STACEY'S BUFFET, INC.
Notice of Annual Meeting of Stockholders
June 26, 1998
The annual meeting of stockholders of Stacey's Buffet, Inc., a Florida
corporation (the "Company"), will be held at 10:00 A.M. local time on June
26, 1998 at the offices of Gadsby & Hannah LLP, 225 Franklin Street, 22nd
Floor, Boston, Massachusetts, for the purposes of considering and voting
upon.
(1) The election of the Board of Directors;
(2) The appointment of KPMG Peat Marwick as independent auditors
for the Company;
(3) Approval of 1997 Combination Stock Option Plan; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 27,
1998, as the record date for the determination of stockholders entitled to
notice of and to vote at the annual meeting.
A copy of the Annual Report for the fiscal year ended December 31,
1997, is enclosed for your information and review.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.
HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE PROMPTLY SIGN, DATE AND
MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES. RETURNING YOUR PROXY CARD DOES
NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE MEETING AND VOTE YOUR SHARES IN
PERSON.
By Order of the Board of Directors,
Peter J. Hurley, Chairman
Clearwater, Florida
April 30, 1998
STACEY'S BUFFET, INC.
12812 60th Street North, Suite 200
Clearwater, Florida 33760
---------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Stacey's Buffet, Inc. (the
"Company") for use at the forthcoming 1998 Annual Meeting of Stockholders to
be held on June 26, 1998 at 10:00 A.M. at the offices of Gadsby & Hannah
LLP, 225 Franklin Street, 22nd Floor, Boston, Massachusetts, and at any
adjournment of that meeting (the "Meeting"). Shares represented by fully
executed proxies in the accompanying form received by the Company prior to
the Meeting will be voted at the Meeting.
Each proxy will be voted in accordance with the stockholder's
instructions. If no choice is specified on a proxy, it will be voted in
favor of the proposals set forth in the Notice of Meeting. Any proxy may be
revoked by the stockholder at any time before it is exercised by filing a
later dated proxy or a written notice of revocation with Peter J. Hurley,
Chairman of the Board of Directors of the Company, or by voting in person at
the Meeting.
Provided that a quorum is present, the proposals set forth in this
Proxy Statement will require the affirmative vote of the holders of a
majority of the shares of the Common Stock of the Company present, in person
or by proxy, at the Meeting. The presence, in person or by properly
executed proxies, of the holders of a majority of the outstanding shares of
Common Stock of the Company is necessary to constitute a quorum at the
Meeting.
The Board of Directors does not know of any matters other than those
set forth herein to be considered and acted upon at the Meeting. If any
other matters are presented properly to the Meeting for action, it is
expected that the persons named in the proxy will vote on such matters in
accordance with their best judgment.
The Company's Annual Report for the year ended December 31, 1997, is
being mailed to stockholders at the same time as this Proxy Statement. The
date of mailing of this Proxy Statement is expected to be on or about May
15, 1998.
The close of business on April 27, 1998, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote
at the Meeting. On the record date, the Company had outstanding 2,493,144
shares of $.01 par value Common Stock, entitled to one vote each.
The Board of Directors hopes that each stockholder will attend the
Meeting. Whether or not you plan to attend you are urged to complete, date,
sign and return the enclosed proxy in the accompanying envelope in order to
assure that the Meeting will have a quorum. Your prompt response will
greatly facilitate arrangements for the Meeting, and your cooperation will
be appreciated. Stockholders who attend the Meeting may vote their stock
personally even though they may previously have submitted proxies.
The executive office of the Company is located at 12812 60th Street
North, Suite 200, Clearwater, Florida 33760, and its telephone number is
(813) 507-0335.
MATTERS FOR SUBMISSION TO STOCKHOLDERS:
1. ELECTION OF DIRECTORS
Nominees for Election
At the Meeting, management intends to nominate a director to be
elected to serve until the next annual meeting of stockholders or as
otherwise provided in the Bylaws of the Company. Unless otherwise
indicated, votes will be cast pursuant to the accompanying proxy for the
election of the nominee listed below. Should the nominee become unable
to accept nomination or election for any reason, it is intended that votes
will be cast for a substitute nominee designated by management. Management
has no reason to believe the nominee named will be unable to serve if
elected.
