<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
AMTECH CORPORATION
- --------------------------------------------------------------------------------
(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)(1) 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:
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(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
AMTECH CORPORATION
17304 PRESTON ROAD
BUILDING E-100
DALLAS, TEXAS 75252
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
Notice is hereby given that the Annual Meeting (the "Meeting") of the
Shareholders of Amtech Corporation (the "Company") will be held on April 24,
1997, at 10:00 a.m., local time, at the David P. Cook Technology Center, 8600
Jefferson Street, N.E., Albuquerque, New Mexico, for the following purposes:
1. To consider and vote upon a proposal to elect David P. Cook, Stuart M.
Evans, Gary J. Fernandes, Elmer W. Johnson, Dr. Jeremy A. Landt, Thomas W.
Luce, III, James S. Marston, G. Russell Mortenson, and Antonio R. Sanchez,
Jr., as directors of the Company;
2. To ratify the selection of Ernst & Young LLP as independent auditors
for the year ending December 31, 1997; and
3. To transact any other business that properly comes before the Meeting
or any adjournment thereof.
Only shareholders of record at the close of business on March 13, 1997, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
The stock transfer books will not be closed.
The Company would like you to attend the Meeting, but understands that you
may not be able to do so. For your convenience, and to ensure that your shares
are represented and voted according to your wishes, we have enclosed a proxy
card for you to use. Please sign and date the proxy card and return it to us
as soon as possible. We have provided you with a postage-paid envelope to
return your proxy card. If you attend the Meeting, you may revoke your proxy
and vote in person.
By Order of the Board of Directors
Ronald A. Woessner
Secretary
Dallas, Texas
March 27, 1997
<PAGE>
AMTECH CORPORATION
17304 PRESTON ROAD
BUILDING E-100
DALLAS, TEXAS 75252
PROXY STATEMENT
FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
SOLICITATION
The Board of Directors of Amtech Corporation (the "Company") is soliciting
your proxy in the form of the enclosed proxy card for use at the Annual
Meeting of Shareholders of the Company (the "Meeting") to be held on April 24,
1997, 10:00 a.m., local time, at the David P. Cook Technology Center, 8600
Jefferson Street, N.E., Albuquerque, New Mexico, as set forth in the
accompanying Notice of Annual Meeting of Shareholders (the "Notice") and at
any adjournment thereof. This Proxy Statement and the enclosed proxy card are
being mailed to shareholders on or about March 27, 1997.
RECORD DATE AND VOTING SECURITIES
Only shareholders of record at the close of business on March 13, 1997, will
be entitled to vote on matters presented at the Meeting or any adjournment
thereof.
As of February 28, 1997, there were issued and outstanding 14,722,663 shares
of $.01 par value common stock of the Company ("Common Stock"). The holders of
a majority of the outstanding shares of Common Stock as of the record date
must be represented at the Meeting in person or by proxy to have a quorum for
the Meeting and to act on the matters specified in this Notice. Votes withheld
from any director nominee will be counted in determining whether a quorum has
been reached. Under the Articles of Incorporation of the Company, each share
of Common Stock is entitled to one vote on all matters brought before the
Meeting or any adjournment thereof. In the election of directors, shareholders
are not entitled to cumulate their votes and are not entitled to vote for a
greater number of persons than the number of nominees named in this Proxy
Statement.
Assuming a quorum is present, the affirmative vote of a plurality of the
shares of Common Stock voted and entitled to vote for the election of
directors is required for the election of directors. Votes may be cast in
favor of or withheld from a director nominee. Votes that are withheld from a
particular nominee will not affect the outcome of the vote. The affirmative
vote of a majority of the shares of Common Stock represented at the Meeting
and entitled to vote, if a quorum is present, is required to approve any other
matter that properly comes before the Meeting. Under applicable rules, brokers
who hold shares in street name have the authority to vote on all matters
specified in the Notice, if they do not receive voting instructions from
beneficial owners.
Under applicable law, if a broker has not received voting instructions with
respect to certain shares and gives a proxy for those shares, but does not
vote the shares on a particular matter, those shares will not affect the
outcome of the vote with respect to that matter. Any shareholder who is
present at the Meeting, but abstains from voting, will be counted for purposes
of determining whether a quorum exists. An abstention will not be counted as
an affirmative vote in the election of the directors. With respect to all
other matters, an abstention would have the same effect as a vote against the
proposal. The shareholders of the Company have no appraisal rights under Texas
law with respect to the proposals specified in the Notice.
<PAGE>
Any shareholder giving a proxy may revoke it at any time before it is voted
by giving written notice to the Company or by attending the Meeting in person
and voting such shares. Where a shareholder has appropriately specified how a
proxy is to be voted, it will be voted accordingly, and where no specific
direction is given, it will be voted FOR adoption of each of the proposals set
forth in this Notice and at the discretion of the proxy holders on all other
business that properly comes before the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of February 28, 1997, by (i) each
person who is known by the Company to own beneficially more than five percent
of the outstanding shares of Common Stock, (ii) each director and the five
most highly compensated executive officers of the Company, and (iii) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP (1)
-------------------------------
NUMBER OF PERCENTAGE OF TOTAL
SHARES SHARES OUTSTANDING(2)
--------- ---------------------
<S> <C> <C>
David P. Cook(3)............................. 27,500 *
Stuart M. Evans(4)........................... 42,000 *
Gary J. Fernandes(5)......................... 37,500 *
Elmer W. Johnson(6).......................... 33,750 *
Dr. Jeremy A. Landt(7)....................... 34,250 *
Thomas W. Luce, III.......................... 0 *
James S. Marston (3) ........................ 32,500 *
G. Russell Mortenson(8)...................... 198,554 1.34%
Antonio R. Sanchez, Jr.(9)................... 312,012 2.11%
Michael H. Wolpert........................... 3,150 *
Steve M. York(10)............................ 74,025 *
Albert Fried & Company, LLC.................. 900,682 6.12%
40 Exchange Place
New York, New York 10005
Mitsubishi Corporation(11)................... 822,823 5.59%
6-3, Marunouchi, 2-Chome
Chiyoda-Ku, Tokyo
Japan
Pioneering Management Corporation(12)........ 1,363,900 9.26%
60 State Street
Boston, Massachusetts 02109
All directors and executive officers as a
group(13).................................... 828,002 5.49%
</TABLE>
- --------
* Denotes ownership of less than 1%.
