SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RAVEN INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
RAVEN INDUSTRIES, INC.
205 East 6th Street
Box 5107
Sioux Falls, South Dakota 57117-5107
------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1995
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TO THE SHAREHOLDERS OF RAVEN INDUSTRIES, INC.
Please take notice that the Annual Meeting of Shareholders (the "Meeting") of
Raven Industries, Inc. (the "Company") will be held, pursuant to due call by the
Board of Directors of the Company, at the Ramkota Inn, Highway 38 and I-29,
Sioux Falls, South Dakota, on Tuesday, May 23, 1995 at 9:00 a.m. (C.D.T.) or any
adjournments or postponements thereof, for the following purposes:
1. To elect seven directors;
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
Pursuant to due action of the Board of Directors, shareholders of record on
April 14, 1995 will be entitled to vote at the Meeting or any adjournments or
postponements thereof.
A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN
AND SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
Raven Industries, Inc.
Arnold J. Thue
Secretary
April 24, 1995
PROXY STATEMENT
of
RAVEN INDUSTRIES, INC.
205 E. 6th Street
Box 5107
Sioux Falls, South Dakota 57117-5107
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 23, 1995
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Raven Industries, Inc. (the "Company") to
be used at the Annual Meeting (the "Meeting") of Shareholders of the Company,
which is to be held on Tuesday, May 23, 1995 at 9:00 a.m. (C.D.T.) at the
Ramkota Inn, Highway 38 and I-29, Sioux Falls, South Dakota, or at any
adjournments or postponements thereof. The approximate date on which this Proxy
Statement and accompanying proxy were first sent or given to shareholders was
April 24, 1995. Each shareholder who signs and returns a proxy in the form
enclosed with this Proxy Statement may revoke the same at any time prior to its
use by giving notice of such revocation to the Company in writing or in open
meeting or by such shareholder giving a valid proxy bearing a later date.
Presence at the meeting by a shareholder who has signed a proxy does not alone
revoke the proxy. Only shareholders of record at the close of business on April
14, 1995 will be entitled to vote at the Meeting or any adjournments or
postponements thereof.
VOTING SECURITIES AND PROXIES
The Company has outstanding only one class of voting securities, Common
Stock, $1.00 par value, of which 4,734,530 shares were outstanding as of the
close of business on the record date April 14, 1995. Shareholders representing
at least 50 percent of the shares of Common Stock outstanding and entitled to
vote must be present in person or represented by proxy in order to constitute a
quorum to conduct business at the Meeting. Each shareholder has cumulative
voting rights in the election of directors and is, therefore, entitled to (i)
give one nominee a number of votes equal to the number of directors to be
elected (which is seven) multiplied by the number of votes to which such
shareholder is entitled, or (ii) distribute the same number of votes among as
many nominees as he deems advisable. Where cumulative voting is exercised, there
shall be deemed elected the candidates receiving the most votes for the places
to be filled by such election. If cumulative voting is exercised, shares of a
shareholder who either abstains, votes to withhold authority to vote for the
nominees named below or who does not otherwise vote in person or by proxy
(including broker-nominees) will not be counted for the election of directors.
If no shareholder exercises its right to cumulate votes, then directors will be
elected by the affirmative vote of a majority of shares of Common Stock
represented at the meeting and eligible to vote. For this purpose, a shareholder
who abstains with respect to the election of a director is considered to be
present and entitled to vote on the election of a director at the meeting, and
is in effect casting a negative vote, but a shareholder (including a broker) who
does not give authority to a proxy to vote, or withholds authority to vote, on
the election of a director shall not be considered present and entitled to vote
on the election of a director.
Discretionary authority to cumulate votes is being solicited by the Board
of Directors. Unless otherwise directed by a shareholder, the proxies named in
the accompanying proxy card may elect to cumulate votes cast pursuant to a proxy
by casting all such votes for one nominee or by distributing such votes among as
many nominees as they deem desirable. If a shareholder desires to restrict the
proxies named in the accompanying proxy card in casting votes for certain
nominees, the shareholder should give such direction on the proxy card. On all
matters other than the election of directors, each share of Common Stock is
entitled to one vote.
OWNERSHIP OF COMMON STOCK
The following table sets forth as of April 14, 1995 certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
any person known by the Company to be the owner, of record or beneficially, of
more than 5% of the Company's outstanding Common Stock, (ii) each of the
executive officers, directors and nominees for election to the Company's Board
of Directors, and (iii) all executive officers and directors as a group.
