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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MEDAMICUS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
MEDAMICUS, INC.
15301 HIGHWAY 55 WEST
PLYMOUTH, MINNESOTA 55447
(612) 559-2613
==============================
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1998
==============================
NOTICE
To the Holders of Common Stock of MedAmicus, Inc.:
The Annual Meeting of Shareholders of MedAmicus, Inc. (the "Company")
will be held at the Crown Plaza Northstar Hotel, 618 2nd Avenue South,
Minneapolis, Minnesota 55402, on Thursday, April 30, 1998 at 3:30 p.m.
Minneapolis time, for the following purposes:
1. To set the number of directors at five and elect five
directors for a term of one year.
2 To ratify the appointment of independent auditors for the
current fiscal year.
3 To consider and act on such other business as may properly
come before the meeting or any adjournment or adjournments
thereof.
The Company's Board of Directors has fixed the close of business on
March 18, 1998 as the record date for the determination of shareholders entitled
to receive notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
James D. Hartman
SECRETARY
March 30, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES.
<PAGE>
MEDAMICUS, INC.
15301 Highway 55 West
Plymouth, Minnesota 55447
(612) 559-2613
===============
PROXY STATEMENT
===============
ANNUAL MEETING OF SHAREHOLDERS, APRIL 30, 1998
This Proxy Statement is furnished to shareholders of MedAmicus, Inc., a
Minnesota corporation ("MedAmicus" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
annual meeting of shareholders to be held on Thursday, April 30, 1998 at 3:30
p.m. Minneapolis time at the Crown Plaza Northstar Hotel, 618 2nd Avenue South,
Minneapolis, Minnesota 55402, and at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. This
Proxy Statement and the accompanying form of Proxy were first mailed to
shareholders of the Company on or about March 30, 1998.
SOLICITATION AND REVOCATION OF PROXIES
The costs and expenses of solicitation of proxies will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by
directors, officers and regular employees of the Company personally or by
telephone, but such persons will not be specifically compensated for such
services.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors. Any shareholder giving a proxy in such form may revoke it at any time
before it is exercised. Such proxies, if received in time for voting and not
revoked, will be voted at the annual meeting in accordance with the
specification indicated thereon. If no specification is indicated on a proxy,
such proxy will be voted in favor of Proposals 1 and 2 described herein.
VOTING SECURITIES AND RIGHTS
Only shareholders of record at the close of business on March 18, 1998
are entitled to execute proxies or to vote at the annual meeting. As of said
date there were outstanding 4,112,274 shares of the Company's common stock, $.01
par value per share (the "Common Shares"). Each holder of Common Shares is
entitled to one vote for each share held with respect to the matters mentioned
in the foregoing Notice of Annual Meeting of Shareholders and any other matters
that may properly come before the meeting. A majority of the outstanding shares
entitled to vote are required to constitute a quorum at the meeting. The
affirmative vote of a majority of the Common Shares present, in person or by
proxy, and entitled to vote at the annual meeting, is required to approve the
matters mentioned in the foregoing Notice of Annual Meeting. Proxies indicating
abstention from a vote and broker non-votes will be counted toward determining
whether a quorum is present at the
<PAGE>
meeting, but will not be counted toward determining if a majority of the Common
Shares present has voted affirmatively.
OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS
AND MANAGEMENT
The following table sets forth certain information as of March 18, 1998
with respect to the Company's Common Shares beneficially owned by each director,
by each nominee for director, by each person known to the Company to
beneficially own more than five percent of the Company's Common Shares based
solely upon filings made by such persons under Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), by each executive officer set forth
in the compensation table and by all executive officers and directors as a
group.
