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
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 240.14a-11(c) or 240.14a-12
GENTNER COMMUNICATIONS CORPORATION
(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.
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:
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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:
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:
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GENTNER COMMUNICATIONS CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 23, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Gentner Communications Corporation (the "Company"), a Utah Corporation, will
be held on November 21, at 3:00 P.M., local time, at the corporate offices
located at 1825 Research Way, Salt Lake City, Utah 84119 for the following
purposes:
1. To elect six members of the Company's Board of Directors;
2. To ratify the appointment of the Company's independent auditors;
and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only the shareholders of record at the close of business on October 15,
1997 are entitled to notice of and to vote at the meeting and any adjournment
thereof.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder
previously returned a proxy.
FOR THE BOARD OF DIRECTORS
/s/ Russell D. Gentner
--------------------------------
Russell D. Gentner, Chairman and
Chief Executive Officer
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GENTNER COMMUNICATIONS CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Gentner Communications Corporation (the "Company") for use at the Company's
Annual Meeting of Shareholders ("Annual Meeting") to be held November 21,
1997 at 3:00 P.M. local time, or at any adjournment or postponement thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Shareholders. The Annual Meeting will be held at the above date
and time at the Company's offices located at 1825 Research Way, Salt Lake
City, Utah 84119. The telephone number at that address is (801) 975-7200.
These proxy solicitation materials were first mailed on or about October
23, 1997 to all shareholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on October 15, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, 7,675,443 shares of Common Stock were issued and
outstanding. Each shareholder will be entitled to one vote for each share of
Common Stock held on the record date.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to Susie S. Strohm,
Secretary of the Company, a written notice of revocation or a duly executed
proxy bearing a later date or by attending the Annual Meeting and voting in
person.
SOLICITATION
The cost of this solicitation will be borne by the Company. In
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers, and regular
employees, without additional compensation, personally or by telephone,
facsimile, or telegram.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
The Company currently anticipates the Annual Meeting of Shareholders in
shareholder desiring to submit a proposal for consideration at the 1998
Annual Meeting of Shareholders should transmit such proposal to the Secretary
of the Company on or before July 23, 1998.
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VOTE REQUIRED FOR APPROVAL
A quorum of the shares of the Company must be present at the Annual
Meeting of the Shareholders in order for the shareholders to take official
action. Under Utah law and the Articles of Incorporation and Bylaws of the
Company, a quorum will exist if a majority of the shares issued by the
Company and entitled to vote on a matter at the Annual Meeting are present,
in person or by proxy. Further, abstentions and broker non-votes will be
considered present at the Annual Meeting and will be counted for purposes of
determining whether a quorum exists, but abstentions and broker non-votes
will not be counted for purposes of determining the vote on any matter
currently proposed for action at the Annual Meeting. The election of
directors will be determined by plurality vote. The ratification of
appointment of independent auditors will be approved if the votes cast at the
Annual Meeting favoring the proposal exceed the votes cast at the Annual
Meeting opposing the proposal.
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Common Stock of the Company as of September 1, 1997, by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) the Chief Executive Officer and each other executive officer of the
Company as of June 30, 1997 whose salary and bonus for the year ended June
30, 1997 exceeded $100,000, and (iv) all executive officers and directors of
the Company as a group. Each person has sole investment and voting power
with respect to the shares indicated, subject to community property laws
where applicable, except as otherwise indicated below.
Amount of Percentage
Names of Beneficial Owners Beneficial Ownership of Class
Russell D. Gentner 736,128(1) 9.6%
Edward Dallin Bagley 451,207(2) 5.9%
Brad R. Baldwin 109,166(3) 1.4%
Edward N. Bagley 299,833(4) 3.9%
Dwight H. Egan 30,000(5) 0.4%
K. Bradford Romney, Jr. 30,000(5) 0.4%
Directors and Executive Officers
as a Group (9 persons) 1,694,539(1,2,3,4,5,6) 22.1%
(1) Includes: 595,928 shares owned directly; options to purchase 140,000
shares that are exercisable within 60 days; and 200 shares owned by Mr.
Gentner's wife. Excludes: options to purchase 110,000 shares that are not
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exercisable within 60 days.