NAME SHARES
OF BENEFICIAL BENEFICIALLY PERCENT OF
OWNER OWNED CLASS
Anthony W. Bour 500 *
David A. Christensen 213,311(1) 4.5
Gary L. Conradi 36,454(2) *
Ronald M. Moquist 94,554(3) 2.0
Arnold J. Thue 43,787(4) *
Mark E. Griffin 41,514(5) *
Conrad J. Hoigaard 78,377 1.7
Kevin T. Kirby 31,800 *
Edward J. Leahy 975(6) *
John C. Skoglund 23,409(7) *
Dimensional Fund Advisors Inc. 272,850 5.8
1299 Ocean Avenue
Santa Monica, CA 90401
All executive officers and
directors as a group (10 Persons) 564,681(8) 11.9
* Less than 1%
(1)Includes options to purchase 26,250 shares exercisable within 60 days of
the record date. Also includes 42,022 shares owned by his wife, as to which he
disclaims beneficial ownership. Does not include 167,409 shares held by First
Bank of South Dakota, N.A., as a trustee of the trust fund for the Company's
Employee Profit Sharing Retirement Plan.
(2)Includes options to purchase 7,500 shares exercisable within 60 days of
record date. Also includes 100 shares held by spouse.
(3)Includes options to purchase 11,250 shares exercisable within 60 days of
record date.
(4)Includes options to purchase 8,387 shares exercisable within 60 days of
record date. Also includes 10,000 shares held by spouse.
(5)Includes 33,183 shares held by John E. Griffin Trust of which Mark E.
Griffin is co-trustee and 1,359 shares held as custodian for a minor child.
(6)Includes 975 shares owned by spouse, as to which he disclaims beneficial
ownership.
(7)Includes 5,409 shares owned by spouse, as to which he disclaims
beneficial ownership.
(8)Includes options to purchase 53,387 shares exercisable within 60 days of
the record date. Also includes 58,506 shares held by spouses of officers and
directors, as to which beneficial ownership is disclaimed.
ELECTION OF DIRECTORS
Seven directors are to be elected at the meeting, each director to hold the
office until the next Annual Meeting of Shareholders, or until his successor is
elected and qualified. All of the nominees listed below, except Mr. Bour, are
now serving as directors and all of the nominees have consented, if elected, to
serve as directors. The Board of Directors proposes for election the nominees
listed below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
NAME AND AGE PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
OF NOMINEE IN PUBLIC COMPANIES SINCE
<S> <C> <C>
Anthony W. Bour(57) President, Starmark, Inc., Sioux Falls, S.D. -
Director, First Bank of South Dakota.
David A. Christensen(60) President and Chief Executive Officer of the Company 1971
since April 1971. Director of Norwest Corporation,
Northern States Power Co., and Norwest Bank South Dakota,
N.A., the latter of which provides borrowings to the
Company, the terms of which management considers competitive
with other sources generally available to the Company.
The largest amount of such borrowings outstanding during
the year ended January 31, 1995 was $6,300,000 and
$3,540,000 remained outstanding on January 31, 1995.
Mark E. Griffin(44) President and Chief Executive Officer of Lewis Drugs, 1987
Inc. since November 11, 1986, where he previously served
as Executive Vice President. Director of Norwest Bank
South Dakota, N.A.
Conrad J. Hoigaard(58)(1) Chairman of the Board of the Company and President 1976
and Chairman of the Board of Hoigaard's Inc. (a retail
business).
Kevin T. Kirby(40) President of Kirby Investment Corp. since 1992. Executive 1989
Vice President and Treasurer of Western Surety Company,
1979-1992.
Edward J. Leahy(43) Partner in law firm of Davenport, Evans, Hurwitz & Smith 1991
since January 1, 1989, associate of firm from July 1, 1988
to December 31, 1988. Prior to July 1, 1988 practiced law
and was a Shareholder in the law firm of May, Johnson, Doyle
& Becker, P.C.
John C. Skoglund(62)(1) Chairman of the Board of Skoglund Communications, Inc., 1978
Chairman of the Board of Minnesota Vikings, Inc. since 1984.
</TABLE>
(1) Mr. Hoigaard and Mr. Skoglund are first cousins.