(1) Except as otherwise noted, each person has sole voting and investment
power over the Common Stock shown as beneficially owned, subject to
community property laws where applicable.
(2) Shares of Common Stock that were not outstanding but could be acquired
upon exercise of an option within 60 days of February 28, 1997, are deemed
outstanding for the purpose of computing the percentage of outstanding
shares beneficially owned by a particular person. However, such shares are
not deemed to be outstanding for the purpose of computing the percentage
of outstanding shares beneficially owned by any other person.
2
<PAGE>
(3) This individual has the right to acquire these shares under outstanding
stock options that are currently exercisable or that become exercisable
within 60 days of February 28, 1997.
(4) Includes 30,000 shares that Mr. Evans has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of February 28, 1997.
(5) Includes 27,500 shares that Mr. Fernandes has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of February 28, 1997. Also, includes 10,000
shares with respect to which Mr. Fernandes shares voting and investment
power with his spouse.
(6) Includes 32,500 shares that Mr. Johnson has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of February 28, 1997.
(7) Includes 31,250 shares that Dr. Landt has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of February 28, 1997. Also, includes 3,000
shares with respect to which Dr. Landt shares voting and investment power
with his spouse.
(8) Includes 5,000 shares that are owned by a trust for which Mr. Mortenson
serves as trustee and 131,760 shares that Mr. Mortenson has the right to
acquire under outstanding stock options that are currently exercisable or
that become exercisable within 60 days of February 28, 1997. Mr. Mortenson
disclaims beneficial ownership of the shares held by the trust.
(9) Includes 131,251 shares that are owned by family members of Mr. Sanchez or
by trusts for which Mr. Sanchez serves as trustee or is a beneficiary,
with respect to 48,751 shares of which voting and investment power are
shared. Also, includes 32,500 shares that Mr. Sanchez has the right to
acquire under outstanding stock options that are currently exercisable or
that become exercisable within 60 days of February 28, 1997.
(10) Includes 50,625 shares that Mr. York has the right to acquire under
outstanding stock options that are currently exercisable or that become
exercisable within 60 days of February 28, 1997.
(11) Includes 137,138 shares with respect to which Mitsubishi Corporation
shares voting and investment power with its wholly-owned subsidiary,
Mitsubishi International Corporation.
(12) Pioneering Management Corporation shares investment power with Pioneer
Small Company Fund.
(13) Includes all shares as to which the directors and executive officers
disclaim beneficial ownership.
3
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of March 15, 1997, the names of the
directors and executive officers of the Company and their respective ages and
positions with the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David P. Cook(2)(3)..... 45 Director
Douglas B. Davis........ 42 President--Interactive Data Group
Stuart M. Evans......... 47 Director, President--Electronic Security Group, and
Vice President-- Amtech Corporation
Gary J. Fernandes(2)(4). 54 Director
Elmer W. Johnson(1)(2).. 64 Director
Dr. Jeremy A. Landt..... 54 Director, Vice President, and Chief Technical Officer
Thomas W. Luce, III..... 56 Director
James S. Marston(1)(3).. 63 Director
G. Russell
Mortenson(3)(4)........ 47 Director, Chairman, President, and Chief Executive Officer
John D. Pellegrini...... 50 Vice President of Human Resources
Antonio R. Sanchez,
Jr.(1)(4).............. 54 Director
John E. Wilson.......... 56 President - Transportation Systems Group
Ronald A. Woessner...... 39 Vice President, General Counsel, and Secretary
Michael H. Wolpert...... 57 President and Chief Operating Officer - Cardkey Systems, Inc.
Steve M. York........... 46 Senior Vice President, Chief Financial Officer, and Treasurer
</TABLE>
- --------
(1) Member of the Audit Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Executive Committee.
(4) Member of the Nominating Committee.
David P. Cook became a director of the Company in December 1995. Mr. Cook is
a private investor and most recently served as Chairman and Chief Executive
Officer of ARBImetrics Corporation, a Dallas-based investment company. Mr.
Cook previously served as a director of Amtech Corporation from 1984 until
1990, serving as Chairman of the Executive Committee until 1990. Mr. Cook
founded and was Chief Executive Officer of Blockbuster Entertainment
Corporation from its inception until 1987. Prior to that, he was Chairman of
the Board of Cook Data Services, Inc., a software company that he also
founded.
Douglas B. Davis joined the Company in June 1987 as a software engineer, and
has served in several technical and marketing management positions since that
time. Mr. Davis was appointed President of the Company's Interactive Data
Group in January 1997. Prior to joining the Company, Mr. Davis worked for
Digital Equipment Corporation.
Stuart M. Evans has been President of the Company's Electronic Security
Group since it was created in 1995 and has served as a Vice President of the
Company since August 1995. Prior to that, he was Chairman and Chief Executive
Officer of Cotag International Limited since its formation in 1983. He
previously worked for McKinsey & Company and IBM.
