SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the Appropriate Box):
[ x ] No Fee Required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] 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 Number:
3. Filing Party:
4. Date Filed:
INTERNATIONAL YOGURT COMPANY
5858 NE 87th Avenue
Portland, Oregon 97220
Dear Shareholder:
You are cordially invited to attend International Yogurt Companys Annual
Meeting of Shareholders. The meeting will be held:
Wednesday, March 24, 1999, 10:00 a.m.
In the Rose Room
(located on the Preferred Level)
Rose Garden Arena
One Center Court
Portland, Oregon 97227
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 shareholders 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,
/s/
John N. Hanna
Chairman of the Board of Directors
and Chief Executive Officer
INTERNATIONAL YOGURT COMPANY
5858 NE 87th Avenue
Portland, Oregon 97220
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 24, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
Meeting) of International Yogurt Company (the Company) will be held in the
Rose Room (located on the Preferred Level) at the Rose Garden Arena, One
Center Court, Portland, Oregon, at 10:00 a.m., Pacific Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement.
1. To elect five directors for the ensuing year and until the next Annual
Meeting of Shareholders or until their successors are duly elected and
qualified.
2. To consider and vote on a proposed amendment to the Articles of
Incorporation to change the name of the Company to YOCREAM
INTERNATIONAL, INC.
3. 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 11, 1999 are entitled to notice of, and to vote at, the Meeting or
any adjournment or adjournments thereof.
By order of the Board of Directors
/s/
John N. Hanna
Chairman of the Board of Directors
And Chief Executive Officer
Portland, Oregon
DATED: February 11, 1999
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.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF INTERNATIONAL YOGURT COMPANY
March 24, 1999
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 in the Rose Room (located on the
Preferred Level) at the Rose Garden Arena, One Center Court, Portland,
Oregon, Wednesday, March 24, 1999, at 10:00 a.m. 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 shareholders right to
attend the Meeting and vote in person, and shareholders giving proxies may
revoke them at any time before they are executed by submitting (i) a written
revocation prior to commencement of the Meeting to the Secretary of the Company
at 5858 NE 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 NE 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 11, 1999, the record date, there were
2,324,593 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 five members.
Shares voted at the Meeting may be voted for only up to five nominees for
director. The Companys 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 five nominees, unless authority to vote is
withheld for a nominee or all nominees. If any of the nominees herein shall
unexpectedly become unavailable for election, the proxies will be voted for a
substitute 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 Board of Directors recommends a
vote for all of the nominees.
The following table shows as to each nominee for Director, the identified
information as of February 11, 1999:
Position held with Company
And Principal Occupation Director
Name Age During the Past Five Years Since
John N. Hanna 58 Director; Chairman of Board of 1977
Directors; Chief Executive Officer
David J. Hanna 63 Director; President 1977
James S. Hanna 65 Director; Secretary 1977
William J. Rush 64 Director; Partner in Rush, Hannula 1987
& Harkins, Attorney at Law (1)
Carl G. Behnke 53 Director; President R.E.B. Enterprises; 1994
Chairman of the Board of Skinner
Corporation
(1) The Company has from time to time retained Mr. Rushs law firm to perform
certain legal services and may do so from time to time in the future.
The Companys Board of Directors has established a Compensation Committee
consisting of two non-employed directors. James S. Hanna, and William J. Rush,
and an Audit Committee comprised of all Board members.
During the year ended October 31, 1998, the Board of Directors held eight
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 Companys Board of Directors or for attending meetings of the Board of
Directors or any committee of the Board of Directors. Each director who is not
an employee of the Company has received options to purchase shares of Company
common stock. These options, granted under the 1990 Non-Discretionary Stock
Option Plan for Non-Employee Directors (the 1990 Directors Plan) and the 1994
Combined Incentive and Non-Qualified Stock Option Plan (the 1994 Combined
Plan) have exercise prices equal the median between the closing bid and ask
prices of the Companys common stock on the date of grant.
The 1990 Directors Plan has expired, but options granted under that plan
are still outstanding. These options cover 45,000 shares of common stock at
average exercise prices of $2.645 per share.
In 1998, each non-employee director was granted options under the 1994
Combined Plan covering a total of 45,000 shares, exercisable at $4.00 per
share. These options are not currently exercisable.
MANAGEMENT
The following table identifies the executive officers of the Company.