All shares represented by proxies will be voted FOR the election of the
foregoing nominees; provided, however, that if any such nominee should withdraw
or otherwise become unavailable for reasons not presently known, such shares may
be voted for another person in place of such nominee in accordance with the best
judgement of the persons named in the proxies.
EXECUTIVE COMPENSATION
The following table (the "Summary Compensation Table") sets forth the cash
and non-cash compensation earned for each of the last three fiscal years by the
President and Chief Executive Officer of the company and each of the executive
officers of the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG TERM
OTHER COMPENSATION
NAME AND PRINCIPAL FISCAL ANNUAL AWARDS ALL OTHER
POSITION YEAR SALARY ($) BONUS($)(1) COMPENSATION($)(2) OPTIONS (#) COMPENSATION($)(3)
<S> <C> <C> <C> <C> <C> <C>
David A. Christensen 1995 296,400 14,820 81,307 15,000 31,530
President & Chief 1994 285,000 136,715 22,356 15,000 22,591
Executive Officer 1993 270,000 125,094 56,190 15,000 24,189
Gary L. Conradi 1995 88,900 5,927 12,785 3,000 8,554
Vice President 1994 85,500 26,454 4,442 3,000 10,363
Corporate Services 1993 81,000 22,529 16,038 3,000 8,561
Ronald M. Moquist 1995 149,200 -- 37,971 7,500 14,451
Executive 1994 143,500 49,307 5,905 7,500 18,055
Vice President 1993 136,000 44,677 27,657 7,500 14,374
Arnold J. Thue 1995 115,400 4,616 19,561 5,000 11,502
Vice President-Finance 1994 111,000 42,602 15,133 5,000 14,387
Secretary & Treasurer 1993 105,000 38,924 15,015 5,000 11,098
</TABLE>
(1)Annual incentive compensation as described in Board Compensation
Committee Report on Executive Compensation.
(2)Includes tax reimbursement bonuses on exercise of non-qualified stock
options exercised during the fiscal year and tax reimbursements on other taxable
fringe benefits.
(3)Represents the Company's contribution to the individual's account in the
Company's Profit Sharing Plan.
The following table sets forth information regarding the stock options that
were granted during fiscal 1995 to the executive officers named in the Summary
Compensation Table and the potential realizable value of such options if the
value of the Company's Common Stock appreciates during the term of such options
at assumed rates of growth:
<TABLE>
<CAPTION>
STOCK OPTIONS GRANTED FISCAL YEAR ENDED 1/31/95
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTIONS EXERCISE EXPIRATION OPTION TERM(2)
NAME GRANTED (#)(1) PRICE ($/SH) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C>
David A. Christensen 15,000 18.25 10/19/99 75,632 167,127
Gary L. Conradi 3,000 18.25 10/19/99 15,126 33,425
Ronald M. Moquist 7,500 18.25 10/19/99 37,816 83,564
Arnold J. Thue 5,000 18.25 10/19/99 25,211 55,709
</TABLE>
(1)All options granted have been for a period of five years and may be
exercised at the rate of 25% per year after one year from the date of grant. The
option price may be paid in cash or by delivery of shares of the Company's
common stock valued at the market price on the date of the option exercise. In
connection with the exercise of non-qualified stock options, the Company pays a
reimbursement bonus of 30% (35% beginning 1/1/94) of the exercise price of the
option to assist in payment of income taxes payable by the employee as a result
of the option exercise. The plan also allows the payment of withholding taxes
through the surrender of shares of the Company's common stock at market value.
(2)Amounts for the executives shown in these columns have been derived by
multiplying the exercise price by the annual appreciation rate shown (compounded
for the term of the options), multiplying the result by the number of shares
covered by the options, and subtracting the aggregate exercise price of the
options. The dollar amounts set forth under this heading are the result of
calculations at the 5% and 10% rates set by the SEC and therefore are not
intended to forecast possible future appreciation, if any, of the Company's
stock price.