Gary J. Fernandes became a director of the Company in February 1995. Mr.
Fernandes has worked in various management capacities at Electronic Data
Systems Corporation ("EDS") since 1969. He is currently
4
<PAGE>
Vice Chairman of EDS with responsibility for worldwide corporate business
development, management consulting services, multi-media services, strategic
planning and marketing. Mr. Fernandes also serves as a director on the boards
of EDS, John Wiley & Sons, Inc., Southland Corporation and A.T. Kearney, Inc.,
of which he is Chairman of the Board.
Elmer W. Johnson became a director of the Company in January 1993. Mr.
Johnson is a senior partner with the Chicago law firm of Kirkland & Ellis.
From 1983 to 1988, Mr. Johnson held various offices at General Motors
Corporation, including Executive Vice President and Director. Mr. Johnson also
serves as a director of Failure Group, Inc. (engaged in the analysis of
technical and scientific failures) and as a trustee and executive committee
member of The Aspen Institute.
Dr. Jeremy A. Landt, a co-founder of the Company, was appointed Vice
President and Chief Technical Officer of Amtech Corporation in April 1996.
Prior to that time, he served as Vice President, Research and Development, in
the Technology and Manufacturing Division of Amtech Systems Corporation and
its predecessors since October 1984. Prior to joining the Company, Dr. Landt
was a staff member of the Los Alamos National Laboratories for nine years. Dr.
Landt is an author of certain patents on which the Company's radio frequency
electronic identification technology is based.
Thomas W. Luce, III, became a director of the Company in March 1997. In
1973, Mr. Luce founded the law firm today known as Hughes & Luce, L.L.P., and
he is currently Of Counsel with the firm. Mr. Luce also serves on the boards
of Dell Computer Corporation and ENSERCH Corporation.
James S. Marston became a director of the Company in September 1991. Since
September 1987, Mr. Marston has been a Senior or Executive Vice President and
the Chief Information Officer of APL Limited, one of the largest U.S.-based
intermodal shipping companies. Between 1986 and 1987, Mr. Marston served as
President of AMR Technical Training Division, AMR Corporation.
G. Russell Mortenson joined the Company in August 1987 as President and
Chief Operating Officer. He was appointed Chief Executive Officer of the
Company effective January 1, 1992, and became Chairman in February 1997. Mr.
Mortenson served from 1983 to 1987 as managing partner of 2M Companies, a
private investment company. He was previously an attorney with the law firm of
Hughes & Hill (now Hughes & Luce, L.L.P.). Mr. Mortenson also serves as a
director of Proxim, Inc.
John D. Pellegrini joined the Company in May 1996 as Vice President of Human
Resources. From November 1990 until he joined the Company, he was Director of
Human Resources at United States Data Corporation (USDATA), a multi-national
supplier of software and services.
Antonio R. Sanchez, Jr. was one of the early investors in the Company in
1987 and became a director of the Company in February 1993. Presently, Mr.
Sanchez is Chairman of the Board and Chief Executive Officer of Sanchez-
O'Brien Oil & Gas Corporation. Mr. Sanchez also holds interests in banking,
real estate development, industrial parks, and various other investments. Mr.
Sanchez serves as a director of International Bancshares Corporation and was
recently named a member of the University of Texas Board of Regents.
John E. Wilson joined the Company in March 1995 as Senior Vice President of
Sales and Marketing of the Transportation Systems Group. In January 1997, Mr.
Wilson was named President and Chief Operating Officer of that group. From
August 1992 to March 1995, Mr. Wilson was Vice President of Sales & Marketing
of Harris Adacom Network Services, a private network integration company. From
1962 to 1992, Mr. Wilson served in various capacities at IBM, including
serving as Director of the company's software and consulting practices group
from 1988 to 1992.
Ronald A. Woessner joined the Company in April 1992 as General Counsel. He
was appointed Vice President in December 1993. He was previously a corporate
and securities attorney with the Dallas-based law firm of Johnson & Gibbs,
P.C.
Michael H. Wolpert joined the Company in August 1995 when the Company
acquired the business of Cardkey Systems, Inc. ("Cardkey"). The Company
appointed Mr. Wolpert President and Chief Operating Officer of Cardkey at the
time of the acquisition. From January 1995 to August 1995, he was employed by
the
5
<PAGE>
predecessor-in-interest to Cardkey as Vice President, Systems Product Group.
From January 1993 through December 1994 he was Vice President of Domestic
Marketing and Sales for Javelin Electronics, a leading supplier of closed
circuit television systems for the security industry. During 1991 and 1992,
Mr. Wolpert was Senior Vice President of Marketing and Sales for Iwerks
Entertainment, a global supplier of custom projection systems.
Steve M. York joined the Company in April 1990 as Vice President, Chief
Financial Officer, and Treasurer. He was appointed Senior Vice President in
April 1994. Mr. York, a Certified Public Accountant, previously held various
financial management positions with commercial operating companies and was
employed by Arthur Young & Co. (now Ernst & Young LLP).
See "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS--Business
Relationships and Transactions with Management and Related Parties" for a
description of transactions between the Company or a subsidiary and a director
and certain executive officers of the Company.
Each director serves until the next annual meeting of shareholders, unless
earlier removed in accordance with the Company's bylaws, and until the
director's successor is duly elected and qualified. Officers serve at the
discretion of the Board of Directors.