Position(s) with the Company and Principal
Name of Individual Age Occupation for the Past Five Years
John N. Hanna 58 Director; Chairman of the Board of
Directors; Chief Executive Officer
David J. Hanna 63 Director; President
W. Douglas Caudell 55 Chief Financial Officer since April 1996;
1994 to 1996 Independent Contract
Controller; 1992 to 1994 Controller with
Market Transport, Ltd.
Executive Officers serve at the discretion of the Board of Directors.
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, 1998, 1997,
and 1996 to John Hanna, the Companys Chief Executive Officer. None of the
Companys other executive officers received salaries and bonuses in excess of
$100,000 in the year ended October 31, 1998.
Summary Compensation Table
ANNUAL COMPENSATION
Name and Principal Other Annual
Position Year Salary(1) Bonus Compensation(2)
JOHN N. HANNA 1998 $100,236 N/A $14,747
Chairman and Chief 1997 $ 99,825 N/A $14,744
Executive Office 1996 $ 99,825 N/A N/A
LONG-TERM COMPENSATION
AWARDS PAYOUT
Restricted All Other
Stock Option/SAR LTIP Payout Compensation(3)
N/A N/A N/A $2,955
N/A N/A N/A $2,908
N/A N/A N/A $1,497
(1) Includes salary and amounts contributed by the Company on behalf of the
identified executive officer to the Companys 401(k) Employee Savings
Plan and Trust.
(2) Perquisites and other benefits, beginning in fiscal year 1997, consist
of premiums paid on a split dollar life insurance policy which the
Company has provided for John Hanna. The Company makes the payments
and the policy is assigned to the Company as collateral for the
repayment of premiums. During the years ended October 31, 1998 and
1997, the Company paid premiums amounting to $14,747, and $14,744.
(3) The Companys 401(k) Employee Savings Plan and Trust allows for
contributions by the Company for the benefit of employees including the
named executive officer. During the three years ended October 31, 1998,
1997 and 1996 the Company made contributions to the 401(k) Employee
Savings Plan and Trust equal to 3%, 3%, and 1.5% respectively 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.
Stock Option Grants During Latest Fiscal Year
During the year ended October 31, 1998, no stock options were granted to
John N. Hanna, the Companys Chief Executive Officer, under any of the Companys
stock option plans.
Stock Option Exercises and Year-End Stock Option Values
The following table sets forth information as to the stock options granted
by the Company which were exercised during the year ended October 31, 1998 by
John N. Hanna, the Companys Chief Executive Officer, and also sets forth the
value of all stock options held by him as of October 31, 1998. These stock
options were granted under the Companys 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
Options at In-the-Money
Shares FY-End Options at FY-End
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable(1)
JOHN N. HANNA 25,500 $67,589 28,000/0 $71,375/$0
(1) On October 31, 1998, the closing price of the Companys Common Stock was
$5.25. For purposes of the foregoing table, stock options with an exercise
price of 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 1987 Restated
Non-Qualified Employee Stock Option Plan and the 1994 Stock Option Plan
were in the money on that date.
Report of the Compensation Committee on Executive Compensation
The Companys Board of Directors has established a Compensation Committee
consisting 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 Companys 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 Companys Chief Executive Officer as to the salaries and
other benefits of the Companys 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 Companys 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 Companys 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 the 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 and the 1994
Combined Incentive and Non-Qualified Stock Option Plan. These stock options
have all been granted with exercise prices equal to the then market value of
the Companys 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 the Companys Common Stock.
During 1999, the Compensation Committee will continue to carefully consider
executive compensation in relation to the Companys performance and the
opportunities and challenges which the Company faces.
COMPENSATION COMMITTEE
James S. Hanna
William J. Rush
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 Companys 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, 1998, the Company did not pay any legal fees to that firm. No other
relationships exist between the members of the Compensation Committee and the
Companys executive officers.
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative shareholder return on the Companys Common Stock during the five
fiscal years ended October 31, 1998 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, 1993 in the Companys
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.
TRANSACTIONS WITH AFFILIATES AND MANAGEMENT
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, 1998, the Company did not pay any
legal fees to that law firm.
The Company leases its production and office facilities from Pente
Investments, LLP, which is a company owned by John N. Hanna, Chairman and CEO,
David J. Hanna, Director and President, and James S. Hanna, Director and
Secretary, and certain other individuals. In fiscal year 1998, Pente
Investments agreed to fund a 4,200 square foot facility to provide for needed
office space. The current lease as amended has a remaining term of
approximately 13 years and provides for a base rent of $14,335 per month for
the next two years and then increasing at approximately 3% per year for the
remainder of the term.