The following table shows the stock options that were exercised during
fiscal 1995 by the executive officers named in the Summary Compensation Table,
the value realized by them as a result of exercising options, the number of
unexercised options at the end of fiscal 1995 and the value of unexercised
in-the-money options at the end of fiscal 1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SHARES UNEXERCISED OPTIONS VALUE OF UNEXERCISED
ACQUIRED ON VALUE AT FY-YEAR END IN-THE-MONEY OPTIONS
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
David A. Christensen 26,250 400,000 26,250 37,500 158,063 61,500
Gary L. Conradi 3,000 44,750 7,500 7,500 56,625 12,500
Ronald M. Moquist 13,100 201,933 13,150 18,750 79,829 31,250
Arnold J. Thue 5,900 92,180 8,387 12,563 47,760 21,269
</TABLE>
The graph below compares the cumulative total shareholder return on the
Company's Common Stock over the last five years with the total return of the S&P
500 and the S&P group of diversified manufacturers.
TOTAL RETURN ON $100 INVESTMENT ASSUMING REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
INDEXED/CUMULATIVE RETURNS
SAME
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Raven Industries Inc. 100 99.82 182.42 248.49 255.84 244.57
S&P 500 Index 100 108.39 132.99 147.06 166.00 166.88
Manufacturing (Div. IND) 100 90.74 108.04 116.08 143.63 143.45
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally have been
made by the Board of Directors of the Company prior to October 21, 1992. On that
date the Board formed a Compensation Committee (the "Compensation Committee") of
the Board to make all future decisions on executive compensation. Each member of
the Compensation Committee is a non-employee director. All decisions by the
Compensation Committee relating to the compensation of the Company's executive
officers are reviewed by the full Board. Pursuant to recently adopted rules
designed to enhance disclosure of companies' policies toward executive
compensation, set forth below is a report prepared by the Compensation Committee
addressing the Company's, and its subsidiaries', compensation policies for the
fiscal year ended January 31, 1995, as they affected the Company's executive
officers.
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate pay with the
Company's annual goals, reward above average corporate performance, recognize
individual initiative and achievements, and assist the Company in attracting and
retaining qualified executives. Targeted levels of executive compensation are
set at levels that the Compensation Committee believes to be consistent with
others in the Company's industry.
There are three elements in the Company's executive compensation program,
all determined by individual and corporate performance.
* Base salary compensation
* Annual incentive compensation
* Stock options
Total compensation opportunities are competitive with those offered by
employers of comparable size in our industry.
Base salary compensation is determined by the potential impact the
individual has on the Company, the skills and experiences required by the job,
and the performance and potential of the incumbent in the job.
Annual incentive compensation for executives of the Company is based
primarily on corporate operating earnings, return on equity, and other goals
determined by the Compensation Committee.
Awards of stock options under the Stock Option Plan are designed to promote
the identity of long-term interests between the Company's executives and its
shareholders and assist in the retention of executives. The Stock Option Plan
also permits the Committee to grant stock options to key personnel. Options
become exercisable based upon criteria established by the Stock Option
Committee.
Based on recommendations of the Compensation Committee, the Stock Option
Committee in fiscal 1995 granted stock options to officers and key employees.
While the value realizable from exercisable options is dependent upon the extent
to which the Company's performance is reflected in the market price of the
Company's common stock at any particular point in time, the decision as to
whether such value will be realized in any particular year is primarily
determined by each individual executive and not by the Compensation Committee.
Stock options are granted solely on the basis of position and salary level.
The fiscal 1995 base cash compensation of Mr. Christensen was $296,400
which represented a 4% increase from his fiscal 1994 annual salary. Annual
incentive payments for each year are based on achieving earnings above the
previous year (80% of the maximum incentive payment) and achieving a return on
equity with a maximum target of 20%, and maintaining corporate administrative
costs at a certain ratio of total sales. The maximum total annual incentive
payment is 50% of base compensation. No subjective factors are used in
determining annual incentive payments for Mr. Christensen or the other
executives.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Mark E. Griffin Conrad J. Hoigaard John C. Skoglund
PROPOSALS OF SHAREHOLDERS
It is contemplated that the 1996 Annual Meeting will be held in May 1996.
Accordingly, all proposals of shareholders intended to be presented at the 1996
Annual meeting of Shareholders of the Company must be received by the Company at
its executive offices on or before December 22, 1995.
OTHER MATTERS
BOARD OF DIRECTORS AND COMMITTEES. The Board of Directors held four
meetings during the last fiscal year. The Company has an Audit Committee and
Compensation Committee, in addition to its Executive Committee. Directors who
are not full-time employees of the Company are paid an annual retainer fee of
$6,000, a fee of $1,100 per meeting (other than telephonic meetings) and $550
per telephonic meeting. Committee members will receive $550 per meeting
attended. The Chairman of the Board receives compensation at the rate of $1,000
per month in addition to the annual retainer fee of $6,000.