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
The Company has an Audit Committee of the Board of Directors which is
currently comprised entirely of non-employee directors. The Audit Committee
has responsibility and authority for making an annual recommendation of
independent auditors to the Board of Directors to serve as auditors of the
Company's books, records and accounts, reviewing the scope of audits made by
the independent auditors, and receiving and reviewing the audit reports
submitted by the independent auditors. The Audit Committee met twice during
the fiscal year ended December 31, 1996.
The Company has a Compensation and Stock Option Committee which is currently
comprised entirely of non-employee directors. The Committee administers the
Company's stock option plans and administers executive compensation, although
any proposed compensation arrangements for the Company's corporate officers
require approval by the Board of Directors. The Compensation and Stock Option
Committee met on three occasions during the fiscal year ended December 31,
1996.
The Company has a Nominating Committee which was established in April 1996
and currently has both employee and non-employee members. Because the Board of
Directors had nominated the directors slate for 1996 before the Nominating
Committee was established, the Nominating Committee had no occasion to meet
last year. The Committee will consider nominees for the Board of Directors
suggested by the Company's shareholders. Shareholders desiring to submit
nominations should forward them to the Secretary of the Company, Mr. Ronald A.
Woessner, at the Company's principal executive offices.
The Board of Directors met on five occasions during the fiscal year ended
December 31, 1996. Each director attended at least 75% of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by all committees of the Board on which the director served.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid by the Company for the last three fiscal years to the Company's five most
highly compensated executive officers. Immediately following the table are
summaries of any existing employment contracts with these executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------ ---------------------- -------
OTHER NUMBER OF
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARD OPTIONS PAYOUTS SATION(1)
- --------------------------- ---- ------ ------- ------- ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. RUSSELL 1996 $300,000 $58,536 -- $172,500(2) 80,000(3) -- $1,440
MORTENSON.... 1995 288,000 57,600 -- -- 100,000(2) -- 2,310
President, 1994 240,000 54,000 -- -- 96,875(4) -- 1,875
Chief
Executive
Officer, and
Chairman of
the Board
STUART M. 1996 180,550 46,958 -- 34,500(2) 30,000(3) -- --
EVANS(5)..... 1995 150,950 24,442 -- -- 40,000(2) -- --
President 1994 -- -- -- -- -- -- --
Electronic
Security
Group
JEFFREY S. 1996 175,000 27,819 -- -- 15,000 -- 80,352(7)
WETHERELL(6).. 1995 21,875 -- -- -- 45,500 -- --
President 1994 -- -- -- -- -- -- --
Transportation
Systems Group
MICHAEL H. 1996 155,000 55,425 -- -- 10,000 -- 1,875
WOLPERT...... 1995 64,583 17,050 -- -- 30,000 -- --
President and 1994 -- -- -- -- -- -- --
Chief
Operating
Officer
Cardkey
Systems, Inc.
STEVE M. 1996 175,000 43,162 -- 67,275(2) 30,000(3) -- 1,440
YORK......... 1995 157,500 32,000 -- -- 39,000(2) -- 2,310
Senior Vice 1994 128,400 23,112 -- -- 36,250(4) -- 1,875
President,
Chief
Financial
Officer, and
Treasurer
</TABLE>
- --------
(1) Represents Company contributions to the Company's 401(k) Retirement Plan,
except as otherwise indicated.
(2) The "Number of Securities Underlying Options" as reported in the Company's
1996 Proxy Statement for Messrs. Mortenson, Evans, and York included
30,000, 6,000, and 11,700 shares, respectively, which were "restricted
shares" issuable for no additional consideration when a like number of
option shares were exercised and held for the requisite period. In 1996,
when the corresponding options were exercised, these "restricted shares"
were issued. They are now reflected in the table under "Restricted Stock
Award" for 1996, and the number of shares reflected in the table under
"Number of Securities Underlying Options" for 1995 has been
correspondingly reduced by the number of "restricted shares" issued. The
"restricted shares" can be forfeited to the Company if, during the three
years following their issuance, (i) the recipient fails to hold the shares
received upon exercise of the related stock option for the requisite
period or (ii) the recipient's employment is terminated for cause or the
recipient separates from employment with the Company under certain other
circumstances. The "restricted share" awards provide for, with the consent
of the Board of Directors, lapsing of restrictions if the recipient's
employment is terminated other than for cause or if the recipient
separates from employment with the Company under certain other
circumstances.
(3) The number of shares that may be received under 1996 option grants
includes 40,000, 15,000, and 15,000 shares for Messrs. Mortenson, Evans,
and York, respectively, which represent "restricted shares" issuable for
no additional consideration if and when a like number of option shares are
exercised and held for the requisite period. See "Option Grants."
7
<PAGE>
(4) The number of shares that may be purchased under 1994 option grants
include 40,625 and 11,250 for Messrs. Mortenson and York, respectively,
which were issued pursuant to the Company's option exchange and repricing
program whereby stock option participants were given the opportunity to
exchange for cancellation outstanding options and receive an option for
50% of the shares cancelled at an option price equal to the fair market
value of the Company's Common Stock on the date of repricing.
(5) Annual compensation is paid in U.K. pound sterling and has been translated
to U.S. dollars at an average rate for the year.
(6) Has not been employed by the Company since January 1997.
(7) Represents payments to or on behalf of Mr. Wetherell for company paid
personal relocation expenses incurred in connection with Mr. Wetherell
joining the company.
Employment Contracts with Certain Executive Officers
The Company and G. Russell Mortenson are parties to an employment agreement,
which provides for a term of employment through December 31, 1997, at an
annual base salary of $300,000. The agreement also provides for the payment to
Mr. Mortenson of three times his annual base salary in the event his
employment terminates after a change in control (as defined) of the Company.