Name and Address Amount and Nature of Percentage of
of Beneficial Owner Beneficial Ownership(1)(2) Outstanding Shares(2)
- ------------------- -------------------------- ---------------------
Richard L. Little 386,400(3) 9.4%
1890 Shady Wood Road
Orono, MN 55391
Dennis S. Madison 138,000(4) 3.4%
15301 Highway 55 West
Plymouth, MN 55447
James D. Hartman 120,050(5) 2.9%
15301 Highway 55 West
Plymouth, MN 55447
Richard W. Kramp 5,750(6) *
575 Navajo Rd. W.
Medina, MN 55340
Richard F. Sauter 5,750(6) *
205 Kentucky Avenue North
Golden Valley, MN 55427
Ted K. Schwarzrock 4,750(6) *
5212 W. 56th St.
Edina, MN 55436
Perkins Capital Management, Inc. 667,200(7) 16.22%
730 East Lake Street
Wayzata, MN 55391-1769
<PAGE>
Okabena Partnership K 235,000(7) 5.7%
5140 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
All Officers and Directors
as a Group (8 persons) 677,480(8) 16.0%
* Less than 1%
(1) Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to such shares.
(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them within 60 days are treated as
outstanding only when determining the amount and percent owned by such
person.
(3) Includes 2,000 shares which Mr. Little has the right to acquire within
60 days pursuant to options granted under the Non-Employee Director
Stock Option Plan. Does not include approximately 30,000 shares owned
by Mr. Little's adult children, as to which he disclaims beneficial
ownership.
(4) Does not include 2,000 shares owned by Mr. Madison's adult children, as
to which he disclaims beneficial ownership.
(5) Includes (i) 80,000 shares that Mr. Hartman has the right to acquire
within 60 days at $1.275 per share pursuant to outstanding options;
(ii) 10,000 shares that Mr. Hartman has the right to acquire within 60
days at $3.625 per share pursuant to outstanding options; (iii) 4,800
shares that Mr. Hartman has the right to acquire within 60 days at
$3.25 per share pursuant to outstanding options; and (iv) 500 shares
owned by Mr. Hartman's spouse over which she exercises sole voting and
investment control. Does not include 500 shares owned by Mr. Hartman's
adult child, as to which he disclaims beneficial ownership.
(6) Consists of shares which such director has the right to acquire within
60 days pursuant to options granted under the Non-Employee Director
Stock Option Plan.
(7) Based upon statements filed with the Securities and Exchange Commission
under Section 13(d) or 13(g) of the Securities Exchange Act of 1934.
(8) See footnotes 3 through 6 above.
<PAGE>
PROPOSAL 1:
ELECTION OF BOARD OF DIRECTORS
The Board of Directors has set the number of directors at five. All
five directors are to be elected at the annual meeting to serve until the 1999
annual meeting of shareholders. The Board of Directors has nominated the
following persons for election:
RICHARD L. LITTLE, JAMES D. HARTMAN, RICHARD W. KRAMP,
RICHARD F. SAUTER AND TED K. SCHWARZROCK.
All of the nominees for election as directors are presently directors
of the Company. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve as a director. It is the intention of the
individuals named as proxies to vote for the nominees. If any nominee should be
unable to serve as a director, it is the intention of the individuals named as
proxies to vote for the election of such person or persons as the Board of
Directors may, in its discretion, recommend.
The affirmative vote of a majority of the Common Shares present, in
person or by proxy, and entitled to vote at the annual meeting is required to
elect each director.
Information regarding the persons nominated for election as directors
is as follows:
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Nominee and Principal Director
Occupation Age Since
--------------------- --- --------
Richard L. Little 64 1981
Retired
James D. Hartman 52 1991
Chief Executive Officer,
President,
Chief Financial Officer
and Secretary
MedAmicus, Inc.
Richard W. Kramp 52 1991
President and Chief Operating
Officer
ATS Medical, Inc.
<PAGE>
Richard F. Sauter 56 1992
Assistant Professor of Marketing
University of St. Thomas
Ted K. Schwarzrock 48 1996
Independent Consultant
RICHARD L. LITTLE is the founder of the Company and has been a director
since its incorporation in August 1981. Mr. Little was the Chief Executive
Officer and President of the Company from inception until his retirement on
February 9, 1995. The Company commenced operations in 1985. In 1983, Mr. Little
co-founded Arden Medical Systems, Inc., a Company based in St. Paul, Minnesota
which developed a clinical chemistry analyzer, and from March 1983 to March 1985
served as its Vice President of Operations.
