<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to / / 240.14a-11(c) or
/ / 240.14a-12
VERSUS TECHNOLOGY, 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 transaction
applies:
_______________________________________________________
<PAGE> 2
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> 3
VERSUS TECHNOLOGY, INC.
A Delaware Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 9, 1997
TO THE STOCKHOLDERS OF VERSUS TECHNOLOGY, INC.
The Annual Meeting of the Stockholders of VERSUS TECHNOLOGY, INC. (the
"Company") will be held at the corporate headquarters of the Company, 2600
Miller Creek Road, Traverse City, Michigan 49684, on Friday, May 9, 1997 at
10:00 a.m. for the following purposes:
(1) To elect three (3) directors of the Company to serve until the next
succeeding Annual Meeting of Stockholders and until their successors
have been elected and have qualified.
(2) To transact such other business as may properly come before the
meeting or any adjournments.
Only stockholders of record at the close of business on the 25th day of
March, 1997, are entitled to notice of and to vote at this meeting.
The Company's 1996 Annual Report to Stockholders is enclosed.
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
By order of the Board of Directors
Andrea Beadle, Secretary
April 2, 1997
<PAGE> 4
VERSUS TECHNOLOGY, INC.
Corporate Headquarters:
2600 Miller Creek Road
Traverse City, Michigan 49684
Telephone Number: (616) 946-5868
PROXY STATEMENT
General
This Proxy Statement is furnished to the Stockholders of Versus
Technology, Inc. ("Versus" or the "Company") in connection with the
solicitation of proxies by order of the Board of Directors of the Company for
the Annual Meeting of Stockholders to be held on May 9, 1997 at 10:00 A.M.,
Eastern Daylight Time, at the corporate headquarters of the Company, 2600
Miller Creek Road, Traverse City, Michigan 49684, for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders.
The approximate date on which this Proxy Statement, the enclosed Proxy and
the Company's 1996 Annual Report to Stockholders will be first sent or given to
Stockholders is April 2, 1997.
The enclosed Proxy is being solicited on behalf of the Board of Directors
of the Company and all costs of solicitation will be borne by the Company.
Such costs include preparation, printing and mailing of the Notice of Annual
Meeting of Stockholders, Form of Proxy, Proxy Statement and Annual Report on
Form 10-KSB, which are herein enclosed. The solicitation will be conducted
principally by mail, although directors, officers and regular employees of the
Company may solicit proxies personally or by telephone or facsimile. Such
persons will not receive special compensation for such services. Arrangements
will be made with brokerage houses and other custodians, nominees and
fiduciaries for proxy material to be sent to their principals, and the Company
will reimburse such persons for their reasonable expenses in so doing.
You are requested to mark, sign and complete the accompanying Proxy and
return it in the envelope provided. Proxies in such form, if duly signed and
received in time for the voting, will be voted in accordance with the
directions of each Stockholder. The proxy holders identified on the proxy have
been selected by the Board of Directors. The proxy holders shall have the
discretionary authority to vote for the election of Directors and distribute
such votes among the nominees standing for election (except as otherwise
instructed by a stockholder in the accompanying Proxy) and on any other matters
that may properly come before the Annual Meeting of Stockholders.
If the enclosed Proxy is executed and returned, it may, nevertheless, be
revoked at any time before it has been exercised upon written notice to the
Secretary of the Company. The proxy shall also be deemed revoked if a
Stockholder is present at the Meeting and elects to vote in person.
Each holder of the Company's common stock, par value $.01 (the "Common
<PAGE> 5
Stock") at the close of business on March 25, 1997 (the "Record Date") is
entitled to one vote per share on each matter that comes before the meeting.
With respect to each matter to be voted upon, a vote of a majority of the
number of shares voting is required for approval or election. Abstentions will
be counted as votes cast, but proxies submitted by brokers with a "not voted"
direction will not be counted as votes cast with respect to each matter to be
voted upon where such instruction is given.
At the close of business on March 25, 1997, there were outstanding
38,168,674 shares of Common Stock, the only class of stock outstanding.
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to the Common Stock
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by any person who, as of March 25, 1997 to
the knowledge of the Board of Directors of the Company, owned beneficially more
than 5% of the outstanding Common Stock of the Company, the only class
authorized:
<TABLE>
<CAPTION>
Name & Address of Amount and Nature Percentage of
Beneficial Owner of Beneficial Ownership Class Outstanding
- ----------------- ----------------------- -----------------
<S> <C> <C>
Gary T. Gaisser 5,985,123 (1) 15.6%
c/o Versus Technology, Inc.