The employment agreement also contains confidentiality and non-competition
provisions. Additionally, the Company and Mr. Mortenson are parties to a
severance agreement, which, per the severance agreement formula (which is
based on years of service), as of the date hereof, provides for the payment to
him of 21 months of his base salary (less any amounts paid under the
employment agreement) in the event he has good reason (as defined) to resign
his employment or if his employment is terminated other than for cause.
A subsidiary of the Company and Stuart M. Evans are parties to an employment
agreement, which provides for a term of employment through December 31, 1997,
at an annual base salary of (Pounds)127,000 (approximately $203,500). The
employment agreement also contains confidentiality and non-competition
provisions. The Company and Mr. Evans are also parties to a severance
agreement, which, per the severance agreement formula (which is based on years
of service), as of the date hereof, provides for the payment to him of seven
months of his base salary (less any amounts paid under the employment
agreement) in the event he has good reason (as defined) to resign his
employment or if his employment is terminated other than for cause.
Jeffrey S. Wetherell, who is no longer with the Company, is receiving the
base salary provided for in his employment agreement, which expires May 31,
1997.
The Company and Michael H. Wolpert are parties to an employment agreement,
which provides for a term of employment through July 31, 1997. Mr. Wolpert's
current annual base salary is $170,500. The employment agreement contains
confidentiality and non-competition provisions. Additionally, the Company and
Mr. Wolpert are parties to a severance agreement, which, per the severance
agreement formula (which is based on years of service), as of the date hereof,
provides for the payment to him of five months of his base salary (less any
amounts paid under the employment agreement) in the event he has good reason
(as defined) to resign his employment or if his employment is terminated other
than for cause.
The Company and Steve M. York are parties to an employment agreement, which
provides for a term of employment through December 31, 1997. Mr. York's
current base salary is $193,000. The agreement also provides for the payment
to Mr. York of three times his annual base salary in the event his employment
terminates after a change in control (as defined) of the Company. The
employment agreement also contains confidentiality and non-competition
provisions. Additionally, the Company and Mr. York are parties to a severance
agreement, which, per the severance agreement formula (which is based on years
of service), as of the date hereof, provides for the payment to him of 15
months of his base salary (less any amounts paid under the employment
agreement) in the event he has good reason (as defined) to resign his
employment or if his employment is terminated other than for cause.
8
<PAGE>
Option Grants
The following table sets forth information relating to stock option grants
made by the Company to each of the Company's five most highly compensated
executive officers during the year ended December 31, 1996.
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- --------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES PRICE PER EXPIRATION ------------------------------
NAME GRANTED IN 1996 SHARE DATE 5% 10%
- ------------------------ ---------- ---------- --------- ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
G. Russell Mortenson.... 80,000(1) 19.96% (1) 10/28/1999 $ 316,000 $ 399,200
Stuart M. Evans......... 30,000(1) 7.49 (1) 10/28/1999 118,500 149,700
Jeffrey S. Wetherell.... 15,000(2) 3.74 $5.75 10/28/2006 54,300 137,400
Michael H. Wolpert...... 10,000(2) 2.50 5.75 10/28/2006 36,200 91,600
Steve M. York........... 30,000(1) 7.49 (1) 10/28/1999 118,500 149,700
</TABLE>
- --------
(1) The grant award is comprised of a stock option to acquire one half of the
shares indicated in the table and the right to receive a matching number
of "restricted shares" upon the occurrence of certain events. The stock
options are exercisable six months from the date of grant, have an
exercise price of $6.00 per share, which represents the fair market value
on the date of grant, and expire three years from the date of grant. For
those option shares exercised, a matching number of "restricted shares"
are awarded to the recipient for no additional consideration. The
"restricted shares" can be forfeited to the Company if, during the three
years following their issuance, (i) the recipient fails to hold the shares
received upon exercise of the related stock option for the requisite
period or (ii) the recipient's employment is terminated for cause or the
recipient separates from employment with the Company under certain other
circumstances. The "restricted share" awards provide for, with the consent
of the Board of Directors, lapsing of restrictions if the recipient's
employment is terminated other than for cause or if the recipient
separates from employment with the Company under certain other
circumstances. If a recipient elects, the Company will provide secured
financing for the exercise price payable to the Company with respect to
the exercise of the stock options. The maximum amount of available loans
associated with these grants is $420,000.
(2) Options become exercisable as follows: 45% on October 29, 1999, and the
remaining 55% on April 29, 2002, or earlier at predetermined percentages
if the Common Stock is traded at certain appreciated price targets for a
consecutive 90 day period. In the event of a change in control of the
Company (as defined), the options become immediately exercisable.
9
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Value
The following table sets forth information relating to the exercises of
stock options by each of the Company's five most highly compensated executive
officers during the year ended December 31, 1996, and the value of unexercised
stock options as of December 31, 1996.
AGGREGATED OPTION EXERCISES IN 1996 AND
DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTION EXERCISES OPTIONS AT IN-THE-MONEY OPTIONS AT
DURING 1996 DECEMBER 31, 1996 DECEMBER 31, 1996
-------------------- ------------------------- -------------------------
NUMBER OF
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Russell Mortenson.... 30,000 $15,000 51,760 187,500 $38,137 $383,850
Stuart M. Evans......... 6,000 3,000 -- 64,000 -- 127,296
Jeffrey S. Wetherell.... -- -- 21,000 39,500 86,290 52,306
Michael H. Wolpert...... -- -- -- 40,000 -- 8,590
Steve M. York........... 19,200 31,470 19,688 85,112 -- 145,371
</TABLE>
Compensation of Directors
For serving on the Company's Board of Directors and related committees, a
"Qualifying External Director" receives an annual fee of $15,000. Each such
director also receives an automatic one-time grant of options to acquire
25,000 shares of the Company's Common Stock at the time of initial election or
appointment to the Board. A "Qualifying External Director" is a non-employee
director who does not, directly or indirectly, beneficially own, or is not an
employee, affiliate, or designee to the Board of Directors of a person that
directly or indirectly beneficially owns, more than 5% of the Company's Common
Stock. In addition, except as discussed below, a Qualifying External Director
receives an automatic grant of 2,500 options annually while continuing to
serve on the Board of Directors.
