options at FY-End Options at FY-End
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable (1)
JOHN N. 5,000 $ 300 42,500/11,000 $ 0/$770
HANNA
(1) On October 31, 1995, the closing price of the Company's Common
Stock was $2.19. For purposes of the foregoing table, stock
options with an exercise price less than this amount are considered to be
"in-the-money" and are considered to have a value equal to the difference
between this amount and the exercise price of the stock option multiplied
by the number of shares covered by the stock option. Stock options issued
under the 1994 Stock Option Plan were "in-the-money" on that date.
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative shareholder return on the Company's Common Stock during the five
fiscal years ended October 31, 1995 with the cumulate total return on (i)
the Russell 2000 Index and (ii) the Standard & Poors Food Products Index.
This comparison assumes $100.00 was invested on October 31, 1990 in the
Company's Common Stock and of the comparison groups and assumes the
reinvestment of all cash dividends prior to any tax effect and the
retention of all stock dividends.
<PAGE>
TRANSACTIONS WITH AFFILIATES AND MANAGEMENT
Since 1987, Norpac Foods, Inc. and Norpac Food Sales (collectively
"Norpac") have served as the Company's broker and exclusive sale agents for
selling the Company's branded products in the United States, subject to
certain exceptions. The Company has access to Norpac's customer list and
uses Norpac's brokers, warehouses and truck fleet to distribute its branded
products and Norpac fulfills the functions of order taking, invoicing,
credit qualifying and collection on the Company's sales of these branded
products. During the year ended October 31, 1995, the Company paid Norpac
brokerage fees and commissions which totaled approximately $426,000. In
addition, marketing and advertising expenses for which Norpac was entitled
to reimbursement from the Company totaled approximately $183,000.
Norpac Foods, Inc. holds 75,000 shares of the Company's Common
Stock, 3.5 percent of the outstanding Common Stock on February 23, 1996.
As of October 31, 1995, the Company owed Norpac approximately $140,000 on a
note receivable. In addition, the Company on October 31, 1995 had a trade
payable to Norpac of approximately $192,000 and a account receivable from
Norpac of approximately $189,000.
The Company, from time-to-time, has retained the services of Rush,
Hannula & Harkins, a law firm in which William J. Rush, a director of the
Company, is a partner. During the year ended October 31, 1995, the Company
did not pay any legal fees to that law firm.
COMPLIANCE WITH SECTION 16 FILING REQUIREMENTS
Section 16 of the Securities Exchange Act of 1934, as amended,
("Section 16") requires that all executive officers and directors of the
Company and all persons who beneficially own more than 10 percent of the
Company's Common Stock file and initial report of their ownership of the
Company's securities on Form 3 and report changes in their ownership of the
Company's securities on Form 4 or Form 5. These filings must be made with
the Securities and Exchange Commission and the National Association of
Securities Dealers with a copy sent to the Company.
Based solely upon the Company's review of the copies of the
filings which it received with respect to the fiscal year ended October 31,
1995, the Company believes that all reporting persons made all filings
required by Section 16 on a timely basis.
<PAGE>
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of each director, each nominee for director, all
executive officers and directors as a group, and persons, according to
information received by the Board of Directors, holding more than five
percent of the outstanding Common Stock of the Company as of February 23,
1996.
Executive Officers and Directors
Shares Percent
Name and Address Owned (1) of Class
John N. Hanna 326,839 (2) 14.57
5858 N.E. 87th
Portland, Oregon 97220
David J. Hanna 320,782 (3) 14.30
5858 N.E. 87th
Portland, Oregon 97220
James S. Hanna 252,180 (4) 11.26
729 N. Stadium Way
Tacoma, Washington 98403
William J. Rush 126,508 (5) 5.72
715 Tacoma Ave. S.
Tacoma, Washington 9840
Carl G. Behnke 27,500 (6) 1.24
1301 Fifth Avenue
Seattle, WA 98101
Roger Olson 12,000 (7) 0.54
5858 N.E. 87th Avenue
Portland, Oregon 97220
All Executive Officers and 1,067,809 (2)-(7) 44.98
Directors as a Group (6 persons)
(footnotes on following page)
<PAGE>
(1) Unless indicated otherwise, each person or entity separately
possesses sole voting and sole investment power over his or its
respective shares. There are no arrangements, known to the Company,
including any pledge by any person or securities of the Company the
operation of which may at a subsequent date result in a change of
ownership of such stock or in control of the Company.
(2) Includes 53,500 shares issuable on exercise of outstanding options
granted under the 1987 Employee Plan. Does not include shares of
common stock or shares issuable on exercise of options held by adult
children of John Hanna. Includes 2,000 shares held by Pente
Investments LCC in which John Hanna is one of five members.
