<PAGE>
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 [_] 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 Section 240.14a-11(c) or Section 240.14a-12
Mercom, 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:
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(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:
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(4) Date Filed:
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Notes:
<PAGE>
MERCOM, INC.
105 CARNEGIE CENTER
PRINCETON, NEW JERSEY 08540
(609) 734-3737
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 1998
The Annual Meeting of Stockholders of Mercom, Inc. will be held on Thursday,
May 28, 1998, at the executive offices of Mercom, Inc., 105 Carnegie Center,
Princeton, New Jersey 08540, at 11:00 a.m. local time. The meeting will be
held for the following purposes:
1. To elect seven (7) Directors to serve for a term of one (1) year each;
2. To ratify the appointment of Coopers and Lybrand L.L.P. as independent
auditors for the fiscal year ending December 31, 1998; and
3. To act upon such other matters as may properly come before the meeting
or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 28, 1998, will
be entitled to vote at the meeting either in person or by proxy.
In order to insure that your shares are represented and are voted in
accordance with your wishes, KINDLY DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. You are cordially invited to
attend the meeting and, if you do so, you may personally vote your shares
regardless of whether you have previously submitted a signed proxy to the
Company.
/s/ Bruce C. Godfrey
Bruce C. Godfrey,
Corporate Secretary
May 4, 1998
<PAGE>
MERCOM, INC.
----------------
PROXY STATEMENT
----------------
This proxy statement is furnished to the stockholders of Mercom, Inc., a
Delaware corporation ("Mercom" 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 Stockholders (the "Annual Meeting") to be held on
Thursday, May 28, 1998, at 11:00 a.m. local time, at the Company's executive
offices, 105 Carnegie Center, Princeton, New Jersey, and at any adjournment or
postponement thereof. Shares represented by properly executed proxies will be
voted at the Annual Meeting, in accordance with the directions set forth
therein. If no direction is specified, the shares will be voted by the persons
named as proxy holders in favor of Proposals 1 and 2. As to any other business
which may properly come before the Annual Meeting and be submitted to a vote
of stockholders, proxies will be voted in the best judgment of the designated
proxy holders. The form of proxy enclosed is for use by a stockholder if the
stockholder is unable to attend or does not desire to vote in person. Any
proxy may be revoked at any time insofar as it has not been exercised.
Stockholders may revoke proxies by written notice to the Company, by delivery
of a proxy bearing a later date, or by personally appearing at the Annual
Meeting and casting a contrary vote. This proxy statement and the accompanying
proxy are being mailed to stockholders on or about May 4, 1998.
The close of business on April 28, 1998, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment or postponement thereof. As of April 28,
1998, there were 4,787,060 shares of Common Stock of the Company outstanding.
Each share of Common Stock is entitled to one vote. The Company's Common Stock
is the only class of voting securities outstanding.
The holders of record of a majority of the issued and outstanding Common
Stock and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum for the transaction of business. Directors are
elected by a plurality of the votes cast at the Annual Meeting. The holders of
Common Stock do not have cumulative voting rights in the election of
Directors. The affirmative vote of a majority of the total shares voting is
required for approval of Proposal 2 or any other matter as may properly come
before the Annual Meeting or any adjournment or postponement thereof. Broker
non-votes on the proposals with respect to the election of Directors and the
ratification of the appointment of auditors are treated as shares as to which
voting power has been withheld by the beneficial holders of those shares and,
therefore, as shares not entitled to vote on such proposals. Votes will be
tabulated at the Annual Meeting by Inspectors of Election.
1
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with the Company's Certificate of Incorporation and Bylaws,
the Board of Directors has determined that the Company's Board shall consist
of seven (7) persons and has nominated seven (7) individuals for election as
Directors at the Annual Meeting. The individuals nominated for election (the
"Nominees") as Directors are: Bruce C. Godfrey; Clifford L. Jones; David C.
McCourt; Michael J. Mahoney; Raymond B. Ostroski; Harold J. Rose, Jr.; and
George C. Stephenson. Those persons who are elected Directors at the Annual
Meeting will hold office for the ensuing year or until the election and
qualification of their respective successors. It is not anticipated that any
of these Nominees will become unavailable for any reason, but, if that should
occur before the Annual Meeting, the persons named on the enclosed proxy
reserve the right to substitute another person of their choice as nominee or
to vote for such lesser number of Directors as may be prescribed by the Board
of Directors.
PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
The Company is asking the stockholders to ratify the appointment of Coopers
& Lybrand L.L.P. as the Company's independent auditors for the fiscal year
ending December 31, 1998. It is not anticipated that representatives of
Coopers & Lybrand L.L.P. will be present at the Annual Meeting.
If the stockholders do not ratify this selection, other independent auditors
will be considered by the Board of Directors. Notwithstanding the
stockholders' ratification of the appointment of the independent auditors, the
Board of Directors reserves the right to appoint other independent auditors at
its discretion.
The Board of Directors recommends that the stockholders vote FOR the
ratification of the appointment of Coopers & Lybrand L.L.P. to serve as the
Company's independent auditors for the fiscal year ending December 31, 1998.
INFORMATION CONCERNING ELECTION OF DIRECTORS
Information as of April 21, 1998, concerning the principal occupation and
beneficial ownership of Common Stock of the Company for the Nominees for
election as Directors is set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE
------- --- --------
<C> <C> <S> <C>
Bruce C. Godfrey 42 Corporate Secretary of the Company since 1994
October 1997 and Executive Vice President and
Chief Financial Officer of the Company from
April 1994 to October 1997; Director,
Executive Vice President, Chief Financial
Officer and Corporate Secretary of RCN
Corporation ("RCN") since September 1997;
Executive Vice President and Chief Financial
Officer of Commonwealth Telephone
Enterprises, Inc., formerly known as C-TEC
Corporation ("CTE") since April 1994,
Director since 1995 and Corporate Secretary
since September 1997; Director and Corporate
Secretary of Cable Michigan, Inc. ("Cable
Michigan") since September 1997; Senior Vice
President and Principal of Daniels and
Associates from January 1984 to April 1994.
Clifford L. Jones 70 President, Capital Region Economic 1991
Development Corporation from September 1992
to February 1994. He also served as
President, Pennsylvania Chamber of Business &
Industry from 1983 to 1991. Mr. Jones is a
Director of Pennsylvania Power & Light, Delta
Development Group, Inc. and Benatec
Associates.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE
------- --- --------
<C> <C> <S> <C>
Michael J. Mahoney 47 President and Chief Operating Officer of 1994
the Company from February 1994 to
September 1997; President and Chief
Operating Officer, as well as a Director,
of RCN since September 1997; Director of
CTE since May 1995; President and Chief
Operating Officer from March 1994 to
September 1997, Executive Vice President
of CTE's Cable Television Group from June
of 1991 to February 1994; and Executive
Vice President of the Company from
December 1991 to February 1994.
David C. McCourt 41 Chairman and Chief Executive Officer of 1993
the Company since October 1993; Chairman,
Director and Chief Executive Officer of
RCN and Chairman, Director and Chief
Executive Officer of Cable Michigan, since
September 1997; Chairman, Director and
Chief Executive Officer of CTE since
October 1993; President and Director of
Level 3 Telecom Holdings, Inc. ("LTH");
Director of MFS Communications Company,
Inc. from July 1990 to December 1996;
President and Director of Metropolitan
Fiber Systems/McCourt, Inc., a subsidiary
of MFS Telecom, Inc., since 1988; Director
of Cable Satellite Public Affairs Network
("C-SPAN") since June 1995; Director of
WorldCom, Inc. from December 1996 to March
1998; and Director of Level 3
Communications, Inc. ("Level 3") since
January 1998.
Raymond B. Ostroski 43 Director of Cable Michigan since September 1994
1997; Executive Vice President and General
Counsel of CTE from February 1995 to
September 1997 and Corporate Secretary of
CTE from October 1989 to September 1997;
Executive Vice President and General
Counsel of the Company from February 1995
to September 1997; Vice President and
General Counsel of CTE from December 1990
to February 1995; Vice President and
General Counsel of the Company from
December 1991 to February 1995; and
Corporate Secretary of Mercom from
December 1991 to December 1994.
Harold J. Rose, Jr. 62 Chairman of the Board of Pennsylvania 1991
Millers Mutual Insurance Company and
Director of American Millers Insurance
Company. He previously was a partner of RK
Associates, a real estate management
consulting firm. In 1990, Mr. Rose retired
from Merchants Bancorp. Inc. where he
served as Chairman of the Board of both
Merchants Bank, N.A. and Merchants Bank
North, both subsidiaries of Merchants
Bancorp. Inc.
George C. Stephenson 52 Managing Director of PaineWebber, Inc. 1991
since January 1987.
