<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] 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 sec. 240.14a-11(c) or sec. 240.14a-12
Craftmade International, 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)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] 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:
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(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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<PAGE> 2
September 30, 1997
TO OUR SHAREHOLDERS:
You are cordially invited to attend our 1997 annual meeting of shareholders
which will be held on October 31, 1997 at 10:00 a.m., local time, at our
corporate office, 650 South Royal Lane, Suite 100, Coppell, Texas.
We're holding this year's annual meeting at our corporate office to provide our
shareholders an opportunity to visit our facility and see Craftmade at work. We
feel this is the best way for our investors to see for themselves what the
company is all about.
Please read these materials so that you'll know what we plan to do at the
meeting. Also, please sign and return the accompanying proxy card. This way,
your shares will be voted as you direct even if you can't attend the meeting.
If you would like to attend, please see the instructions on "How to Attend the
Meeting".
/s/ JAMES R. RIDINGS
- ---------------------
James R. Ridings
Chairman of the Board
<PAGE> 3
[LOGO]
CRAFTMADE INTERNATIONAL, INC.
650 South Royal Lane, Suite 100
Coppell, Texas 75019
NOTICE OF THE 1997 ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Craftmade International, Inc.
(Company) will be held on Friday, October 31, 1997 at 10:00 a.m., local time, at
the Company's office at 650 South Royal Lane, Suite 100, Coppell, Texas, for
the following purposes:
(1) To elect five (5) directors to serve until the next annual meeting of
shareholders of the Company and until their successors have been
elected and qualified;
(2) To ratify and approve the selection of Price Waterhouse LLP as the
Company's auditors for 1998; and
(3) To transact any other business properly before the annual meeting.
Only shareholders of record at the close of business on September 30, 1997
can vote at the meeting.
A complete list of shareholders entitled to vote at the annual meeting
will be maintained at the Company's offices at 650 South Royal Lane, Suite 100,
Coppell, Texas 75019, for ten days prior to the annual meeting.
All shareholders are cordially invited to attend the annual meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON. ATTENDANCE AT THE ANNUAL MEETING IS
LIMITED TO SHAREHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY.
By Order of the Board of Directors,
/s/ KENNETH M. CANCIENNE
------------------------
Kenneth M. Cancienne
Secretary
Coppell, Texas
October 1, 1997
<PAGE> 4
PROXY STATEMENT
CRAFTMADE INTERNATIONAL, INC. October 1, 1997
650 SOUTH ROYAL LANE, SUITE 100
COPPELL, TEXAS 75019
The Board of Directors is soliciting proxies to be used at the 1997 annual
meeting of shareholders. This proxy statement, the form of proxy and annual
report to shareholders were first mailed to shareholders on October 1, 1997.
WHO CAN VOTE
Record holders of common stock of the Company (common stock) at the close of
business on September 30, 1997 (Record Date), may vote at the meeting. On the
Record Date, 2,900,000 shares of common stock were outstanding. Each
shareholder has one vote for each share of common stock.
REQUIRED VOTES
In order for the shareholders to conduct business at the annual meeting, a
quorum must be present. The Bylaws of the Company provide that the meeting will
have a quorum if holders of a majority of outstanding shares of common stock
are present in person or represented at the meeting by proxy.
The total number of votes that could be cast at the meeting is the number of
votes actually cast plus the number of abstentions. Abstentions and broker
non-votes are counted as "shares present" at the meeting for purposes of
determining whether a quorum exists. Proxies submitted by brokers that do not
indicate a vote for some or all of the proposals because they don't have
discretionary voting and haven't received instructions as to how to vote on
those proposals (so-called "broker non-votes") are considered "shares present"
and have the effect of a negative vote on the election of Price Waterhouse.
PROPOSALS TO BE VOTED UPON
1. Election of Directors.
Nominees for election this year are James R. Ridings, Clifford Crimmings,
Kenneth M. Cancienne, A. Paul Knuckley and Jerry E. Kimmel.
If any director is unable to stand for election, the Board may, by resolution,
provide for a lesser number of directors or designate a substitute. In the
latter event, shares represented by proxies may be voted for a substitute
director.
We need the affirmative vote of a plurality of the outstanding shares of common
stock. Your Board recommends a vote FOR these directors. Abstentions and broker
non-votes for directors will have no effect on the vote for election of
directors.