(2) Includes: 316,157 shares owned directly; 100,000 shares owned by a
corporation controlled by Mr. Bagley; 50 shares owned by Mr. Bagley's wife as
custodian for one of Mr. Bagley's daughters; and options to purchase 35,000
another of Mr. Bagley's daughters; shares owned by the Bagley Family
Revocable Trust, all of which Mr. Bagley disclaims beneficial ownership; and
options to purchase 20,000 shares that are not exercisable within 60 days.
(3) Includes: 54,666 shares owned directly; options to purchase 47,500
shares that are exercisable within 60 days; 5,000 shares owned by Mr.
Baldwin's wife; and warrants to purchase 2,000 shares that are currently
exercisable. Excludes: options to purchase 12,500 shares that are not
exercisable within 60 days.
(4) Includes: 257,333 shares owned by the Bagley Family Revocable Trust,
of which Mr. Bagley is a co-trustee with his wife; and options to purchase
42,500 shares that are exercisable within 60 days. Excludes: shares held or
controlled by Mr. Bagley's son (Edward Dallin Bagley) and granddaughters as
described in footnote 2 above, all of which Mr. Edward N. Bagley disclaims
beneficial ownership; and options to purchase 12,500 shares that are not
exercisable within 60 days.
(5) Includes: options to acquire 30,000 shares that are exercisable
within 60 days. Excludes: options to acquire 12,500 shares that are not
exercisable within 60 days.
(6) Includes: 23,205 shares owned directly and options to acquire 15,000
shares by three other officers that are exercisable within 60 days.
Excludes: options to acquire 125,500 shares by those officers that are not
exercisable within 60 days.
PROPOSAL ONE ELECTION OF DIRECTORS
All of the Company's current six directors are nominated for re-election
at the Annual Meeting to serve until the next Annual Meeting of Shareholders
or until their respective successors are duly elected and qualified. Unless
otherwise instructed, the proxies will be voted for the election of the six
nominees named below. In the event any nominee is unable to serve, the
proxies will be voted for a substitute nominee, if any, to be designated by
the Board of Directors. The Board of Directors has no reason to believe any
nominee will be unavailable.
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NOMINEES
The following individuals are currently directors of the Company:
Director
Name Age Principal Occupation Since
Russell D. Gentner 42 Chairman of the Board of Directors,
Chief Executive Officer, and President 1985
Edward Dallin Bagley* 59 Attorney 1994
Brad R. Baldwin 42 President and Chief Executive Officer
of Bank One, Utah 1988
Edward N. Bagley* 85 Vice President of Smith Barney and
Chairman of the Board of Mining
Services International 1993
of Broadcast International, Inc. 1994
K. Bradford Romney 41 President and Chief Executive Officer
of Dayna Communications, Inc. 1994
* Edward N. Bagley and Edward Dallin Bagley are father and son,
respectively.
Russell D. Gentner is Chairman of the Board of Directors, Chief
Executive officer, and President of the Company. Mr. Gentner has served in
the positions of Chairman and Chief Executive officer since 1985, when the
Company merged with its predecessor, Gentner Engineering Company, Inc.
("GEC"). GEC was founded by Mr. Gentner in 1981, and he served as its
Chairman, Chief Executive Officer, and President from its inception until its
merger with the Company. Mr. Gentner has served as President of the Company
from 1985 to 1990 and from April 1994 to the present. Mr. Gentner earned his
Bachelor of Science degree in Electrical Engineering in 1977 from the
University of Utah and a Master of Business Administration degree from the
University of Utah in 1990.
Edward Dallin Bagley has been a Director of the Company since April
1994. Previously, Mr. Bagley served as a Director of the Company from April
1987 to July 1991. Mr. Bagley began practicing law in 1965. He later
founded Bagley Securities, Inc., a stock brokerage firm located in Salt Lake
City, Utah. During the past five years, Mr. Bagley has served as vice
president of National Financial, a computer back-up accounting firm for
health clubs. Mr. Bagley is also currently a director of Mining Services
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International, a publicly held developer of explosives technology and
supplier of chemicals to the mining industry located in Salt Lake City, Utah,
and Tunex International, a chain of automotive engine performance and service
centers. Mr. Bagley received a Juris Doctorate in 1965 from the University
of Utah College of Law.