</TABLE>
EXECUTIVE COMPENSATION
Except with respect to the Company's management agreement dated January 1,
1997 (the "Management Agreement"), with Cable Michigan, no executive officer
of the Company received any compensation for services rendered on behalf of
the Company during the fiscal year ended December 31, 1997. See "Certain
Transactions."
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock, as of April 1, 1998, by each director, the named executive
officers and by all persons, as a group, who are currently directors and
executive officers of the Company. Each director or executive officer has sole
investment and voting power over the shares listed opposite his name except as
set forth in the footnotes hereto:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- - ------------------------ ------------------ --------
<S> <C> <C>
John J. Gdovin.................................... -- --
Bruce C. Godfrey.................................. -- --
Mark Haverkate.................................... -- --
Clifford L. Jones................................. 300 *
Michael J. Mahoney................................ -- --
David C. McCourt.................................. -- (/1/) --
Raymond B. Ostroski............................... 4,000 *
Harold J. Rose, Jr. .............................. -- --
George C. Stephenson.............................. 5,000 *
Timothy J. Stoklosa............................... -- --
All Directors and Current Executive Officers as a
Group (15 persons)............................... 9,300 *
</TABLE>
- - --------
* Less than 1%.
(1) Excludes 50,000 shares which are owned by Mr. McCourt's wife. Mr. McCourt
disclaims beneficial ownership with respect to said shares.
CABLE MICHIGAN
Set forth below is certain information regarding the beneficial ownership of
the Common Stock of Cable Michigan as of April 1, 1998, by each director, the
named executive officers and by all persons, as a group, who are currently
directors and executive officers of the Company. Each director or executive
officer has sole investment and voting power over the shares listed opposite
his name except as set forth in the footnotes hereto:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES OUTSTANDING
DIRECTORS AND NAMED EXECUTIVE OFFICERS BENEFICIALLY OWNED(1) SHARES
- - -------------------------------------- --------------------- -----------
<S> <C> <C>
John J. Gdovin(2)........................... 1,743 *
Bruce C. Godfrey(2)......................... 4,741 *
Mark Haverkate(2)........................... 4,596 *
Clifford L. Jones........................... -- *
Michael J. Mahoney(2)....................... 4,878 *
David C. McCourt(2)(3)...................... 12,382 *
Raymond B. Ostroski......................... 18,419 *
Harold J. Rose, Jr. ........................ -- *
George C. Stephenson........................ -- *
Timothy J. Stoklosa......................... 1,014 *
All Directors and Current Executive Officers
as a Group (15 persons).................... 47,773 *
</TABLE>
- - --------
(1) Includes forfeitable Matching Shares (as defined below), and Share Units
(as defined below).
(2) Under the Cable Michigan Executive Stock Purchase Plan ("ESPP"),
participating executive officers who forgo current compensation are
credited with Cable Michigan "Share Units," the value of which is based on
the value of a share of Cable Michigan Common Stock. ESPP participants who
elect to receive Share
4
<PAGE>
Units in lieu of current compensation are also credited with restricted
"Matching Shares," which vest over a period of 3 years from the grant date,
subject to continued employment. Matching Shares, unless forfeited, have
voting and dividend rights. The holdings indicated include Share Units and
Matching Shares. The table below shows, in respect of each named executive
officer, the number of shares of Cable Michigan Common Stock purchased
outright, Share Units relating to Cable Michigan Common Stock acquired by
each named executive officer in lieu of current compensation, and the
forfeitable Matching Shares of Cable Michigan Common Stock held by each
named executive officer:
<TABLE>
<CAPTION>
SHARE UNITS TOTAL SHARES
ACQUIRED UNDER PURCHASED AND
THE ESPP IN ACQUIRED AND
SHARES LIEU OF TOTAL SHARES RESTRICTED RESTRICTED
PURCHASED CURRENT PURCHASED MATCHING MATCHING
OUTRIGHT COMPENSATION AND ACQUIRED SHARES SHARES
--------- -------------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C>
John J. Gdovin.......... 677 533 1,210 533 1,743
Bruce C. Godfrey........ 1,251 1,745 2,996 1,745 4,741
Mark Haverkate.......... 2,392 1,102 3,494 1,102 4,596
David C. McCourt........ 2,894 4,744 7,638 4,744 12,382
</TABLE>
- - --------
(3) Includes 56 shares of Cable Michigan Common Stock which are owned by Mr.