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 Companys Common Stock
file an initial report of their ownership of the Companys securities on Form 3
and report changes in their ownership of the Companys 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 Companys review of the copies of the filings which
it received with respect to the fiscal year ended October 31, 1998, the Company
believes that all reporting persons made all filings required by Section 16 on a
timely basis.
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 11, 1999.
Executive Officers and Directors
Shares Percent
Name and Address Owned (1) of Class
John N. Hanna 301,339 (2) 12.80
5858 NE 87th Avenue
Portland OR 97220
David J. Hanna 295,282 (3) 12.55
5858 NE 87th Avenue
Portland OR 97220`
James S. Hanna 252,180 (4) 10.78
729 North Stadium Way
Tacoma WA 98403
William J. Rush 136,508 (5) 5.83
715 Tacoma Avenue
Tacoma WA 98403
Carl G. Behnke 17,500 (5) .75
1301 Fifth Avenue
Seattle WA 98101
All Executive Officers and 1,002,809 (2)-(5) 41.34
Directors as a Group (5 persons)
(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 28,000 shares issuable on exercise of outstanding options granted
under the 1987 Employee Plan and the 1994 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
LLC in which John Hanna is one of five members.
(3) Includes 28,000 shares issuable on exercise of outstanding options granted
under the 1987 Employee Plan and the 1994 plan. Does not include shares of
common stock or shares issuable on exercise of options held by adult
children of David Hanna.
(4) Includes 15,000 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. Hannas 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 15,000 shares issuable upon exercise of options granted pursuant
to the 1990 Director Plan.
CORPORATE NAME CHANGE
(Notice Item 2)
The Board of Directors has adopted and referred to the shareholders a
proposal to amend the Companys Articles of Incorporation that would change the
name of the Company to YOCREAM INTERNATIONAL, INC. The Board approved this
proposal in view of the wide recognition the YOCREAM brand has achieved in the
past few years since its introduction. The Board believes that the visibility
of the Company in the investment community can similarly be enhanced by
associating the Company more directly with the recognized brand name. A copy of
the proposed amendment is attached to this Proxy Statement as Appendix A.
Under Oregon law, the Articles of Incorporation may be amended by the
affirmative vote of the holders of at least a majority of the outstanding shares
entitled to vote at the meeting.
The named proxy holders will vote your shares as instructed. But if a
proxy is submitted without instruction as to this proposal, the named proxy
holders intend to vote in favor of the proposal. The Board of Directors
recommends a vote for the proposed amendment to the Articles of Incorporation.
OTHER MATTERS
(Notice Item 3)
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 judgement.
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, 1999.
The audit services performed by Grant Thornton LLP during 1998 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.
A representative of Grant Thornton LLP is expected to be at the annual
meeting to answer questions.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have considered for inclusion
in the Companys proxy solicitation materials for the 2,000 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, 1999. If such
proposal is in compliance with all of the requirements of the Companys Restated
Articles of Incorporation, and of Rule 14a-8 promulgated under the Securities
and 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 REPORT AND FINANCIAL STATEMENTS
A copy of the Companys Annual Report to Shareholders for the year ended
October 31, 1998 accompanies this Proxy Statement. Additional copies of the
Companys 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 Companys Annual Report on Form 10-K
for the year ended October 31, 1998, 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 NE 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,
/s/
John N. Hanna
Chairman of the Board of Directors
And Chief Executive Officer
DATED: February 11, 1999
NOTE: Please send in your Proxy immediately, using the enclosed postage
paid envelope.
APPENDIX A
Proposed Resolution to Amend the Articles of Incorporation
RESOLVED, that Article I of the Articles of Incorporation is hereby
Amended to read as follows:
Article I Corporate Title
The name of the corporation is YOCREAM INTERNATIONAL, INC.
REVOCABLE PROXY
FOR INTERNATIONAL YOGURT COMPANY
ANNUAL MEETING OF SHAREHOLDERS
March 24, 1999
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 24,
1999 and any adjournments thereof, with all powers the undersigned would possess
if personally present, with respect to the following:
1. Election of Directors [ ] FOR all nominees [ ] 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. Corporate Name Change Amendment to the Articles of Incorporation to change
the name of the Corporation from International Yogurt Company to YOCREAM
INTERNATIONAL, INC.
[ ] FOR the proposed [ ] AGAINST the [ ] ABSTAIN
name change proposed name
change
3. 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: , 1999
[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.