JAMES D. HARTMAN was elected Chief Executive Officer in February 1996
and President of the Company in February 1995, has been Chief Financial Officer
of the Company since January 1991 and has been Secretary and a director of the
Company since March 1991. Mr. Hartman also served as Executive Vice President of
the Company from April 1993 until February 1995. From May 1989 to August 1990,
Mr. Hartman served as Vice President-Finance for Viking Electric Supply, Inc., a
distributor of electrical supplies and tools based in the Minneapolis, Minnesota
area.
RICHARD W. KRAMP became a director of the Company in October 1991. Mr.
Kramp is currently the President, Chief Operating Officer and a director of ATS
Medical, Inc. (formerly Helix Biocore, Inc.), a medical device manufacturer, and
has served in those positions since March 1988. From May 1981 to March 1988, he
served as Vice President of Sales and Marketing for St. Jude Medical, Inc., a
medical device manufacturer.
RICHARD F. SAUTER became a director of the Company in March 1992. Mr.
Sauter is currently an Assistant Professor of Marketing at the University of St.
Thomas, St. Paul, Minnesota and has been since September 1990. From April 1974
until March 1990, he served in various positions at Medtronic, Inc., a medical
device manufacturer in Minneapolis, Minnesota, most recently as Corporate Vice
President-New Ventures.
TED K. SCHWARZROCK became a director of the Company in January 1996.
Mr. Schwarzrock is currently a consultant working with various medical device
companies on sales and marketing issues. From November 1993 to August 1997, Mr.
Schwarzrock was Vice President of Sales and Marketing for Spine-Tech, Inc., a
medical device manufacturer. From June 1991 to October 1993, he served as Vice
President of Ergodyne, Inc., a distributor of injury prevention products.
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended December 31, 1997, the Board of Directors
held five meetings. Each of the directors attended at least 75% of all of the
meetings of the Board of Directors and applicable committees held while each was
a director during such fiscal year.
The Company has a Compensation Committee, presently consisting of
Messrs. Kramp, Little and Schwarzrock, which met once during the fiscal year
ended December 31, 1997. The Compensation Committee may grant options pursuant
to the Company's Stock Option Incentive Plan and its 1991 Non-Statutory Stock
Option Plan. The Compensation Committee may also make recommendations with
respect to officer compensation.
The Company has an Audit Committee consisting of Messrs. Kramp,
Schwarzrock, and Sauter. The primary responsibilities of the audit committee are
to oversee the Company's internal control structure and financial reporting
activities and to review the annual audit plan. The Audit Committee met once
with the Company's outside auditors during the fiscal year ended December 31,
1997.
The Company does not have a nominating committee of the Board of
Directors.
REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
Members of the Board of Directors receive $250 each quarter for their
service as directors. Each of Messrs. Kramp, Sauter and Schwarzrock have
received options to purchase 5,000 Common Shares under the Company's 1992
Non-Employee Director Stock Option Plan (the "1992 Plan"). The options granted
to Messrs. Kramp and Sauter expired in February and March 1997, respectively,
without being exercised. On April 25, 1996, the 1992 Plan was terminated and the
shareholders approved the 1996 Non-Employee Director and Medical Advisory Board
Stock Option Plan (the "1996 Plan"). Under the 1996 Plan, Messrs. Kramp and
Sauter each received options to purchase 5,000 Common Shares, effective January
25, 1996. In addition, each of Messrs. Kramp, Sauter and Little received options
to purchase 1,000 Common Shares on the date of the 1996 Annual Meeting of
Shareholders. Messrs. Kramp, Sauter, Little and Schwarzrock each received
options to purchase 1,000 Common Shares on the date of the 1997 Annual Meeting
of Shareholders, and if each is reelected to the Board of Directors at the 1998
meeting, they will each receive an option to purchase an additional 1,000
shares. The exercise price of options under the 1996 Plan is 100% of the fair
market value of the Common Shares on the date of grant and the term of options
is ten years. The options are subject to vesting schedules and may become fully
vested under certain circumstances constituting a change in control of the
Company.