(3) Includes 53,500 shares issuable on exercise of outstanding options
granted under the 1987 Employee Plan. Does not include 8,000 shares
of Common Stock issuable to Francis Hanna, David J. Hanna's wife, on
exercise of outstanding stock options granted under the 1987 Employee
Plan. David J. Hanna disclaims beneficial ownership of those shares.
(4) Includes 20,000 shares issuable on exercise of outstanding options
granted under the 1990 Directors Plan. Does not include 8,915 shares
of common stock held by James S. Hanna's wife nor shares of common
stock held by two adult children of James S. Hanna. James S. Hanna
disclaims beneficial ownership of those shares.
(5) Includes 20,000 shares issuable upon exercise of options granted
pursuant to the 1990 Director Plan.
(6) Includes 20,000 shares issuable upon exercise of options granted
pursuant to the 1990 Director Plan.
(7) The total are shares issuable upon exercise of options granted
pursuant to the 1987 Employee Plan.
OTHER MATTERS
(Notice Item 2)
The Board of Directors is not aware of any matters to be presented
for action at the Meeting other than those set forth in the Notice of
Annual Meeting. However, if any other matters properly come before the
Meeting or any adjournment thereof, the person or persons voting the
proxies will vote them in accordance with their best judgment.
INDEPENDENT AUDITORS
The Board of Directors has designated Grant Thornton LLP,
independent certified public accountants, as auditors for the Company for
the year ended October 31, 1995.
The audit services performed by Grant Thornton LLP during 1995
included an audit of annual financial statements, assistance and
consultation in connection with filings with the Securities and Exchange
Commission and audit related accounting matters.
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<PAGE>
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have considered for
inclusion in the Company's proxy solicitation materials for the 1997 Annual
Meeting of Shareholders ("Annual Meeting") must be received at the main
office of the Company no later than 120 days prior to the mailing of proxy
materials to shareholders in connection with that Annual Meeting. That
deadline for receipt of proposals is currently estimated to be September
30, 1996. If such proposal is in compliance with all of the requirements
of the Company's Restated Articles of Incorporation, and of Rule 14a-8
promulgated under the Securities Exchange Act of 1934, it will be included
in the Proxy Statement and set forth on the form of proxy issued for the
next Annual Meeting of Shareholders. It is urged that any such proposals be
sent by certified mail, return receipt requested.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report to Shareholders for the year
ended October 31, 1995, accompanies this Proxy Statement. Additional
copies of the Company's Annual Report to shareholders may be obtained by
written request to the Secretary of the Company at the address indicated
below. Such Annual Report is not part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
shareholder without charge a copy of the Company's Annual Report on Form
10-K for the year ended October 31, 1995, and the list of exhibits thereto
required to be filed with the Securities and Exchange Commission. Such
written request should be directed to James S. Hanna, Secretary,
International Yogurt Company, 5858 N.E. 87th Avenue, Portland, Oregon
97220. The Form 10-K Annual Report is not part of the proxy solicitation
materials.
By order of the Board of Directors,
John N. Hanna
Chairman of the Board of Directors
and Chief Executive Officer
DATED: February 23, 1996
NOTE: Please send in your Proxy immediately, using the enclosed postage
paid envelope.
<PAGE>
REVOCABLE PROXY
FOR INTERNATIONAL YOGURT COMPANY
ANNUAL MEETING OF SHAREHOLDERS
March 28, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints John N. Hanna, David J. Hanna,
James S. Hanna, and each of them, proxies with power of substitution to
vote on behalf of the undersigned all shares of common stock of
International Yogurt Company (the "Company") at the Annual Meeting to be
held on March 28, 1996 and any adjournments thereof, with all powers the
undersigned would possess if personally present, with respect to the
following:
1. Election of directors. [ ] FOR allnominees [ ] WITHHOLD
listed below (except AUTHORITY to
as marked to the vote for all
contrary below) nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual, strike
a line through the nominee's name below.)
John N. Hanna, David J. Hanna, James S. Hanna, William J. Rush, and
Carl G. Behnke.
2. Other Matters. At the discretion of the proxy holders on such other
business as may properly come before the meeting and any adjournments
thereof. A majority of the proxy holders present at the Annual Meeting may
exercise all powers granted hereby.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE, BUT
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES AND FOR ALL PROPOSALS LISTED ABOVE. The proxy holders may
vote in their discretion as to other matters which may come before the
meeting.
Dated: , 1996
[Attach Label Here]
Please date and sign exactly as name is imprinted
hereon, including designation as executor, trustee,
etc., if applicable. A corporation must sign its name
by the president or other authorized officer. All co-
owners should sign.