The Board of Directors has adopted share ownership guidelines for the
Company's non-employee directors. Under these guidelines, non-employee
directors are encouraged to own at least 10,000 shares of the Company's Common
Stock. Non-employee directors who were serving on the Company's Board of
Directors on December 14, 1995, are encouraged to acquire such ownership by
December 31, 1998. Non-employee directors first elected or appointed to the
Board of Directors after such date are encouraged to acquire such ownership by
the third anniversary of their election or appointment. Non-employee directors
who do not achieve these share ownership amounts are not eligible to receive
the annually recurring 2,500 share option grants discussed above.
Business Relationships and Transactions with Management and Related Parties
Mr. Sanchez, a director of the Company, is a director of the International
Bank of Commerce, Laredo, Texas ("IBC") and a director and shareholder of
IBC's publicly-traded holding company, International Bancshares Corporation.
The Company has had a banking relationship with IBC since 1989 and maintains a
checking account and short-term investments with IBC. The average month-end
balance during 1996 of such checking account and short-term investments was
approximately $1,484,000. In 1997, IBC provided a $3.8 million letter of
credit, which is secured by short-term investments on deposit with IBC, to
support a contract performance bond related to a public toll authority
contract.
Messrs. Mortenson, Evans, and York are indebted to the Company in the
principal amount of $157,500, $31,500, and $61,425, respectively, which
amounts represent monies loaned by the Company in 1996 to fund the exercise of
retention incentive options. Each individual's indebtedness is represented by
a promissory note.
10
<PAGE>
The notes bear interest at a rate of 6.61% (per annum) and are secured by the
shares issued upon exercise of the retention incentive options. The entire
principal amount of the notes is due and payable in May 2000 (unless becoming
due earlier under certain circumstances described in the notes).
Thomas W. Luce, III, a director of the Company, is Of Counsel with Hughes &
Luce, L.L.P., the Company's corporate/securities legal counsel.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
As noted below under "REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION,"
the entire Board of Directors established the Company's compensation policies
in 1996 and made the pertinent compensation decisions after prior review and
recommendation from the Compensation and Stock Option Committee of the Board
of Directors. Messrs. Mortenson and Evans and Dr. Landt, each of whom is an
officer and director of the Company, and Mr. Wetherell, who was formerly an
officer and director of the Company, participated in deliberations of the
Company's Board of Directors concerning executive compensation during the
fiscal year ended December 31, 1996. See "MANAGEMENT -- DIRECTORS AND
EXECUTIVE OFFICERS." In addition, Mr. Sanchez, a member of the Compensation
and Stock Option Committee during part of 1996, is a director of a bank (and a
director and stockholder of the bank's holding company) with which the Company
does business. See "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS -
Business Relationships and Transactions with Management and Related Parties."
REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION
The entire Board of Directors established the Company's compensation
policies in 1996 and made the compensation decisions described herein after
prior review and recommendations from the Compensation and Stock Option
Committee (the "Committee") of the Board of Directors. The Committee is
comprised entirely of directors who are not officers or employees of the
Company.
Compensation Philosophy and Objectives
The Committee is responsible for recommending to the full Board of Directors
compensation programs for the Company and its subsidiaries that are designed
to attract, motivate and retain key executives responsible for the long-term
success of the Company. The compensation program for senior executives of each
of the Company's market-oriented groups is developed by the president of the
market-oriented group, the Company's Vice President of Human Resources, and
the Company's Chief Executive Officer. The compensation program for corporate
officers of the Company is developed by the Company's Vice President of Human
Resources and the Company's Chief Executive Officer. Compensation proposed to
be paid to senior executives of a market-oriented group requires the review
and approval of the Committee, while compensation proposed to be paid to
corporate officers of the Company requires the review and approval of the
Committee and ratification by the full Board of Directors. The Company
believes that non-cash compensation paid to the named executive officers will
comply with the conditions of (S)162(m) of the Internal Revenue Code of 1986,
as amended, and will, therefore, be deductible for federal income tax
purposes.
The policy of the Board of Directors is to determine executive compensation
in a competitive framework based on individual contributions, teamwork, and
market-oriented group and overall Company financial results. The Board's
policy is based on the following objectives:
. To enhance the Company's competitiveness in attracting and retaining
qualified executives.
. To align the interests of executive officers with those of shareholders
by linking executive officers' long-term earnings to the long-term
success of the Company, using stock-based incentive compensation and
stock ownership guidelines.
. To reward individual performance as well as team accomplishments through
annual at-risk variable compensation awards related to attainment of
individual as well as Company and business unit performance objectives.
Compensation Components and Process
The three primary components of the Company's executive compensation are
base salary, annual cash incentive awards and long-term stock-based incentive
awards.