McCourt's wife. Mr. McCourt disclaims beneficial ownership of such shares.
Does not include 3,330,121 shares of Cable Michigan Common Stock held by
LTH. David C. McCourt owns 10% of LTH. The remaining 90% of Common Stock of
LTH is owned by Level 3.
The information set forth above and in "Director Information" does not give
effect to the ownership of Company securities by LTH. Certain executive
officers or directors of the Company are directly or indirectly affiliated with
LTH. For information with respect to the beneficial ownership of securities by
LTH, see "Security Ownership of Management."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
So far as is known to the Company, as of April 1, 1998, no persons, except
those listed below, owned beneficially more than five percent (5%) of the
outstanding Common Stock. With respect to the named persons, the following
information is based on Schedules 13D, 13G or Form 4 filed with the Securities
and Exchange Commission ("SEC"), copies of which were supplied to the Company
by said persons. The table below discloses the name and address of such
beneficial owners, the total number of shares beneficially owned by each and
their percentage of ownership in relation to the total shares outstanding and
entitled to vote.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- - ------------------------------------ ------------------------ ---------
<S> <C> <C>
Cable Michigan, Inc.(2)..................... 2,964,250 61.92%
105 Carnegie Center
Princeton, New Jersey 08540
Lappin Capital Management, L.P.(3).......... 600,951 12.55%
767 Third Avenue, 16th Floor
New York, New York 10017
</TABLE>
- - --------
(1) The number of shares stated in this column includes shares owned directly
or indirectly, through any contract, arrangement, understanding,
relationship or which the indicated beneficial owner otherwise has the
power to vote, or direct the voting of, and/or has investment power.
(2) Based on information set forth in Cable Michigan's Schedule 13D filed on
September 30, 1997.
(3) Based on information obtained from Form 4 for the Common Stock of the
Company filed through December 3, 1997, with the Securities and Exchange
Commission by Lappin Capital Management, L.P. and LBL Group, L.P.
5
<PAGE>
CERTAIN TRANSACTIONS
Effective January 1, 1997, the Company entered into a management agreement
with Cable Michigan pursuant to which Cable Michigan would manage the
Company's cable television systems' operations. The Company was charged
$1,204,000 in 1997 based on the management agreement approved by the Board of
Directors. RCN and its subsidiaries also supplied other services not covered
by the management agreement for approximately $27,000 in 1997.
The new Management Agreement provides that the Company will pay Cable
Michigan: (a) an annual fee equal to the greater of: (i) $500,000 or (ii) a
percentage of the Company's annual revenues (ranging from 5% of $10 million of
revenues, as defined, to 4% of revenues in excess of $20 million); and (b) an
annual incentive bonus equal to twenty-five percent (25%) of the Company's
earnings before interest, depreciation, amortization and taxes ("EBITDA") as
adjusted, during the applicable fiscal year less the base year EBITDA of $5.0
million.
RCN is under common control with Cable Michigan and certain of the Company's
officers and directors are also officers and directors of RCN and Cable
Michigan.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The Board of Directors of the Company held six (6) meetings in 1997.
The Executive Committee of the Company did not meet in 1997. The committee
members include Messrs. David C. McCourt, Chairman, Bruce C. Godfrey and
Michael J. Mahoney.
The Company does not have a nominating or compensation committee.
The Audit/Affiliated Transactions Review Committee held two (2) meetings in
1997. This committee supervised, among other things, the continuous internal
audit program of the Company, reviewed and advised the Board with respect to
affiliate transactions and advised and aided the officers of the Company in
administrative matters. The committee members include Messrs. Harold J. Rose,
Jr., Chairman, Clifford L. Jones and George C. Stephenson.
DIRECTORS' COMPENSATION
Each Director of the Company is paid an annual retainer of $6,000, plus $500
for each Board meeting attended during 1997. Committee Chairmen are paid
$1,000 for each committee meeting attended while other committee members are
paid $500 for each meeting attended. Members of the Executive Committee are
not compensated for participating in the meetings of said committee. Directors
who are also employees of RCN have authorized the payment of such fees to
their employer, RCN Services, Inc., consistent with the terms of their
employment with RCN. The following fees were paid in 1997: Clifford L. Jones
$12,000; Harold J. Rose, Jr. $13,500; George C. Stephenson $14,500; and RCN
Services, Inc. $36,000.