Brad R. Baldwin has been a Director of the Company since September 1988.
Since October 1, 1994, Mr. Baldwin has served as President and Chief
Executive officer of Bank One, Utah, a commercial bank headquartered in Salt
Lake City, Utah. Mr. Baldwin served as Senior Vice President and General
Counsel of Bank One from 1988 until his appointment as President and CEO.
From 1981 to 1988, Mr. Baldwin was engaged in the general practice of law at
the firm of Biele, Haslam & Hatch in Salt Lake City, Utah. Mr. Baldwin
received a Juris Doctorate in 1980 from the University of Washington.
Edward N. Bagley has been a director of the Company since January 1993.
Mr. Bagley is currently Vice President of Smith Barney, with whom he has been
associated since 1971. Mr. Bagley has worked in the investment industry
since 1934. Mr. Bagley is also Chairman of the Board of Directors of Mining
Services International. He received a bachelors degree from Utah State
University in 1933.
Dwight H. Egan has been a director of the Company since November 1994.
Mr. Egan is currently the President, Chief Executive Officer, and a director
of Broadcast International, Inc., a satellite communications and business
information company located in Salt Lake City, Utah. He is also currently a
director of Data Broadcasting Corp., the parent of Broadcast International,
Inc. Mr. Egan has served as an officer and director of Broadcast
K. Bradford Romney has been a Director of the Company since November
1994. Since 1991, Mr. Romney has been the President and Chief Executive
officer of Dayna Communications, Inc., a computer networking company based in
Salt Lake City, Utah. He has been a director of Dayna since 1990. He served
as Executive Vice President of Dayna upon joining the company in 1986 until
his appointment as President and Chief Executive Officer. From 1982 to 1986,
Mr. Romney was Executive Vice President of Keith Romney & Associates. Mr.
Romney is also a director of EFI Electronics, Inc. Mr. Romney received a
Juris Doctorate and a Master of Business Administration degree from Brigham
Young University in 1982.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF
All directors serve until their successors are elected and have qualified.
The Company paid each director $650 per month for services provided as a
director through February 1997. At that point, each director received
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options to purchase 25,000 shares of Gentner stock in lieu of the monthly fee
for services rendered through June 30, 1998. Inside directors receive no
additional compensation for serving on the Board of Directors. Officers are
elected to serve, subject to the discretion of the Board of Directors, until
their successors are appointed.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three committees, the Executive, Audit, and
Compensation Committees. The Executive Committee is composed of Mr. Russell
D. Gentner, Mr. Brad R. Baldwin, and Mr. Dwight H. Egan. The Audit Committee
is currently composed of Mr. Brad R. Baldwin, Mr. Edward Dallin Bagley, and
Mr. K. Bradford Romney. The Compensation Committee is currently composed of
Mr. Brad R. Baldwin, Mr. Edward Dallin Bagley, and Mr. Dwight H. Egan. The
Executive Committee exercises all the powers and authority of the Board of
Directors in the management of the business and affairs of the Company except
those which by statute, Certificate of Incorporation or By-laws are reserved
to the Board of Directors. The Audit Committee is authorized to review
proposals of the Company's auditors regarding annual audits, recommend the
engagement or discharge of the Company's auditors, review recommendations of
such auditors concerning accounting principles and the adequacy of internal
controls and accounting procedures and practices, to review the scope of the
annual audit, to approve or disapprove each professional service or type of
service other than standard auditing services to be provided by the auditors,
and to review and discuss the audited financial statements with the auditors.
The Compensation Committee makes recommendations to the Board of Directors
regarding remuneration of the executive officers and directors of the Company
and administers the 1990 Incentive Plan for directors, officers, and key
employees, and administers the 1997 Employee Stock Purchase Plan for all
employees.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held five meetings during the last fiscal year. The
Executive Committee held no formal meetings during the last fiscal year. The
Compensation Committee held one meeting during the last fiscal year.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Age Position
Russell D. Gentner 42 Chairman, President and Chief Executive
Officer
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Frances M. Flood 41 Vice President of Sales and Marketing
Susie S. Strohm 37 Vice President of Finance, Secretary/Treasurer
For the biography of Mr. Gentner, see "Nominees."