2600 Miller Creek Road
Traverse City, MI 49684
Anthony Low-Beer 5,254,000 (2) 13.8%
c/o Mitchell Securities
100 Park Avenue
New York, NY 10017
Merrill Lynch & Co. Inc. and 4,500,000 (3) 11.8%
Merrill Lynch Group, Inc.
250 Vesey Street
World Financial Center North Tower
New York, NY 10281-1334
Princeton Services, Inc.,
Fund Asset Management, L.P. and
Merrill Lynch Special Value Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
William Harris Investors 3,025,000 (4) 7.9%
2 North LaSalle Street, Suite 400
Chicago, IL 60602
</TABLE>
____________________________
(1) This total includes 250,000 shares that became acquirable by Mr. Gaisser
on December 4, 1996 upon exercise of an outstanding option issued by the
Company. See "Executive Compensation" and "Certain Relationships and Related
Transactions" below.
(2) As reported on Schedule 13D filed March 21, 1997. Of these shares,
2,339,000 are held in managed accounts over which Mr. Low-Beer shares
dispositive power.
(3) As reported on Schedule 13G filed September 4, 1996. Merrill Lynch & Co.,
Inc., Merrill Lynch Group, Inc., Princeton Services, Inc., Fund Asset
Management, L.P. and Merrill Lynch Special Value Fund, Inc. each claimed shared
voting power and shared dispositive power with respect to 4,500,000 shares.
Each of such entities declaimed beneficial ownership of such shares. Merrill
Lynch Special Value Fund, Inc. is the record owner of these shares.
(4) As reported on Schedule 13G filed February 3, 1997, as adjusted for a
subsequent acquisition.
2
<PAGE> 7
Security Ownership of Management
The following table sets forth as of March 25, 1997 the beneficial
ownership of the Company's Common Stock by all directors, nominees and named
executive officers of and by all the Directors, nominees and executive officers
of the Company as a group:
<TABLE>
<CAPTION>
Approximate Number
Position(s) with the of Common Shares
Name of Beneficial Owner Company (1) Beneficially Owned (1) Percent of Class
- ------------------------ -------------------- ---------------------- ----------------
<S> <C> <C> <C>
Gary T. Gaisser President, 5,985,123 (2) 15.6%
Chief Executive
Officer & Director
Julian C. Schroeder Director 1,848,969 (3) 4.8%
Elliot G. Eisenberg Director 1,615,728 (4) 4.2%
All executive officers 9,563,180 (5) 23.9%
and directors as a
group (6 persons)
</TABLE>
- ---------------------------
(1) Each director has sole voting and investment power as to all shares
reflected as beneficially owned by him, except as otherwise noted.
Messrs. Gaisser, Eisenberg and Schroeder are all of the Company's present
directors.
(2) This total includes 250,000 shares that became acquirable by Mr. Gaisser
on December 4, 1996 upon exercise of an outstanding option issued by the
Company. See "Executive Compensation" and "Certain Relationships
and Related Transactions" below.
(3) This total includes 50,000 shares currently acquirable under the terms of
the warrants issued by the Company to Mr. Schroeder and warrants to
purchase an aggregate of 1,493,969 shares issued to an affiliate of BDS
Securities, L.L.C., of which Mr. Schroeder is the President.
(4) As reported on Schedule 13D filed on October 10, 1995 as adjusted. Of
these shares, 100,000 may be acquired upon the exercise of warrants held.
(5) This total includes 1,893,969 shares acquirable under outstanding
warrants and options.
3
<PAGE> 8
ELECTION OF DIRECTORS
General
The By-Laws of the Company provide that the Board of Directors consist of
one or more Directors. The stockholders are being asked to elect three
directors, who will comprise the entire Board of Directors of the Company, to
serve for the ensuing year and until their successors are duly elected and
qualified. The nominees are all current members of the Board of Directors. In
the event that any nominee for director should become unavailable, which event
the Board of Directors does not anticipate, it is intended that votes will be
cast pursuant to the enclosed Proxy for such substitute nominee as may be
nominated by the Board of Directors, unless otherwise indicated by the
Stockholder on the Proxy.
The Board has established a Compensation Committee, presently consisting
of Mr. Schroeder and Mr. Eisenberg, which administers the Company's stock
option plans and reviews employee compensation and benefits. The Compensation
Committee met two times during the fiscal year ended October 31, 1996.