2. Ratification of Price Waterhouse LLP as Independent Accountants.
Price Waterhouse (PW) has been our independent public accountant for many
years. The Audit Committee and the Board believe that PW's long-term knowledge
of the Company is invaluable. Partners and employees of the firm engaged in
audits are periodically changed, providing the Company with new expertise and
experience. Representatives of PW have direct access to members of the Audit
Committee and regularly attend their meetings. Representatives of PW will
attend the annual meeting to answer appropriate questions and make a statement
if they desire.
We need the affirmative vote of the majority of shares present in person or by
proxy and entitled to vote at the meeting in order to ratify PW as independent
accountants for 1998. The Audit Committee and the Board recommend a vote FOR
Price Waterhouse as independent accountants for 1998. Abstentions and broker
non-votes will have the same effect as votes against.
<PAGE> 5
HOW YOU CAN VOTE
If you return your signed proxy to us before the annual meeting, we will vote
your shares as you direct. You can specify on your proxy whether your shares
should be voted for all, some, or none of the nominees for director. You can
also specify whether you approve, disapprove, or abstain from the election of
Price Waterhouse LLP as the Company's auditors for 1998.
IF YOU DO NOT SPECIFY ON YOUR PROXY CARD HOW YOU WANT TO VOTE YOUR SHARES, WE
WILL VOTE THEM "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTOR AS SET FORTH
UNDER "ELECTION OF DIRECTORS" AND "FOR" THE APPROVAL OF PRICE WATERHOUSE.
REVOCATION OF PROXIES
You can revoke your proxy at any time before it is exercised in any of three
ways:
(1) by submitting written notice of revocation to the Secretary;
(2) by submitting another proxy that is properly signed and later
dated; or
(3) by voting in person at the meeting.
OTHER MATTERS TO BE ACTED UPON AT THE MEETING
We do not know of any other matters to be presented or acted upon at the annual
meeting. Under our Bylaws, if any other matter is presented at the meeting on
which a vote may properly be taken, the shares represented by proxies in the
accompanying form will be voted in accordance with the judgment of the person
or persons voting those shares.
HOW TO ATTEND THE MEETING
We encourage all holders of common stock on the Record Date to attend the
annual meeting. This will give you an opportunity to visit the Company's
facility, talk to management and vote your shares in person. If you are
interested in attending, call our Corporate Secretary, Kenneth M. Cancienne, at
(800) 527-2578 for directions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth information with respect to the shareholders who
were known to the Company to own beneficially more than 5% of the outstanding
shares of common stock at August 31, 1997.
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Percent
of Beneficial Owner Owned(1) of Class
- ------------------- ------- --------
<S> <C> <C>
James R. Ridings(2) 632,486 21.8%
650 South Royal Lane, Suite 100
Coppell, Texas 75019
</TABLE>
- -----------
(1) Unless otherwise indicated, all shares listed are directly held with sole
voting and investment power.
(2) Mr. Ridings is President, Chairman of the Board and Chief Executive
Officer of the Company.
ELECTION OF DIRECTORS
Five directors will be elected at this year's annual meeting. Each director
will serve until the next annual meeting and until he is succeeded by another
director who has been duly elected and qualified.
<PAGE> 6
We will vote your shares as you specify on the enclosed proxy form. If you
sign, date, and return the proxy form, but don't specify how you want your
shares voted, we will vote them for the election of all the nominees listed
below. If unforeseen circumstances (such as death or disability) make it
necessary for the Board of Directors to substitute another person for any of
the nominees, we will vote your shares for that person. Proxies can't be voted
for the election of more than five persons to the Board.
Each of the nominees for director is now a member of the Board of Directors.
The table below sets forth pertinent information with respect to the nominees
for director, and executive officers including their beneficial ownership of
shares of common stock at August 31, 1997. Each nominee has consented to serve
as a director if elected. The following information about the nominees was
provided by the nominees.
NOMINEES
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned(1)
Name, Age, Principal -----------------------
Occupation and Other Number Percent
Directorships of Shares of Class
------------- --------- --------
<S> <C> <C>
James R. Ridings.............................................. 632,486 21.8%
Mr. Ridings, age 47, has served as Chairman and Chief Executive Officer of
the Company since December 1986 and President since October 1989. Mr.