OTHER MATTERS
On September 30, 1997, C-TEC Corporation, now by name change, Commonwealth
Telephone Enterprises, Inc., distributed 100 percent of the outstanding shares
of common stock of its wholly owned subsidiaries, RCN and Cable Michigan, to
holders of record of CTE Common Stock and Class B Common Stock, as of the
close of business on September 19, 1997, in accordance with a distribution
agreement dated September 5, 1997, among CTE, RCN and Cable Michigan. RCN
consists primarily of CTE's former bundled residential voice, video and
Internet access operations in the Boston to Washington D.C. corridor, its
existing New York, New Jersey and Pennsylvania cable television operations, a
portion of its long distance operations, and its international
6
<PAGE>
investment in Megacable S.A. de C.V. Cable Michigan consists of CTE's former
Michigan cable operations, including its 62% ownership in Mercom.
GENERAL INFORMATION
Upon the written request of any person who, on April 28, 1998, was a record
owner of the Company's Common Stock, or who represents in good faith that he
or she was on such date a beneficial owner of stock entitled to vote at the
Annual Meeting, the Company will send to such person, without charge, a copy
of its Annual Report on Form 10-K for 1997, as filed with the Securities and
Exchange Commission. Requests for the Report should be directed to Valerie
Haertel, Director of Investor Relations, Mercom, Inc., 105 Carnegie Center,
Princeton, New Jersey 08540.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies. In addition to
the use of the mail, proxies may be solicited by officers, directors and
regular employees of the Company, personally or by telephone, telecopy or
telegraph, and the Company may reimburse persons holding stock in their names
or those of their nominees for their expenses in forwarding soliciting
materials to their principals.
It is important that proxies be returned promptly, even if you are expecting
to attend the Annual Meeting in person. Therefore, stockholders are urged to
fill in, date, sign and return the enclosed proxy in the enclosed envelope, to
which no postage need be affixed if mailed in the United States.
STOCKHOLDERS' PROPOSAL
Any stockholder who desires to submit a proposal to be considered for
inclusion in the proxy statement and proxy of the Company relating to the 1999
Annual Meeting of Stockholders must submit such proposal in writing to the
Company by January 5, 1999. Such proposals should be hand delivered or mailed,
return receipt requested, to the Secretary of the Company.
By order of the Board of Directors,
/s/ Bruce C. Godfrey
Bruce C. Godfrey,
Corporate Secretary
Dated: May 4, 1998
7
<PAGE>
MERCOM, INC.
105 CARNEGIE CENTER, PRINCETON, NEW JERSEY 08540
(609) 734-3737
<PAGE>
MERCOM, INC.
105 CARNEGIE CENTER
PRINCETON, NEW JERSEY 08540
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 28, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, hereby revoking any contrary proxy previously given, hereby
appoints David C. McCourt, Michael J. Mahoney, and Bruce C. Godfrey, and each
of them, his true and lawful agents and proxies, with full power of
substitution and revocation, to vote as indicated below, all the Common Stock
of the undersigned in MERCOM, INC. (the "Company") entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the Corporate
Headquarters of the Company, 105 Carnegie Center, Princeton, New Jersey, on
Thursday, May 28, 1998, at 11:00 a.m., local time, and at any adjournment or
postponement thereof, all as set forth in the related notice of proxy statement
for the 1998 Annual Meeting.
1. To elect seven FOR all nominees listed
Directors to below (except as marked to WITHHOLD AUTHORITY to
serve for a term the contrary) [_] vote for all nominees
of one year; and listed below [_]
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Bruce C. Godfrey, Clifford L. Jones, Michael J. Mahoney, David C. McCourt,
Raymond B. Ostroski, Harold J. Rose, Jr. and George C. Stephenson
2. To ratify the selection of Coopers & Lybrand L.L.P., as independent auditors
of the Company for the fiscal year ending December 31, 1998; and
FOR [_] AGAINST [_] ABSTAIN [_]
3. To act upon such other matters as may properly come before the meeting or
any adjournment or postponement thereof.
FOR [_] AGAINST [_] ABSTAIN [_]
(Continued, And to be Signed and Dated, on Other Side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
LISTED ON THE REVERSE SIDE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF
THE PROPOSALS ON THE REVERSE SIDE.
The undersigned acknowledges receipt of the notice and proxy statement
relating to the 1998 Annual Meeting and the Company's annual report for 1997.
Dated: _____________________________
____________________________________
Signature
____________________________________
Signature, if held jointly
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