The nominee, together with certain information regarding him,
is as follows:
PETER J. HURLEY, 41
On February 17, 1998, Mr. Hurley was appointed interim CEO of the
Company and on March 3, 1998, Mr. Hurley was appointed President, CEO, and
Chairman of the Board of Directors of the Company. Mr. Hurley also serves
as Secretary to the Company. Mr. Hurley is not, however, an employee of the
Company and serves in the foregoing positions pursuant to his employment
with Harrison Hurley & Co. which has been retained by the Company to provide
management services. Mr. Hurley has served the Company as a director since
March 1996. In 1986, Mr. Hurley co-founded and is the chief executive
officer of Harrison Hurley & Co., a business consulting and merchant banking
firm which has served over two hundred and fifty U.S. and international
business clients.
Committees of the Board of Directors
The Board of Directors has the following standing committees:
Executive Committee, Audit Committee, Compensation Committee and Nominating
Committee.
The Executive Committee has the general power to act on behalf of the
Board. The Executive Committee is currently composed of Mr. Hurley.
The Audit Committee is responsible for the review of the accounting
principles and audit practices of the Company. The Audit Committee is
currently composed of Mr. Hurley.
The Compensation Committee reviews recommendations for the
compensation of management and personnel of the Company. The Compensation
Committee is currently composed of Mr. Hurley.
The Nominating Committee is responsible for recommending individuals
for election to the Board of Directors. The Nominating Committee is
currently composed of Mr. Hurley. Due to the Company's current financial
difficulties, the Nominating Committee has been unable to identify
additional director nominees willing to serve the Company at this time.
There were nine meetings of the Board of Directors during the fiscal
year ended December 31, 1997. Each director attended at least 75% of the
total number of board and committee meetings held while he served as a
director or member of the committee. The only meetings of a committee of
the Company separate from the meetings of the Board of Directors were the
meetings of the Compensation Committee which met three times in 1997
(February 20, July 30 and August 20, 1997) and the Audit Committee which
also met three times in 1997 (March 31, August 20 and November 13, 1997).
Board members who are not employees of the Company receive a fee of
$1,250 for each regular meeting attended, $1,000 for each committee meeting
attended that is separate from the regular board meetings and a $7,500
annual fee.
2. ELECTION OF AUDITORS
Upon the approval of a majority of the stockholders, the Board of
Directors proposes to adopt a resolution appointing KPMG Peat Marwick as
auditors of the Company for the ensuing year. KPMG Peat Marwick has audited
the Company's financial statements since 1986. Representatives of KPMG Peat
Marwick are expected to be present at the annual meeting with an opportunity
to make a statement if they desire to do so and will be available to respond
to appropriate questions. The Board of Directors recommends a vote FOR this
selection.
3. APPROVAL OF THE 1997 COMBINATION STOCK OPTION PLAN
On August 1, 1997, the Board of Directors adopted the 1997 Combination
Stock Option Plan (the "1997 Stock Option Plan"), which is available to
certain directors, officers and employees of the Company. The 1997 Stock
Option Plan permits the issuance of non-qualified and incentive stock
options.
On August 20, 1997 the Compensation Committee approved amendments to
the 1997 Stock Option Plan consisting of: (i) the vesting of options
granted to outside Board members (directors who are neither officers nor
employees) at the time of grant; (ii) the vesting as of August 1, 1997 of
all options granted prior to August 20, 1997; and (iii) the exercise price
for all beneficiaries of the 1997 Stock Option Plan was reset at the quoted
price of the Company's stock as of August 1, 1997, $1.375 per share.
Description of the 1997 Stock Option Plan
- -----------------------------------------
Purposes. The purposes of the 1997 Stock Option Plan are to: (i)
provide long-term incentives and rewards to those directors, officers and
employees of the Company and any other persons who are in a position to
contribute to the long-term success and growth of the Company; (ii) assist
the Company in retaining and attracting executives and key employees with
requisite experience and ability; and (iii) associate more closely the
interests of the participants in the 1997 Stock Option Plan with the
interests of the Company's stockholders.
Administration. The 1997 Stock Option Plan is administered by the
Compensation Committee, as designated by the Board of Directors of the
Company, or, in connection with the grant of Stock Options that might not
otherwise qualify under the provisions of Section 16 promulgated under the
Securities Exchange Act of 1934, by the Board of Directors as a whole.
Subject to the provisions of the 1997 Stock Option Plan and provided that
all actions taken shall be consistent with the purposes of the plan, the
Compensation Committee has the authority to determine the persons to whom
awards shall be granted, the size and form of the Stock Options, the terms
and conditions upon which such Stock Options may be exercised, and other
terms and provisions governing the 1997 Stock Option Plan.
Eligible Participants. Subject to certain limitations, awards of non-
qualified stock options under the 1997 Stock Option Plan may be granted to
any employee, officer or director of the Company and any other persons in
position to contribute to the long-term success and growth of the Company
and its subsidiaries. Only directors, officers and employees of the Company
may be granted Incentive Stock Options under the 1997 Stock Option Plan.