11
<PAGE>
Factors considered in making decisions relating to base salaries include the
individual executive officer's compensation history, work experience with the
Company and individual talents and the recommendations of the Chief Executive
Officer or the president of the market-oriented group. Also, from time-to-
time, the Company considers compensation practices of peer companies in terms
of size, geographic location and industry category as reported in surveys
compiled by consulting firms. The Company also, from time-to-time, solicits
advice from independent compensation consultants. In 1996, the Board did not
assign specific weights to any factor it considered in making base salary
compensation decisions. In 1996, the Company's executive officers received
either no increase in base salary or a cost of living adjustment of
approximately 4%.
Each of the Company's five most highly compensated executive officers earned
cash incentive bonuses for 1996. In accordance with the bonus plan approved by
the Board of Directors, a portion of the amount of the bonuses for each of the
four officers reporting to the Chief Executive Officer was determined in his
discretion, considering, in part, the individual officer's attainment of
specified management objectives and a portion was determined based upon the
achievement of specified financial operating income targets.
As noted in the Summary Compensation Table, Mr. Mortenson's compensation in
1996 consisted of $300,000 base salary, $58,536 in cash bonuses, stock option
grants and $1,440 in Company contributions to the Company's 401(k) Retirement
Plan. Mr. Mortenson received a cost of living increase of approximately 4% in
annual base salary in 1996. Of the bonus amount paid to Mr. Mortenson, $33,536
was paid based on the Company's achievement of specified financial operating
income targets and the remainder was determined in the discretion of the Board
based on Mr. Mortenson's overall performance in carrying out his executive
responsibilities. The Board did not assign "weights" to each measure of Mr.
Mortenson's overall achievements that it considered in exercising its
discretion.
The Company has typically utilized stock option grants under the Company's
stock option plans to link executive compensation to stock price performance
and to provide long-term incentives. In 1996, two key features of the
Company's practice with respect to stock option grants were:
. share ownership guidelines whereby, within five years, the Company's
Chief Executive Officer is to hold Common Stock with a minimum value of
three times his annual base salary; and each of the Chief Financial
Officer and the presidents of the Company's three market-oriented groups
is to hold Common Stock with a minimum value of 1.25 times his annual
base salary.
. option grants to the Company's Chief Executive Officer and Chief
Financial Officer were "retention incentive options" and option grants to
the presidents of the Company's market-oriented groups were either non-
qualified stock options or "retention incentive options."
David P. Cook
Stuart M. Evans
Gary J. Fernandes
Elmer W. Johnson
Dr. Jeremy A. Landt
James S. Marston
G. Russell Mortenson
Antonio R. Sanchez, Jr.
This Report will not be deemed to be incorporated by reference in any filing
by the Company under the Securities Act of 1933 (the "Securities Act") or the
Securities Exchange Act of 1934 ("Exchange Act"), except to the extent that
the Company specifically incorporates this Report by reference.
12
<PAGE>
Performance Graph
The following graph shows a comparison of cumulative total returns of an
investment in (i) the Company's Common Stock, (ii) the Center for Research in
Securities Prices ("CRSP") Total Return Index for The NASDAQ Stock Market
(U.S. companies), and (iii) the CRSP Total Return Index for NASDAQ Electronic
Component Stocks, in each case, for the period since December 31, 1991. The
comparison assumes $100 was invested on December 31, 1991, in the Company's
Common Stock and in each of the two indices and assumes reinvestment of
dividends. A listing of the companies comprising each of the CRSP-NASDAQ
indices used in the following graph is available, without charge, upon written
request.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG AMTECH CORPORATION, CRSP-NASDAQ STOCK MARKET (U.S.) AND
CRSP-NASDAQ ELECTRONIC COMPONENT STOCKS
<TABLE>
<CAPTION>
CRSP-NASDAQ
CRSP-NASDAQ ELECTRONIC
Measurement period AMTECH STOCK MARKET COMPONENT
(Fiscal Year Covered) CORPORATION (U.S.) STOCKS
- ----------------------- ----------- ------------- -----------
<S> <C> <C> <C>
12/91 $100.00 $100.00 $100.00
12/92 $133.96 $116.38 $156.35
12/93 $160.75 $133.59 $214.66
12/94 $ 64.47 $130.59 $237.15
12/95 $ 34.33 $184.67 $392.80
12/96 $ 44.27 $227.16 $678.99
</TABLE>
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Performance Graph will not be
deemed to be incorporated by reference in any filing by the Company under the
Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates the graph by reference.
13
<PAGE>
MATTERS TO BE BROUGHT BEFORE THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Nine directors will be elected at the Meeting. The persons named below have
been nominated for election as directors. Should any nominee become unable or
unwilling to accept nomination or election, no person will be substituted in
his stead and the Board of Directors, in accordance with the bylaws of the
Company, will by resolution reduce the number of members of the Board of
Directors accordingly. The Board of Directors has no reason to believe that
any of the nominees will be unable or unwilling to serve if elected, and to
the knowledge of the Board of Directors, each of the nominees intends to serve
the entire term for which election is sought. Each director will serve until
his successor has been duly elected and qualified.
<TABLE>
<CAPTION>
NAME (1) PRINCIPAL OCCUPATION DIRECTOR SINCE
-------- -------------------- --------------
<S> <C> <C>
David P. Cook........... Private Investor 1995(2)
Stuart M. Evans......... President--Electronic Security Group 1996
Gary J. Fernandes....... Vice Chairman, Electronic Data Systems Corporation 1995
Elmer W. Johnson........ Senior Partner, Kirkland & Ellis 1993
Dr. Jeremy A. Landt..... Vice President and Chief Technical Officer--Amtech Corporation 1989
Thomas W. Luce, III..... Of Counsel, Hughes & Luce, L.L.P. 1997
James S. Marston........ Executive Vice President and Chief Information Officer, 1991
APL Limited
G. Russell Mortenson.... Chairman, President, and Chief Executive Officer 1988
--Amtech Corporation
Antonio R. Sanchez, Chairman of the Board and Chief Executive 1993
Jr...................... Officer, Sanchez-O'Brien Oil & Gas Corporation
</TABLE>
- --------
(1) For information concerning the ages, business experience and background of
the nominees, see "MANAGEMENT -- DIRECTORS AND EXECUTIVE OFFICERS."