Frances M. Flood was elected Vice President of Sales and Marketing in
1996. Before joining the Company she was an Area Director of Sales and
Marketing for Ernst & Young, LLP, an international accounting and consulting
firm. While there she assisted in the marketing efforts of eighty partners
and principals across a variety of industries in six locations. Prior to her
tenure with Ernst & Young, Ms. Flood had been the founder of an international
sales and marketing consulting firm focusing on change management, product
development, training, database marketing, leveraging, technology, and sales
culture creation.
Susie S. Strohm became Vice President of Finance, Treasurer, and
Secretary in 1997. In 1996, Ms. Strohm joined the Company as its Controller.
She is responsible for all the Company's accounting, financial and tax
planning, financial and management reporting, and SEC filings. Prior to
joining the Company, Ms. Strohm was the Controller for Newspaper Agency
Corporation in Salt Lake City. She graduated from the University of Utah
with a Bachelor of Science degree in Accounting, and received her Masters of
Business Administration degree from Westminster College.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth the compensation of the Chief Executive
Officer of the Company and the other most highly compensated executive
officers of the Company for each of the Company's last three fiscal years
whose total salary and bonus for the year ended June 30, 1997 exceeded
$100,000, for services rendered in all capacities to the Company during such
fiscal years.
SUMMARY COMPENSATION TABLE
for Russell D. Gentner
Chairman, CEO, President
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Annual Compensation Long Term Compensation
Awards Payouts
Annual Restricted Underlying Other
Fiscal Compen- Stock Options LTIP Compen-
Year Salary Bonus sation Awards /SARS Payouts sation*
96-97 $162,240 $11,760 None None None None None
95-96 $156,756 None None None None None $890
94-95 $150,000 $15,000 None None None None $890
* These amounts reflect the Company's contributions to the deferred
compensation plan (401(k) plan).
STOCK OPTIONS/SARS
The following table sets forth the stock option and SAR grants to the named
executive officers in the last fiscal year:
OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 1997
(INDIVIDUAL GRANTS)
Number of Percent of
Securities Total Options
Underlying /SARs Granted Exercise
Options/SARs to Employees or Base Expiration
Name and Position Granted (#) in Fiscal Year Price ($/Sh) Date
Russell D. Gentner 100,000 17% $0.8125 6/30/04
Chairman, CEO,
President
AGGREGATED STOCK OPTION/SAR EXERCISES
The following table sets forth the aggregated stock options and SARs
exercised by the named executive officers in the last fiscal year and the
year-end value of unexercised options and SARs:
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 1997
AND FISCAL YEAREND OPTION/SAR VALUES
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Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired Value
on Realized Exercisable/ Exercisable/
Name and Position (#) ($) Unexercisable Unexercisable
Russell D. Gentner - - 130,000/100,000 $89,375/$81,250
Chairman, CEO,
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gentner Research Ltd. ("GRL"), is a related limited partnership, formed in
August 1985, in which the Company is the general partner and Russell D.