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are elected to serve until their
respective successors are elected or until their earlier death, resignation or
removal. The present executive officers of the Company are:
Name Age Position
- ---- --- --------
James D. Hartman 52 President, Chief Executive Officer,
Chief Financial Officer and Secretary
Dennis S. Madison 54 Vice President - Administration and
Regulatory Affairs
Mark C. Kraus 34 Vice President - Operations
David A. Liebl 33 Vice President - Research and Development
DENNIS S. MADISON has been Vice President-Administration and Regulatory
Affairs since May 1995 and prior to that time served as Vice President-Research
and Development of the Company from March 1988 and as a director of the Company
from June 1987 to October 1991. From November 1983 until joining the Company,
Mr. Madison served as Director of Quality Assurance of Arden Medical Systems,
Inc.
MARK C. KRAUS has been with the Company since February 1992. He was
elected Vice President of Operations in January 1998 and prior to that served as
Director of Manufacturing from July 1996; Manufacturing Manager of the Optical
Sensors Division from January 1995; Manufacturing Manager of the Vascular Access
Division from November 1992; and Sales Engineer from February 1992. Mr. Kraus
also held manufacturing engineering positions with GV Medical, Inc. and
Honeywell, Inc. from 1987 to 1992.
DAVID A. LIEBL has been with the Company since January 1992. He was
elected Vice President of Research and Development in January 1998 and prior to
that served as Director of Research and Development from July 1996; General
Manager of the Vascular Access Division from August 1994; and Product
Development Manager from January 1992. Mr. Liebl served as a Senior Engineer for
GV Medical, Inc. and from 1986 to May 1990 in an engineering role for Honeywell,
Inc.
EXECUTIVE COMPENSATION
The following information is given with respect to remuneration of
James D. Hartman who was elected President of the Company in February 1995 and
Chief Executive Officer in January 1996. Other than Mr. Hartman, none of the
executive officers of the Company received total annual salary and bonus in
excess of $100,000 for the fiscal year ended December 31, 1997.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ ------------
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION($)(1) UNDERLYING OPTIONS (#)
- --------------------------- ---- --------- ------------------ ----------------------
<S> <C> <C> <C> <C>
James D. Hartman, Chief 1997 $108,000 524 ---
Executive Officer 1996 119,278 596 12,000
and President 1995 96,382 471 ---
</TABLE>
- -----------------------
(1) Consists of a matching contribution made by the Company to its 401(k)
plan.
OPTION/SAR GRANTS DURING FISCAL YEAR
Percent of
Number of Securities Total Options/SARs Exercise
Underlying Options/SARs Granted to Employees or Expiration
Name Granted (#) in Fiscal Year Base Price Date
- ---- ----------- -------------- ---------- ----
James D. Hartman 0 --- --- ---
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following indicates the exercise of stock options or stock
appreciation rights during the last completed fiscal year by executive officers
named in the Summary Compensation Table. As of December 31, 1997, Mr. Hartman's
stock options which remain unexercised had the following value, based on the
difference between the option exercise price and the average bid and asked price
of the Company's common stock on December 31, 1997, as quoted in the National
Association of Securities Dealers Automated Quotation System:
Number of Value of
Shares Securities Underlying Unexercised In-The-
Acquired Unexercised Options Money Options at
on Value at Fiscal Year-End (#) Fiscal Year-End ($)
Exercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
-------- -------- ------------ ------------
James D. Hartman --- --- 90,400/11,600 $118,000/---
EMPLOYMENT AGREEMENT
James D. Hartman has an employment agreement with the Company with an
initial term through December 31, 1996. After December 31, 1996, the agreement
continues on a month-to-month basis and may be terminated by either the Company
or the employee upon thirty days written notice. The annual base salary of Mr.