Granting of Options. Incentive Stock Options ("ISOs") and non-
qualified stock options ("NQSOs") may be granted under the 1997 Stock Option
Plan.
Option Duration. The term of each stock option will be fixed by the
Compensation Committee, provided that no Stock Option will be exercisable
more than ten (10) years after the date the Option is granted. An ISO
granted to a recipient owning stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company
shall not be exercisable for more than five (5) years from the date of
grant.
Option Price. The option price for any NQSO granted under the 1997
Stock Option Plan shall be no less than the par value of the Common Stock of
the Company. The option price for any ISO granted under the 1997 Stock
Option Plan shall not be less than the fair market value of the Common Stock
of the Company of the date of grant, provided that in the case of such grant
to an individual who directly or indirectly owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock
of the Company at the time of such grant, the purchase price shall not be
less than one hundred ten percent (110%) of the fair market value of the
Common Stock on the date of grant.
Exercise of Option and Payment for Stock. Stock options are
exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Compensation Committee at or after grant.
Payment of the option price shall be made in full upon exercise, (i) in
cash, (ii) by delivery of shares of Common Stock, (iii) by any other
property valued at its fair market value on the date of such exercise, or
(iv) by any combination of cash, stock and other property.
Effect of Termination of Employment or Disability. An ISO shall
terminate three months after the holder thereof ceases to be an employee of
the Company. A NQSO contains no such limitation.
Transferability of Options. Transferability of options may be
restricted by the Compensation Committee.
Conclusion and Recommendations
- ------------------------------
The Board of Directors believes it is in the interest of the Company
and its stockholders to adopt the 1997 Stock Option Plan as amended by the
Compensation Committee as discussed above. Such approval will assist the
Company in attracting and retaining key personnel and in strengthening the
identity of such personnel's interest with those of the Company's
stockholders. The majority of the votes cast by the holders of the
Company's Stock at the meeting is required to approve this proposal. The
Board of Directors recommends a vote FOR this selection.
4. OTHER MATTERS
The Company has no knowledge of matters other than those set forth
herein which will be presented at the Meeting. The persons named in the
accompanying form of proxy will use their own discretion in voting with
respect to matters which are not determined or known at the date hereof.
The Company will provide to any stockholder, on the written request of
any such person, a copy of the Company's annual report on Form 10-K,
including financial statements and the schedules thereto for its fiscal year
ending December 31, 1997, as filed with the Securities and Exchange
Commission. No charge will be made for copies of such annual report,
however, a reasonable charge for the exhibits will be made.
ADDITIONAL INFORMATION:
1. STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 30, 1998, information as
to (i) the Common Stock beneficially owned by all directors, nominees and
named executive officers, and (ii) the Common Stock beneficially owned by
any person who is known by the Company to be the beneficial owner of more
than five percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature
Beneficial Owner(1) of Beneficial Ownership(2) Percent
- -----------------------------------------------------------------
<S> <C> <C>
Stephen J. Marrier(3) 364,877 14.6
Homer Duff (4) 420,000 16.9(5)
Peter J. Hurley 5,500 *
Mike Kehoe 0 *
All directors and executive 770,377(5)
officers
As a group (3 persons)
- --------------------
<F*> Less than one percent
<F1> With the exception of Mr. Duff, the mailing address of each beneficial
owner is 12812 60th Street North, Suite 200, Clearwater, Florida 33760.
Mr. Duff's mailing address is c/o Duff's Restaurants, 1451-A North
Missouri Avenue, Largo, FL 33770.
<F2> Except as indicated by footnote, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. Includes shares subject to
warrants and stock options exercisable within sixty days, subject to
shareholder approval of the 1997 Combination Stock Option Plan
described in Section 3, above.
<F3> In a letter dated April 30, 1998, Mr. Marrier resigned from the Board
of Directors of the Company, effective April 30, 1998.
<F4> Includes 400,000 shares over which the Board of Directors of the
Company has voting rights as described in footnote 5, below.
<F5> In connection with a spin-off transaction, the Board of Directors of
the Company obtained (i) the right to vote 400,000 of the shares owned
by Homer Duff pursuant to a proxy, which proxy shall be in effect
until at least February 11, 1999, and (ii) an option to purchase such
shares commencing December 13, 1998. In addition, Mr. Duff had
previously agreed with the Company not to sell the subject shares
until December 13, 1998.