The Board also established an Audit Committee, presently consisting of Mr.
Schroeder and Mr. Eisenberg. The Audit Committee meets with the Company's
officers and the independent auditors to review the Company's annual audit and
financial statements. The Audit Committee met one time during the fiscal year
ended October 31, 1996.
The Board has not established a separate nominating committee, as
nominations are considered and made by the Board as a whole. The Board will
consider nominees for the Board of Directors recommended by Stockholders.
Stockholders desiring to make such recommendations should write directly to the
Board at the Company's executive offices at 2600 Miller Creek Road, Traverse
City, Michigan 49684.
The Board of Directors met six times during the fiscal year ended October
31, 1996. During that fiscal year, each of the incumbent directors attended at
least 75% of the aggregate of (1) the total number of meetings of the Board of
Directors held during the period for which he has been a director and (2) the
total number of meetings held by all Committees of the Board on which he served
during the period that he served.
Information Concerning Directors and Nominees for Director
The Board of Directors presently consists of Gary T. Gaisser, Julian C.
Schroeder and Elliot G. Eisenberg. The Board has nominated each of these
persons to serve on the Board for a term of one year or until their successors
are elected and shall qualify.
The following information is furnished with respect to the nominees for
Directors of the Company:
Management Age Position(s) with the Company
- ----------- --- ----------------------------
Gary T. Gaisser 45 Director, President and Chief Executive Officer
Julian C. Schroeder 49 Director
Elliot G. Eisenberg 48 Director
4
<PAGE> 9
Gary T. Gaisser has served as President and Chief Executive Officer of the
Company since January 1995. Prior to that, he was President of Olmsted
Engineering Co. ("Olmsted"), now a wholly-owned subsidiary of the Company. Mr.
Gaisser had been with Olmsted since 1988.
Julian C. Schroeder has served as a director of the Company since August
1994. He has served with BDS Securities, L.L.C. (a registered broker-dealer)
and its predecessor, BDS Securities Corporation, since 1989 and since 1995 has
served as its President. Mr. Schroeder is also a director of Optical Coating
Laboratories, a manufacturer of thin-film products.
Elliot G. Eisenberg has served as a director of the Company since May
1996. He is currently Managing Director of Dabney/Resnick/Imperial, L.L.C. (a
registered broker-dealer). From 1989 to November 1996 he served as Vice
President of BDS Securities, L.L.C. (a registered broker-dealer) and its
predecessor, BDS Securities Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ELECTION OF
GARY T. GAISSER, JULIAN C. SCHROEDER, AND ELLIOT G. EISENBERG.
There is no family relationship between any officers or directors nor are
there any understandings among any officers or directors and any other
person(s) pursuant to which any such officer or director was or is to be
selected as such.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation paid to the Chief
Executive Officer of the Company during the fiscal years ended October 31,
1996 and 1995. There were no other executive officers of the Company who
received combined salary and bonuses for the fiscal year ended
October 31, 1996 equaling or exceeding $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Name & Principal Position Fiscal Year Salary Bonus Other Option Awards
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gary T. Gaisser 1996 $78,000 $ - $400 (1) 1,000,000
President, Chief Executive Officer 1995 52,000 - - -
and Director 1994 - - - -
- --------------------------
</TABLE>
(1) Represents compensation received during fiscal 1996 for meetings of the
Board of Directors at the rate of $100 per meeting.
5
<PAGE> 10
Options
The only options granted during the year were options to purchase
1,000,000 shares, granted to Mr. Gaisser, exercisable at $.375 a share, the
fair value of the stock at grant date. These were the only employee stock
options outstanding at October 31, 1996. Twenty-five percent of these options
became exercisable on December 4, 1996, and an additional twenty-five percent
become exercisable on each subsequent anniversary thereof. The options expire
on June 4, 2001. No options have been exercised by Mr. Gaisser. These options
had an estimated value of $468,750 at October 31, 1996. No options were
exercised during fiscal 1996 by any Executive Officers.
Employment Agreement
As of July 1, 1996, the Company and Mr. Gaisser entered into an Employment
Agreement for a term of six years. Mr. Gaisser is employed at a base salary of
$130,000 per year and will receive a 10% annual increase during the term of the
Employment Agreement. Mr. Gaisser is entitled to such further increases as
shall be determined by the Board of Directors, and is entitled to participate
in other compensation and benefit plans of the Company.