Ridings has been a Director of the Company since its organization in July
1985 and was a Vice President between July 1985 and December 1986. Between
March 1971 and December 1984, Mr. Ridings was a sales representative with
Kevco, Incorporated, Fort Worth, Texas, and its predecessor company, a
wholesale distributor of ceiling fans, plumbing supplies and mobile home
accessories.
Clifford Crimmings......................................... 55,000 1.9%
Mr. Crimmings, age 47, has served as Vice President of Marketing of the
Company since its organization in July 1985 and a Director since June 1987.
Between May 1969 and July 1985, Mr. Crimmings was employed as a sales
representative and then sales manager with Kevco, Incorporated and its
predecessor company.
Kenneth M. Cancienne....................................... 15,000(2) *
Mr. Cancienne, age 34, has served as Secretary since May 1996, Vice
President and Chief Financial Officer of the Company since June 1991,
Controller since May 1990 and a Director since April 1992. Between May
1988 and May 1990, Mr. Cancienne was an accountant for Whitsell and
Company, P.C., Arlington, Texas, a public accounting firm. Between May
1985 and May 1988, Mr. Cancienne was an accountant for Postlethwaite and
Netterville, Baton Rouge, Louisiana, a public accounting firm. Mr.
Cancienne holds a B.B.A. degree in Accounting from Louisiana State
University where he graduated in May 1985. Mr. Cancienne has been a
Certified Public Accountant since October 1987.
A. Paul Knuckley........................................... 5,000(3) *
Mr. Knuckley, age 48, has served since 1974 as President and Chief
Executive Officer of Knuckley Inc., d.b.a. Ditch Witch of East Texas, and
as owner and Vice-President of Witch Equipment Co., Inc. of Arlington,
Texas. Prior to 1974, Mr. Knuckley was employed by John Hancock Mutual
Life Insurance Company as a life and health underwriter. Mr. Knuckley
received a B.B.A. degree from Texas Tech University in 1971 in both
Personnel and Administrative Management. Mr. Knuckley has previously
served on the Advisory Board of Charles Machine Works and the Southwest
Rental Exposition Board. He is and has been for more than the preceding
five years active as a private investor. Mr. Knuckley has served as
director of the Company since October 1996.
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
Jerry E. Kimmel................................................. - *
Mr. Kimmel, age 60, is a founder of Kevco, Inc. serving as President from
1964 to 1993, and as Chairman of the Board, President and Chief Executive
Officer since then. Mr. Kimmel has served as Chairman of the Board of
Governors of the Manufactured Housing Institute, a leading manufactured
housing trade group. In 1992, Mr. Kimmel was inducted into the MH/RV Hall
of Fame and in 1995 was selected Entrepreneur of the Year for manufac-
turing and distribution division for the southwest region. Mr. Kimmel has
served as a director of the Company since October 1996.
All directors and executive officers as a group (5 persons)..... 707,486(2) 24.4%
</TABLE>
* Less than 1%
(1) Unless otherwise indicated, all shares listed are directly held with sole
voting and investment power.
(2) Represents options to purchase 15,000 shares of common stock of the
Company.
(3) Includes 1,000 shares in a partnership in which Mr. Knuckley owns a 50%
interest.
Directors who are not otherwise salaried employees of the Company are
compensated by payment of $1,000 in the form of common stock per board meeting
attended in consideration for such service. Directors do not receive any
additional compensation for their attendance at committee meetings. In
addition, directors will be reimbursed for reasonable expenses incurred in
connection with their attendance at meetings.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Board of Directors established an executive compensation
committee (Committee) during March 1993 consisting of all outside directors.
The Committee is responsible for reviewing and recommending compensation awards
for the Company's senior executives, including the Chief Executive Officer. The
following outlines the Committee's philosophy and objectives relative to
executive compensation.
The Committee believes that the overall objective of the executive compensation
program should be to encourage and reward enhancement of shareholder value. The
Committee believes that the executive compensation program should be a
comprehensive plan that will (i) motivate executives for long-term management
of the Company resulting in increased shareholder value; (ii) reward effective
management for the Company through annual performance evaluations; and (iii)
attract and retain key executives through competitive salaries and other
incentives.
This report is submitted by the members of the Committee.
OTHER COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met twice during the fiscal year ended June 30, 1997.