</TABLE>
2. COMPLIANCE WITH [SECTION] 16(A) OF THE EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities ("Company Insider"), to file
reports of ownership with the Securities and Exchange Commission. Company
Insiders are required by regulation to furnish the Company with copies of
all Section 16(a) reports they file. Based solely upon a review of copies
of those reports furnished to the Company, the Company believes that during
its most recent fiscal year, with the exception of one report filed late by
Mr. Hurley, each Company Insider complied with all Section 16(a) filing
requirements.
3. COMPENSATION OF THE DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following sets forth the compensation paid to those executives of
the Company during 1997 who earned in excess of $60,000. Options granted to
the directors and named executive officers of the Company are set forth in
the Option Grants in Last Fiscal Year table immediately following the
Summary Compensation Table.
SUMMARY COMPENSATION TABLE
- --------------------------
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
----------------------------------- ----------------------- ----------------------
Other
Annual Restricted Warrants/ Long-term All Other
Name and Compen- Stock Options/ Incentive Compen-
Principal Salary Bonus sation(1) Awards SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen J. Marrier,
Chief Executive
Officer (2) and 1997 198,077 12,500 27,375 -- 320,000 -- --
Chairman of the 1996 175,000 10,938 20,850 -- 120,003(3) -- --
Board 1995 130,000 -- 8,400 -- 40,000(3) -- --
Amos Money,
President and Chief 1997 73,225 6,610 5,600 -- -- -- --
Operating Officer 1996 106,330 4,933 7,700 -- 20,000 -- --
1995 106,330 -- 6,192 -- 10,000 -- --
Daniel J. Sullivan,
Chief Financial 1997 118,520 7,369 7,700 -- 20,000 -- --
Officer 1996 107,330 4,933 7,700 -- 10,000 -- --
Robert Wheaton (4)
Ted Abajian (4)
- --------------------
<F1> Includes car allowance.
<F2> Mr. Marrier served until October 31, 1997 as the Company's Chief
Executive Officer pursuant to a management services contract between
the Company and The Marrier Group, Inc. Mr. Marrier is an employee of
The Marrier Group, Inc. and compensation figures presented above
reflect the gross fees paid by the Company to The Marrier Group, Inc.,
but excluding payments made under Mr. Marrier's Severance Agreement
with the Company. In a letter dated April 30, 1998, Mr. Marrier
resigned from the Board of Directors of the Company, effective April
30, 1998.
<F3> These warrants were canceled effective January 2, 1997. Because these
warrants remained outstanding at the fiscal year end, the disclosures
in this and the following table do not reflect such cancellation.
<F4> As part of the strategic alliance with Star Buffet, Messrs. Wheaton
and Abajian joined Stacey's Board of Directors on October 31, 1997.
Mr. Wheaton also became Chief Executive Officer (resigning on February
17, 1998). They received no direct compensation for their services
other than $3,125 each in Director fees. Star was compensated for the
services of Messrs. Wheaton and Abajian via a management services
contract between Star and Stacey's.
</TABLE>
OPTION/WARRANT GRANTS IN LAST FISCAL YEAR
- -----------------------------------------
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------
Percent of
Total
Options/
Number of Warrants Exercise
Securities Granted or Base
Underlying Option/ in Fiscal Price Expiration Present Value of
Name Warrant Granted(#) Year ($/Sh) Date Each Option/Warrant Grant(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Stephen J. Marrier 320,000 89.2 .375 1/2/2007 $68,048
Garrett B. Hunter(2) 3,000 .8 1.375 8/1/2007 $2,935
Peter J. Hurley(3) 3,000 .8 1.375 8/1/2007 $2,935
Daniel J. Sullivan 20,000 5.6 .375 1/2/2007 $4,253
Maureen A. Jack 3,500 1.0 1.375 8/1/2007 $3,424
It is the Company's policy to award 2,000 stock options to each outside
director at the time of his or her election to the Board of Directors and to
award 600 stock options to each outside director each year thereafter.
- --------------------
<F1> The grant date present values for the options are determined using the
Black-Scholes pricing model. The assumptions used in calculating the
Black-Scholes present values for the option/warrant grants were as
follows: (a) risk free interest rates of 5.82% to 6.13%; (b) a
dividend yield of 0%; (c) volatility of the common shares of 82%; and
(d) an option term of ten years. The Black-Scholes option pricing
model was developed for use in estimating the fair value of traded
options that have no vesting restrictions and are fully transferable.
The amount realized from an employee or director stock option/warrant
ultimately depends on the market value of the common shares on the
date of exercise.
<F2> Mr. Hunter resigned from the Company's Board of Directors on March 5,
1998.