This Employment Agreement may be terminated by the Company for "just
cause," which is defined as "willful misconduct, embezzlement, conviction of a
felony, habitual drunkenness or excessive absenteeism not related to illness."
The Employment Agreement provides that if Mr. Gaisser is not elected or
appointed as President and Chief Executive Officer or as a member of the Board
of Directors, is removed from any such office, the ownership and control of the
Company changes, or if the principal place of the business is changed to a
location more than 20 miles from Traverse City, Michigan without Mr. Gaisser's
consent, then Mr. Gaisser may give notice of termination, effective at the end
of the month in which notice is given. In addition, if Mr. Gaisser concludes
that because of changes in the composition in the Board of Directors or
material changes in its policies because of other events or occurrences of
material fact, he feels he can no longer properly and effectively discharge his
responsibilities, then Mr. Gaisser may resign from his position upon the giving
of sixty (60) days prior written notice. In each case, such resignation shall
be deemed constructive termination of Mr. Gaisser's employment by the Company,
and Mr. Gaisser shall be entitled to payment of the remaining amounts payable
to him under the Employment Agreement without any requirement of mitigation of
damages.
Except in the event of constructive termination, Mr. Gaisser has agreed
that during the term of the Employment Agreement and for two years thereafter,
he is not to compete with the Company. Upon any termination, Mr. Gaisser has
agreed not to disclose the Company's confidential information or to solicit any
employee of the Company for a two-year period.
Compensation of Directors
Each Director of the Company receives a basic fee of 15,000 shares of the
Company's Common Stock annually for service on the Board, plus a $100 per
meeting attendance fee. The Company has no other standard or other arrangement
whereby Directors are compensated for their services to the Company. The
Company's by-laws provide that Directors may be compensated as the Board of
Directors may from time to time determine, and be reimbursed for the reasonable
expenses incurred in connection with the performance of their duties. All
Directors receive $100 for attending each committee meeting of the Board when
such meeting is held on a date other than the date of a Board meeting.
6
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 26, 1996, Olmsted was acquired by the Company in exchange for
6,379,889 shares of the Company's Common Stock and cash of $65,000. Pursuant
to the acquisition, Gary T. Gaisser, the President, Chief Executive Officer and
a Director of the Company, and the controlling stockholder of Olmsted, received
5,705,123 shares of the Company's Common Stock in exchange for his ownership
interest in Olmsted.
Olmsted had been the principal consultant to the Company in relation to
the IR Tracking System. On April 20, 1995, the Company entered into a
Consulting Agreement with Olmsted. The Agreement was for a one-year period
from April 20, 1995 to April 20, 1996. Effective November 1, 1995, the
Agreement was amended. Under the Agreement and until the consummation of the
acquisition, Olmsted received an annual fee of $144,000 payable monthly as well
as a fee at an hourly rate for man-hours in excess of a fixed number of hours
each month.
As of August 26, 1996, the Company completed a private placement of
11,335,000 shares of its Common Stock at $.50 per share. Julian C. Schroeder
is the President of BDS Securities, L.L.C., the placement agent for this
private placement. At that time, Elliot G. Eisenberg was Vice President of BDS
Securities, L.L.C. In connection with this private placement, BDS Securities,
L.L.C. received a placement fee of $396,725 together with five-year warrants to
purchase 396,725 shares of the Company's Common Stock at $.50 per share.
As of September 29, 1995, the Company completed a private placement for
14,674,917 shares of its Common Stock at $.20 per share. Julian C. Schroeder
is the President of BDS Securities, L.L.C., the placement agent for this
private placement. At that time, Elliot G. Eisenberg was Vice President of BDS
Securities, L.L.C. In connection with this private placement, BDS Securities,
L.L.C. received a placement fee of $205,449 together with five-year warrants to
purchase 1,027,244 shares of the Company's Common Stock at $.20 per share.