The Company's Audit Committee, which consisted of Messrs. Kirby, Leahy and
Larson (Mr. Larson who resigned effective December 31, 1994) had two meetings
during the fiscal year ended January 31, 1995. The Audit Committee recommended
to the full Board the engagement of independent accountants, reviewed the audit
plan and results of the audit engagement, reviewed the independence of the
auditors, and reviewed the adequacy of the Company's system of internal
accounting controls.
The Compensation Committee, which consists of Messrs. Hoigaard, Skoglund
and Griffin had two meetings during the fiscal year ended January 31, 1995. The
Compensation Committee reviewed the Company's remuneration policies and
practices, and made recommendations to the Board in connection with all
compensation matters affecting the Company.
INDEPENDENT AUDITORS. The Board of Directors selected the firm of Coopers &
Lybrand as auditors to the Company for the year ended January 31, 1995. Coopers
& Lybrand, independent certified public accountants, have audited the Company's
financial statement for the past 34 years. A representative of Coopers & Lybrand
is expected to be present at the Annual Meeting and have an opportunity to make
a statement and/or respond to appropriate questions from stockholders.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and Nasdaq. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of the copies of such forms
furnished to the Company, or written representations that no Form 5's were
required, the Company believes that during the year ended January 31, 1995 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with.
SOLICITATION. The Company will bear the cost of preparing, assembling and
mailing the proxy, Proxy Statement, Annual Report and other material which may
be sent to the shareholders in connection with this solicitation. Brokerage
houses and other custodians, nominees and fiduciaries may be requested to
forward soliciting material to the beneficial owners of stock, in which case
they will be reimbursed by the Company for their expenses in doing so. Proxies
are being solicited primarily by mail, but, in addition, officers and regular
employees of the Company, without extra compensation, may solicit proxies
personally, by telephone, by telegram or by special letter.
The Board of Directors does not intend to present to the meeting any other
matter not referred to above and does not presently know of any matter that may
be presented to the meeting by others. However, if other matters come before the
meeting, it is the intention of the persons named in the enclosed proxies to
vote the proxy in accordance with their best judgment.
By Order of the Board of Directors
Raven Industries, Inc.
Arnold J. Thue, Secretary
PROXY
RAVEN INDUSTRIES, INC. * ANNUAL MEETING OF SHAREHOLDERS -- MAY 23, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Conrad J. Hoigaard and David A. Christensen, or
either of them, each with the power to appoint his substitute, to represent and
to vote all the shares of common stock of RAVEN INDUSTRIES, INC. held by the
undersigned on April 14, 1995, at the ANNUAL MEETING OF SHAREHOLDERS to be held
on May 23, 1995 and at any adjournments or postponements thereof, as follows:
(1) Election of Directors:
[ ] FOR all nominees
(except as indicated below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
ANTHONY W. BOUR, DAVID A. CHRISTENSEN, MARK E. GRIFFIN, CONRAD J. HOIGAARD,
KEVIN T. KIRBY, EDWARD J. LEAHY, JOHN C. SKOGLUND
(To withhold authority to vote for any individual nominee(s) write the name(s)
in the space provided below.)
NOTE: The proxies named above may choose to exercise cumulative voting in the
manner described in the accompanying Proxy Statement.
(2) Upon such other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR.
(Continued, and TO BE COMPLETED AND SIGNED on the reverse side)
(continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED ON THE REVERSE
HEREOF. IF NO INDICATION IS MADE, THE PROXIES WILL VOTE AS FOLLOWS: (1) FOR THE
ELECTION OF THE NOMINEES INDICATED ON THE REVERSE HEREOF IN THE MANNER STATED IN
THE PROXY STATEMENT; (2) AT THEIR DISCRETION ON ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.
Please vote, date and sign this proxy as your name is printed hereon. When
signing as attorney, executor, administrator, trustee, guardian, etc. give full
title as such. If the stock is held jointly, each owner should sign. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated:_____________________ , 1995
Signed:___________________________
(Signature of Shareholder)
___________________________
(Signature of Shareholder)