Gentner, Edward Dallin Bagley and, among other unrelated parties, certain
members of their families, are the limited partners. In 1987 and 1988, GRL
sold to the Company proprietary interests in the VRC-1000 (now VRC-2000),
VRC-1000 Modem (now VRC-2000), and Digital Hybrid in exchange for royalty
payments. Royalty expense with GRL for the years ending June 30, 1997 and
1996 was $45,100 and $29,400 respectively. The following directors and/or
executive officers and members of their immediate families have purchased the
following interests in GRL:
Russell D. Gentner (Pres/CEO/Director). . . . . . . . . . . 5.21%
Edward Dallin Bagley (Director) . . . . . . . . . . . . . . 10.42%
Edward N. Bagley (Director) . . . . . . . . . . . . . . . . 5.21%
Hyrum S. Gentner (father of Russell Gentner). . . . . . . . 5.21%
Robert O. Baldwin (father of Brad Baldwin). . . . . . . . . 10.42%
The Company has also formed a second related limited partnership, Gentner
Research II, Ltd. ("GR2L"), also in which it acts as general partner. In
fiscal year 1997, GR2L sold proprietary interest in the GSC3000 to the
Company in exchange for royalty payments. Royalty expense with GR2L for the
years ending June 30, 1997 and 1996 was $36,588 and $0 respectively. The
following directors and/or executive officers and members of their immediate
families have purchased the following interests in GR2L:
Brad R. Baldwin (Director) . . . . . . . . . . . . . . . . 3.19%
Robert O. Baldwin (father of Brad Baldwin). . . . . . . . . 9.58%
Hyrum S. Gentner (father of Russell Gentner). . . . . . . . 3.19%
Edward D. Bagley (Director) . . . . . . . . . . . . . . . . 6.39%
Edward N. Bagley (Father of Edward D. Bagley) . . . . . . . 6.39%
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports
of changes of ownership of equity securities of the Company. Officers,
directors and greater than 10% shareholders are required to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, all section 16(a) requirements have been complied
with that were applicable to the persons defined above during the preceding
fiscal year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young, LLP, as independent
auditors for the Company for the current fiscal year, and recommends that the
shareholders vote for ratification of such appointment.
Neither Ernst & Young nor any of its members have ever had any direct or
indirect financial interest in the Company or been connected with the Company
as promoter, underwriter, voting trustee, director, officer, or employee. It
is anticipated that a representative of Ernst and Young will attend the
Annual Meeting and will be available to respond to questions. It is not
anticipated that the representative will make any statement or presentation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the enclosed proxy to vote the shares they represent as
the Board of Directors may recommend.
It is important that your stock be represented at the meeting,
regardless of the number of shares which you hold. You are, therefore, urged
to execute and return the accompanying proxy in the postage-prepaid envelope
enclosed for that purpose at your earliest convenience.
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FOR THE BOARD OF DIRECTORS
/s/ Russell D. Gentner
Russell D. Gentner, Chairman
and Chief Executive Officer
Salt Lake City, Utah
October 23, 1997
[Front side of proxy card]
GENTNER COMMUNICATIONS CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Gentner Communications Corporation, a
Utah corporation (the "Company"), hereby acknowledges receipt of the Notice
of Annual Meeting of Shareholders and Proxy Statement, each dated October 23,
1997, and hereby appoints Russell D. Gentner and Susie S. Strohm and each of
them, proxies and attorneys-in-fact, with full power to each of substitution
in behalf of and in the name of the undersigned, to represent the undersigned
at the Annual Meeting of Shareholders to be held on November 21, 1997 at 3:00
Salt Lake City, Utah 84119, and at any adjournment thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote, if
then and there personally present, on the matters set forth below.
A majority of such attorneys or substitutes as shall be present and
shall act at said meeting or any adjournment thereof (or, if only one shall
be present and act, then that one) shall have and may exercise all the powers
of said attorneys-in-fact hereunder. In addition to the following proposals,
the proxies are authorized to vote upon such other matters as may properly
come before the meeting or any adjournment thereof.
WITHHOLD
I. ELECTION OF DIRECTORS FOR VOTE
Russell D. Gentner
Edward Dallin Bagley
Brad R. Baldwin
Edward N. Bagley
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Dwight H. Egan
K. Bradford Romney
Mark here to vote for the
entire slate of nominees
listed above
II. APPOINTMENT OF ERNST &
YOUNG, LLP AS AUDITORS FOR AGAINST ABSTAIN
(Continued and signed on reverse side)
[Reverse side of proxy card]
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR ALL DIRECTORS SET FORTH HEREIN, AND FOR THE
APPOINTMENT OF ERNST & YOUNG AS INDEPENDENT PUBLIC ACCOUNTANTS, AND AS SAID
PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
Date:____________________ _______________________________
Signature
__________________________ _________________________________
Signature (if held jointly) Name of Shareholder (please print)
Title (if any)
(This proxy should be marked, dated, signed by each shareholder exactly as
such shareholder's name appears hereon and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property, both should sign.)
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