In December 1996, the Company moved its principal operating facilities to
a building that is owned by Traverse Software Investment, LLC ("TSI"), a
limited liability company controlled by Gary T. Gaisser, the President and
Chief Executive Officer of the Company. Versus and Olmsted are obligated under
two separate five-year lease agreements, which require aggregate total annual
rents of $111,000, increasing 4% annually after the first year.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3 and 4 furnished to the Company
pursuant to Rule 16a-3(e) and written statements from directors and executive
officers that no report on Form 5 is due, no reporting person failed to file
reports required under Section 16(a) of the Securities and Exchange Act of 1934
with respect to the Company's securities, except that Mr. Tenarvitz was late in
filing his initial report on Form 3, Mr. Schroeder was late in filing Form 4 to
report a private sale of common stock and Ms. Boyer was late in filing Form 5
to report the grant of incentive shares.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as the independent
certified public accountants to the Company for the fiscal year ending October
31, 1997. The Company has been informed that neither BDO Seidman, LLP, nor any
of its partners, has any direct financial interest or any material indirect
financial interest in the Company or its subsidiary, nor has any of its
partners acted in the capacity of promoter, underwriter, voting trustee,
director, officer or employee of the Company.
7
<PAGE> 12
The Company has been advised by BDO Seidman, LLP that representatives of
that firm are expected to be present at the Annual Meeting of Stockholders.
These representatives will have the opportunity to make a statement, if they so
desire, and will also be available to respond to appropriate questions from
stockholders.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Effective October 24, 1996, the Audit Committee of the Board of Directors
of the Company approved the dismissal of its certifying accountants, KPMG Peat
Marwick LLP. On that date, it engaged BDO Seidman, LLP to act as the Company's
certifying accountants.
KPMG Peat Marwick LLP's reports on the Company's financial statements for
the years ended October 31, 1995 and 1994 included explanatory paragraphs with
respect to the Company's recurring losses from operations that raised doubt
about its ability to continue as a going concern.
During the Company's 1994 and 1995 fiscal years and the subsequent
interim period to October 24, 1996, there were no disagreements between the
Company and KPMG Peat Marwick LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of KPMG Peat Marwick
LLP, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.
KPMG Peat Marwick LLP's letter addressed to the SEC relating to the above
has been filed with the SEC as Exhibit 16 to Form 8-K filed as of October 31,
1996. In that letter, KPMG Peat Marwick LLP stated that it agreed with the
above statements.
During the Company's 1994 and 1995 fiscal years and the subsequent
interim period to October 24, 1996, the Company did not consult with BDO
Seidman, LLP regarding any of the matters or events set forth in Item 304 (a)
(2) (i) and (ii) of Regulation S-B.
OTHER MATTERS
The Board of Directors is not aware at present of any other matters which
will or may come before the Annual Meeting of Stockholders and which will
require a vote of the Stockholders. However, if any additional matters are
properly presented at the meeting, it is the intention of the persons named in
the accompanying proxy to vote in accordance with their judgment on such
matters.
DEADLINE FOR FILING STOCKHOLDER PROPOSALS
FOR THE 1998 ANNUAL MEETING
The date by which proposals of Stockholders intended to be presented at
the Company's 1998 Annual Meeting (and in the Proxy Statement and Proxy
relating to that meeting) must be presented to the Company is December 8, 1997.
By Order of the Board of Directors
Andrea Beadle, Secretary
8
<PAGE> 13
VERSUS TECHNOLOGY, INC.
2600 Miller Creek Road
Traverse City, Michigan 49684
PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes Gary T. Gaisser and
Julian C. Schroeder and each of them, attorneys and proxies for the
undersigned, with full power of substitution to vote as if the
undersigned were personally present at the Annual Meeting of the
Stockholders of Versus Technology, Inc. (the "Company") to be held
at the corporate headquarters of the Company, 2600 Miller Creek Road,
Traverse City, Michigan 49684, on Friday, May 9, 1997 at 10 o'clock A.M.,
Eastern Daylight Time, and at all adjournments thereof, the shares of stock
of said Company registered in the name of the undersigned. The undersigned
instructs all such proxies to vote such shares as follows upon the
following matters, which are described more fully in the
accompanying proxy statement:
(continued, and to be signed, on the other side)
(see other side)
I authorize and instruct my Proxy to:
1. [ ] VOTE FOR all nominees for the Company's Board of Directors
listed below; except that I WITHHOLD AUTHORITY for the
following nominees (if any) ________________________________
_____________________________________________________________
Gary T. Gaisser Julian C. Schroeder Elliot G. Eisenberg
[ ] VOTE WITHHELD from all nominees.
2. In their discretion, to vote upon such other business as may
properly come before the meeting and all adjournments thereof.
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 Proposal 1.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as
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.
______________________________________
Signature
____________________________________
Signature if held jointly
Dated_____________________, 1997
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