(2) Mr. Cook also served on the Company's Board of Directors from 1984 to
1990.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP served as independent auditors of the Company for the
fiscal year ended December 31, 1996, and has reported on the Company's
financial statements. The Board of Directors, upon the recommendation of its
Audit Committee, has selected Ernst & Young LLP as independent auditors of the
Company for its fiscal year ending December 31, 1997, and recommends that the
shareholders ratify this selection.
A representative of Ernst & Young LLP is expected to be present at the
Meeting, and will be afforded an opportunity to make a statement, if such
representative so desires, and to respond to appropriate questions.
Although shareholder ratification is not required to select Ernst & Young
LLP as independent auditors, the selection is being submitted to shareholders
for ratification at the Meeting for the purpose of obtaining shareholders'
opinions on such selection. The Board of Directors will consider any such
opinions given in its future deliberations on the selection of independent
auditors.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
14
<PAGE>
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholders intending to submit proposals to be included in the proxy
materials for the 1998 Annual Meeting of Shareholders must submit their
proposals in writing so that they will be received by the Company no later
than November 27, 1997. The proposals should be directed to the Secretary of
the Company, Mr. Ronald A. Woessner, Secretary, Amtech Corporation, 17304
Preston Road, Building E-100, Dallas, Texas 75252. Under Rule 14a-8
promulgated under the Securities and Exchange Act of 1934, as amended,
proposals of shareholders must conform to certain requirements as to form and
may be omitted from the proxy materials under certain circumstances. In order
to avoid unnecessary expenditures of time and money by shareholders and the
Company, shareholders are urged to review this Rule and, if questions arise,
consult legal counsel prior to submitting a proposal to the Company.
MISCELLANEOUS
The Board of Directors of the Company knows of no matters other than those
described herein that will be presented for consideration at the Meeting. If,
however, other matters come before the Meeting, the proxy holders intend to
vote all proxies in accordance with their best judgment in the interest of the
Company.
The cost of solicitation of proxies, including the cost of preparing,
printing, and mailing proxy materials and the cost of reimbursing brokers for
forwarding proxies and Proxy Statements to their principals, will be borne by
the Company. The Company has engaged Corporate Investor Communications, Inc.
to assist in the solicitation of proxies from shareholders at a fee of
approximately $5,000 plus reimbursement of reasonable out-of-pocket expenses.
Proxies may also be solicited without extra compensation by the officers and
employees of the Company by telephone, telegraph, telefax or personally.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of shares of Common Stock held of record by such persons,
and the Company may reimburse them for reasonable out-of-pocket expenses
incurred by them.
PLEASE DATE, SIGN AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. A
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF
FURTHER MAILINGS.
A copy of the Company's 1996 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation material.
By Order of the Board of Directors
Ronald A. Woessner
Secretary
Dallas, Texas
March 27, 1997
15
<PAGE>
AMTECH CORPORATION
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING
OF SHAREHOLDERS AT 10:00 A.M., THURSDAY, APRIL 24, 1997
The undersigned shareholder of Amtech Corporation (the "Company") hereby
appoints G. Russell Mortenson and Steve M. York, or either of them, as proxies,
each with full powers of substitution, to vote the shares of the undersigned at
the above-stated Annual Meeting and at any adjournment thereof:
Election of Directors, Nominees: (change of address)
---------------------------
David P. Cook, ---------------------------
Stuart M. Evans, ---------------------------
Gary J. Fernandes,
Elmer W. Johnson,
Dr. Jeremy A. Landt,
Thomas W. Luce, III,
James S. Marston,
G. Russell Mortenson,
and Antonio R. Sanchez, Jr.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
ACCORDING TO YOUR DIRECTIONS MADE ON THE REVERSE SIDE. IF YOU DO NOT VOTE ON A
PARTICULAR ITEM (OTHER THAN ITEM (3)), THIS PROXY WILL BE VOTED "FOR" THAT
ITEM. THE PROXY HOLDERS WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER
REFERRED TO IN ITEM (3). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED.
NO.
SEE
REVERSE
SIDE
P R O X Y
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
[X] Please mark your |
votes as in this |_____
example.
FOR WITHHELD
all nominees to vote for all FOR AGAINST ABSTAIN
listed below nominees below
1 Election of [_] [_] 2 Ratification of the [_] [_] [_] 3 On any other business
Directors: selection of Ernst & that properly comes be-
(see reverse) Young LLP as fore the meeting or any
independent auditors adjournment thereof.
for the year ending
December 31, 1997
INSTRUCTION: To withhold authority
to vote for an individual nominee,
write that nominee's name on the
following line.
----------------------------------
The undersigned revokes
any proxies given prior to
the date hereof.
SIGNATURE(S)________________________________________________ DATE ________________
SIGNATURE(S)________________________________________________ DATE ________________
NOTE: Receipt herewith of the Company's 1996 Annual Report and Notice of Annual Meeting and Proxy Statement, dated March
27, 1997, is hereby acknowledged. (Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on this
card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give your
FULL title.) PLEASE SIGN, DATE AND MAIL TODAY.
</TABLE>