<F3> Mr. Hurley's company Harrison Hurley & Co. was also granted
warrants to purchase 200,000 shares of the Company's common stock at a
price of $.48 per share on May 1, 1997. In view of developments at
the Company, Mr. Hurley declined the award of the warrants and they
were never issued.
</TABLE>
4. REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's executive compensation system for its chief executive
officer and other officers is based upon the Company's goal of maximizing
guest satisfaction and shareholder value while minimizing the Company's
overhead costs and expenses. The compensation package applied by the Board
of Directors reflects this streamlined approach and conservative philosophy.
The Company relies upon the dedication and commitment of its executive
officers to the Company in achieving its success. The Company ties
compensation to the achievements of its goals through a combination of base
salary, profit sharing bonuses and stock options/warrants granted upon the
achievement of certain performance levels. The Company believes stock
options/warrants increase the interest of key employees in the long-term
growth and performance of the Company.
Respectfully submitted,
Peter J. Hurley
5. COMPANY PERFORMANCE
The following graph compares the Company's performance, as measured by
its cumulative total return, with the S&P 500 Index and the Dow Jones
Restaurant Index for five years ended December 31, 1997.
<TABLE>
<CAPTION>
YEAR S&P 500 RESTAURANT STACEY'S
ENDING INDEX INDEX BUFFET
--------------------------------------------
<S> <C> <C> <C>
12/30/92 100.00 100.00 100.00
12/29/93 107.24 118.35 127.50
12/28/94 105.02 110.09 40.00
1/3/96 141.59 155.70 22.40
1/1/97 168.80 156.58 4.00
12/31/97 221.14 161.16 7.00
</TABLE>
6. POLICY REGARDING TRANSACTIONS WITH AFFILIATES
It is the policy of the Company that all transactions in excess of
$10,000 with affiliates of the Company be approved by a majority of the
disinterested directors of the Company and will be on terms no less
favorable to the Company than such directors believe would be available from
unrelated third parties or as otherwise determined by such directors to be
in the best interests of the Company.
In July 1996, the Company retained Harrison Hurley & Co. to
provide investment banking and consulting services, including the
identification of potential merger and/or acquisition partners. The Company
paid Harrison Hurley & Co. fees totaling approximately $143,000 in 1997.
The agreement further provides Harrison Hurley & Co. will receive a standard
Lehman formula fee compensation, less the retainer fee, in connection with
any transaction completed by the Company.
7. STOCKHOLDER PROPOSALS
Stockholder proposals which comply with the requirements promulgated
by the Securities and Exchange Commission will be included in the Company's
proxy materials for the 1998 Annual Meeting, provided they are received by
the Company at its executive offices located at 12812 60th Street North,
Suite 200, Clearwater, Florida 33760, no later than January 31, 1999.
8. EXPENSES
The expenses of preparing, assembling, and mailing the proxies and the
materials used in the solicitation of proxies will be borne by the Company.
The Company intends to limit solicitation of proxies through the mails but
may, in addition, request brokerage houses and other custodians, nominees,
and fiduciaries to forward soliciting material to the beneficial owners of
the stock held of record by such persons.
By Order of the Board of Directors
Clearwater, Florida
April 30, 1998
PROXY FORM
STACEY'S BUFFET, INC.
12812 60th Street North, Suite 200
Clearwater, Florida 33760
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS JUNE 26, 1998
The undersigned stockholder of Stacey's Buffet, Inc. hereby appoints Jeffrey
M. Stoler and Thomas H. Dolan, or either of them, with power of substitution
as proxies for the undersigned to vote for and in the name, place and stead
of the undersigned at the Annual Meeting of Stockholder's of Stacey's
Buffet, Inc., to be held at 10:00 A.M. local time on June 26, 1998, at the
offices of Gadsby & Hannah LLP., 225 Franklin Street, 22nd floor, Boston,
Massachusetts 02110, and at any adjournment thereof according to the number
of votes and as fully as the undersigned would be entitled to vote if
personally present.
1. ELECTION OF DIRECTORS
[ ] FOR nominee listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary) for nominee listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW).
Peter J. Hurley
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT
AUDITORS FOR THE COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY THE ADOPTION OF THE 1997 COMBINATION STOCK OPTION
PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH PROPOSAL DESCRIBED.
Please sign exactly as name appears on the label below. When shares are held
by joint tenants, both should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other
authorized person.
The undersigned acknowledges receipt of the Notice of said Meeting and the
Proxy Statement dated April 30, 1998 by signing this Proxy.
Dated: ________________________________, 1998
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