The Company at present has no standing nominating committee because the Board
as a whole functions in this capacity, although it may consider constituting
such committee in the future if the growth and complexity of its operations so
warrants or if compliance with regulatory procedures is necessitated. In April
1992, the Board constituted its audit committee consisting of all Directors who
are neither officers nor employees of the Company, and Mr. Kenneth M.
Cancienne, the Company's Chief Financial Officer. One meeting of the audit
committee was held during the Company's 1997 fiscal year. The audit committee
meets with management to consider the adequacy of the internal controls of the
Company and the objectivity of financial reporting. The audit committee also
meets with the independent auditors and with appropriate Company financial
personnel and internal auditors about these matters. The committee recommends
to the Board the appointment of the independent auditors, subject to
ratification by the Shareholders at the annual meeting. Both the internal
auditors and the independent auditors periodically meet alone with the audit
committee and always have unrestricted access to the committee.
<PAGE> 8
No incumbent director attended fewer than 75% of the total number of meetings
of the Board of Directors and of the committee of the Board on which he served.
EXECUTIVE COMPENSATION
The following table sets forth compensation awarded by the Company to its Chief
Executive Officer and its two other executive officers for services rendered
during the fiscal years ended June 30, 1995, 1996 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------- Long-Term
Other Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation Awards Compensation
---- -------- ----- ------------ ------ ------------
<S> <C> <C> <C> <C> <C> <C>
James R. Ridings .................. 1997 $273,000 0 0 0 0
Chairman of the Board of 1996 $260,000 0 0 0 0
Directors, President and 1995 $267,924 0 0 0 0
Chief Executive Officer
Kenneth M. Cancienne .............. 1997 $115,506 0 0 0 0
Chief Financial Officer, Secretary, 1996 $110,006 0 0 0 0
Treasurer and Director 1995 $112,552 0 0 0 0
Clifford Crimmings ................ 1997 $157,520 0 0 0 0
Vice President of Marketing 1996 $150,020 0 0 0 0
and Director 1995 $155,104 0 0 0 0
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table provides information related to the number of shares of
common stock received upon exercise of options, the aggregate dollar value
realized upon exercise and the number and value of options held by the named
executive officers of the Company at June 30, 1997. The named executive
officers were not granted any stock options during the year ended June 30,
1997.
<TABLE>
<CAPTION>
Unexercised Options at June 30, 1997
------------------------------------
Number of Securities
Underlying Unexercised Value of Unexpired
Shares Acquired Options In-The-Money Options
Name on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
----------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
James R. Ridings ....................... 0 $0 0 $0/0
Kenneth M. Cancienne ................... 0 $0 15,000 $6,563/0
Clifford Crimmings ..................... 0 $0 0 $0/0
</TABLE>
EMPLOYEE STOCK OPTIONS
On December 31, 1992, the Company granted to two key employees options to
purchase an aggregate of 30,000 shares of common stock of the Company at $6.56
per share, the average market value of common stock at date of grant. Under the
terms of the grant, the right to exercise such options fully vested in fiscal
1994, provided such individuals remained in the employ of the Company.
<PAGE> 9
The options are exercisable for a five-year period subsequent to vesting,
except that following departure from the Company, exercisable options that have
accrued must be exercised within three months of termination of employment. The
exercise period is accelerated in the event of death, disability or early
retirement.
A summary of outstanding options are as follows:
<TABLE>
Number of Shares
<S> <C>
Outstanding at June 30, 1995 30,000
Exercised -
------
Outstanding at June 30, 1996 30,000
Exercised -
------
Outstanding at June 30, 1997 30,000
======
Exercisable at June 30, 1997 30,000
======
</TABLE>
The Company had no other stock options outstanding at June 30, 1997, nor did
the Company have any stock option or other incentive compensation plans in
effect at such date.
THE STOCK PERFORMANCE GRAPH
The following graph provides an indicator of and compares the percentage change
of cumulative total shareholder return of the Company's common stock against
the cumulative total return of the Russell 2000 Index and the NASDAQ Composite
Index since the initial public offering of the Company's common stock on April
16, 1990. This graph assumes $100 was invested on April 16, 1990 in the
Company's common stock, the Russell 2000 Index and the NASDAQ Composite Index.
This graph also assumes that the Company's quarterly dividend was reinvested in
common stock. Both the Russell 2000 Index and the NASDAQ Composite Index
exclude the Company.
[GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4/16/90 1990 1991 1992 1993 1994 1995 1996 1997
Russell 2000 100.00 104.06 103.01 116.03 143.58 147.85 174.52 213.30 243.89
NASDAQ Composite 100.00 105.88 108.99 129.06 161.42 161.66 213.75 271.36 330.22
Craftmade International 100.00 169.71 112.57 164.28 282.28 255.43 228.57 200.00 225.71
</TABLE>
The historical stock price performance of the Company's common stock shown on
the graph above is not necessarily an indication of future stock performance.
The Company has compared its stock price performance with that of the Russell
2000 Index as it does not believe it can reasonably identify a peer group and
no comparable published industry or line-of-business index is available. The
Russell 2000 Index consists of companies with market capitalization similar to
that of the Company; accordingly, the Company believes the Russell 2000 Index
is the best available performance comparison.
<PAGE> 10
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, required the
Company's directors, executive officers and beneficial owners of more than 10%
of the outstanding shares of common stock to file with the SEC initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. Based solely upon its review of the copies of
such forms received by it and written representations that no Form 5's were
required from reporting persons, the Company believes that all such reports
were submitted on a timely basis during the fiscal year ended June 30, 1997.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
To be considered for inclusion in the Company's proxy materials for the 1998
annual meeting of shareholders of the Company, shareholder proposals must be
received at the Company's principal executive offices by May 31, 1998.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, certain employees of the Company, who will receive no
special compensation therefor, may solicit proxies in person or by telephone or
telegraph. No additional written materials besides the proxy statement has been
authorized or will be employed in connection with the solicitation of proxies.
The annual report to shareholders for the fiscal year ended June 30, 1997 is
enclosed herewith. The annual report does not form any part of material for the
solicitation of proxies.
By Order of the Board of Directors,
/s/ KENNETH M. CANCIENNE
--------------------------
Kenneth M. Cancienne
Secretary
<PAGE> 11
- --------------------------------------------------------------------------------
CRAFTMADE INTERNATIONAL, INC.
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 31, 1997
The undersigned, revoking all previous proxies, hereby appoint(s) James
Ridings and Clifford Crimmings, or any one of them, Proxies, with full power of
substitution to represent and to vote all shares of Common Stock, $0.01 par
value, of Craftmade International, Inc. owned by the undersigned at the Annual
Meeting of Shareholders to be held at the Company's corporate office, 650 South
Royal Lane, Suite 100, Coppell, Texas 75019 on Friday, October 31, 1997,
including any original or subsequent adjournment thereof, with respect to the
proposals set forth in the Notice of Annual Meeting and Proxy Statement. No
business other than matters described below is expected to come before the
meeting, but should any other matter requiring a vote of shareholders arise, the
persons named herein will vote thereon in accordance with their best judgment.
All powers may be exercised by both of said Proxies or substitutes voting or
acting or, if only one votes or acts, then by that one. Receipt of the Notice of
Annual Meeting and Proxy Statement is hereby acknowledged. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
1. Election of Directors. Nominees: James Ridings Clifford
Crimmings Kenneth Cancienne A. Paul
Knuckley Jerry E. Kimmel
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed. OR [ ] Withholding authority to vote for all nominees
listed above.
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee or
nominees, write their name(s) here.
- --------------------------------------------------------------------------------
2. Ratify the Appointment of Price Waterhouse LLP as Independent Auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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<PAGE> 12
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS
REVOKED, THIS PROXY SHALL TERMINATE ON NOVEMBER 1, 1997, THE DAY AFTER THE
STOCKHOLDERS MEETING, OR IF THE MEETING IS CONTINUED OR ADJOURNED, THE DAY AFTER
CONTINUATION OR ADJOURNMENT. IF NO SPECIFIC DIRECTION IS GIVEN, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED IN PROPOSAL 1 AND
FOR PROPOSAL 2.
Dated , 1997
--------------------
-------------------------------
(Signature)
-------------------------------
(Signature)
Where there is more than one
owner, each should sign. When
signing as an attorney,
administrator, executor,
guardian or trustee, please add
your full title as such. If
executed by a corporation or
partnership, the proxy should
be signed in the corporate or
partnership name by a duly
authorized officer or other
duly authorized person,
indicating such officer's or
other person's title.
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED
ENVELOPE.
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