Hartman as set by the Board of Directors for 1998 is $130,000. In addition, the
Company may terminate Mr. Hartman's employment for cause and upon his death or
incapacity. The agreement contains non-competition, confidentiality and
assignment of invention provisions benefiting the Company.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and changes in
ownership of Common Shares and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to
officers, directors and greater than ten percent shareholders in 1997 were
satisfied.
PROPOSAL 2:
ENGAGEMENT OF AUDITORS
At the annual meeting, a resolution will be presented to ratify the
appointment by the Company's Board of Directors of McGladrey & Pullen, LLP, as
independent auditors, to audit the financial statements of the Company for the
current fiscal year and to perform other appropriate accounting services.
McGladrey & Pullen, LLP has audited the financial statements of the Company as
of and for the years ended December 31, 1995, 1996 and 1997.
McGladrey & Pullen, LLP has advised the Company that it has no direct
financial interest or material indirect financial interest in the Company.
Representatives of McGladrey & Pullen, LLP are expected to be present
at the Annual Meeting. They will have the opportunity to make a statement, if
they so desire, and will be available to respond to questions of the
shareholders.
The affirmative vote of a majority of the Common Shares present, in
person or by proxy, and entitled to vote at the Annual Meeting is required to
approve Proposal 2.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THE APPROVAL OF
MCGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS TO AUDIT THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE CURRENT FISCAL YEAR.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's
next annual meeting of shareholders must be received by the Secretary of
MedAmicus, Inc., at the Company's executive offices in Plymouth, Minnesota, no
later than November 30, 1998 for inclusion in the Company's proxy statement and
proxy relating to that meeting. Upon receipt of any such proposal, the Company
will determine whether or not to include such proposal in its proxy statement
and proxy in accordance with regulations governing the solicitation of proxies.
<PAGE>
MISCELLANEOUS
The Board of Directors is not aware that any matter other than those
described in the Notice of Annual Meeting of Shareholders to which this Proxy
Statement is appended will be presented for action at the meeting. If, however,
other matters do properly come before the meeting, it is the intention of the
persons named in the proxy to vote the proxied shares in accordance with their
best judgment on said matters.
It is important that proxies be returned promptly with instructions as
to voting. Shareholders who do not expect to attend the meeting in person are
urged to mark, sign, date and send in the proxies by return mail.
By Order of the Board of Directors
March 30, 1998
<PAGE>
FORM OF PROXY
SIDE 1
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MedAmicus, Inc.
Annual Meeting of Shareholders, April 30, 1998
The undersigned hereby appoints Richard L. Little and James D. Hartman,
or either of them, the attorneys and proxies of the undersigned, with full power
of substitution, to attend the annual meeting of shareholders of MedAmicus,
Inc., a Minnesota corporation (hereinafter called the "Company"), to be held on
Thursday, April 30, 1998 at 3:30 p.m., local time, and any adjournment thereof,
and thereat to vote the undersigned's shares in the Company.
1. ELECTION OF DIRECTORS: To elect the management slate of DIRECTORS.
FOR all nominees listed WITHHOLD AUTHORITY to vote
below (except as marked to for all nominees listed
the contrary below): below:
[ ] [ ]
RICHARD L. LITTLE, JAMES D. HARTMAN, RICHARD W. KRAMP, RICHARD F.
SAUTER, TED K. SCHWARZROCK
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.)
-----------------------------------------------------------------------
(Continued, and to be signed, on reverse side)
<PAGE>
FORM OF PROXY
SIDE 2
2. PROPOSAL TO APPROVE the engagement of McGladrey & Pullen, LLP as the
independent certified public accountants to audit the financial
statements of the Company for the fiscal year ending December 31, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of Notice of said Annual
Meeting and the accompanying Proxy Statement, each dated March 30, 1998.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
SPECIFIED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. 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: , 1998
------------------------
------------------------
Signature
------------------------
Signature if held jointly
Please mark, sign, date and return the Proxy Card promptly using the
enclosed envelope.
