<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
DOMINGUEZ SERVICES 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF DOMINGUEZ SERVICES CORPORATION]
April 1, 1996
TO THE SHAREHOLDERS OF DOMINGUEZ SERVICES CORPORATION
Your Board of Directors and management are pleased to invite you to attend the
Annual Meeting of Shareholders of Dominguez Services Corporation to be held on
May 7, 1996 at 1:30 p.m. California time. The meeting will take place at the
Torrance Marriott, 3635 Fashion Way, Torrance, CA 90503. Lunch will be served
at 12:30, just prior to the Annual Meeting.
We would also be pleased if you would join us for a special reception at 12:00
noon prior to lunch. Since I have yet to meet many of our shareholders, I hope
to make your acquaintance there, as do our new Directors, Debra Reed and Tom
Huston. All of the Directors are looking forward to seeing you, and I urge you
to take this opportunity to meet those who are responsible for your investment
in Dominguez.
Please call (310) 834-2625, ext. 342, and let us know if you will attend.
Whether or not you plan to attend the meeting, please complete, sign, date, and
return the enclosed Proxy Card in the envelope provided without delay.
Thank you, and I hope to see you on May 7.
Sincerely,
/s/ Brian J. Brady
Brian J. Brady
President and CEO
Map to Torrance Marriott to be inserted here.
<PAGE>
DOMINGUEZ SERVICES CORPORATION
21718 SOUTH ALAMEDA STREET
LONG BEACH, CALIFORNIA 90810
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Dominguez Services Corporation:
The 1996 Annual Meeting of Shareholders of Dominguez Services
Corporation (the "Company") will be held at the Torrance Marriott, 3635 Fashion
Way, Torrance, CA 90503, on May 7, 1996 at 1:30 p.m. California time for the
following purposes:
1. To elect nine directors to hold office until the Company's next Annual
Meeting and thereafter until their successors are duly elected and
qualified.
2. To ratify, confirm and approve the appointment by the Board of
Directors of Arthur Andersen LLP as the independent auditors for the
Company and its subsidiaries.
The Board of Directors has fixed March 22, 1996 as the record date for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting and at any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
C. W. ROSE
/s/ C. W. ROSE
SECRETARY
April 1, 1996
IMPORTANT: To assure your representation at the Annual Meeting, please indicate
your voting instructions on the enclosed Proxy card, and date, sign and mail it
promptly in the return envelope which is provided.
<PAGE>
DOMINGUEZ SERVICES CORPORATION
21718 SOUTH ALAMEDA STREET
LONG BEACH, CA 90810
---------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 7, 1996
---------------------
This Proxy Statement and the accompanying Proxy are furnished in
connection with the solicitation by the Board of Directors of Dominguez Services
Corporation (the "Company") of Proxies in the accompanying form, to be voted at
the Annual Meeting of Shareholders of the Company and at any adjournments
thereof (the "Annual Meeting") to be held at 1:30 p.m. California time on May 7,
1996 at the Torrance Marriott, 3635 Fashion Way, Torrance, CA 90503. At the
Annual Meeting, the shareholders of the Company's Common Stock will be asked to
vote upon the matters set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement, the accompanying Proxy and Notice of Annual
Meeting of Shareholders are being mailed to shareholders of the Company on or
about April 1, 1996.
SOLICITATION OF PROXIES
The enclosed Proxy is solicited on behalf of the Board of Directors of
the Company for use at the Annual Meeting and at any adjournments thereof.
The Company will bear the entire cost of preparing, assembling,
printing and mailing the Proxy Statement, the accompanying Proxy, the Notice of
Annual Meeting of Shareholders and any additional materials which may be
furnished to shareholders in connection therewith. The solicitation of proxies
will be made by mail and may also be made by telephone, facsimile, telegraph, or
personally by directors, officers and regular employees of the Company who will
receive no extra compensation for such services.
Any person who executes and returns the Proxy accompanying this Proxy
Statement may revoke it at any time before its exercise by delivering to the
Secretary of the Company a written instrument of revocation or by presenting a
duly executed Proxy for the Annual Meeting bearing a later date. A Proxy may
also be revoked by attending the Annual Meeting and voting in person. Each
properly executed Proxy received prior to the Annual Meeting will be voted as
directed. If not otherwise specified, Proxies will be voted for the election of
the nominees for directors described in this Proxy Statement and at the
discretion of management with respect to any other matters properly presented at
the Annual Meeting or any adjournments thereof.
1
<PAGE>
VOTING SECURITIES
Only holders of record of the Company's Common Stock at the close of
business on March 22, 1996 are entitled to notice of and to vote at the Annual
Meeting. At that date, 1,004,370 shares of Common Stock were outstanding; also
at that date, there were 325 holders of record of Common Stock. Subject to
cumulative voting rights in the election of directors, holders of Common Stock
are entitled to one vote on each matter submitted for each share held of record.
Each shareholder or his proxy (including the persons named in the accompanying
Proxy) entitled to vote for the election of directors may cumulate his votes and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which his shares are entitled, or
distribute his votes on the same principle among any or all of the nominees. No
shareholder or proxy, however, shall be entitled to cumulate votes for a
candidate unless, prior to the voting, such candidate or candidates have been
placed in nomination and the shareholder has given notice at the meeting that he
intends to cumulate his votes. If any shareholder gives such notice, all
shareholders may cumulate their votes for candidates in nomination.
The presence, either in person or by proxy, of persons holding a
majority of the shares entitled to vote constitutes a quorum for the transaction
of business at the Annual Meeting. The affirmative vote of a majority of the
votes represented at the meeting will be required for the election of directors
(unless cumulative voting is in effect) or the approval of any other matter
voted upon at the Annual Meeting.
The Company's principal executive offices are located at 21718 South
Alameda Street, Long Beach, CA 90810.
PRINCIPAL SECURITIES HOLDERS
The following table sets forth information as of March 22, 1996 with
respect to the beneficial ownership of the Company's voting securities by (i)
each person known by the Company to own beneficially five percent or more of any
class of the Company's outstanding voting securities, (ii) each director nominee
and named executive officer, and (iii) all directors and executive officers as a
group. Each shareholder has sole voting and investment power with respect to
such shares unless otherwise indicated.
2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES AND PERCENT
NATURE OF OF ALL
CLASS OF BENEFICIAL PERCENT VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER SECURITIES OWNERSHIP OF CLASS SECURITIES
- --------------------------------------- ---------- ------------ --------- -----------
<S> <C> <C> <C> <C>
Carson Estate Company Common 205,105 20.4% 20.4%
18710 S. Wilmington, Suite 200
Rancho Dominguez, CA 90220
Watson Land Company Common 88,596 8.8% 8.8%
515 S. Figueroa St., Suite 910
Los Angeles, CA 90071
Dwight C. Baum Common 22,500/(1)/ 2.2% 2.2%
200 S. Los Robles Ave., Suite 645
Pasadena, CA 91101-2431
Brian J. Brady Common 520 * *
21718 S. Alameda St.
Long Beach, CA 90810
Richard M. Cannon Common 88,596/(2)/ 8.8% 8.8%
515 S. Figueroa St., Suite 910
Los Angeles, CA 90071
Terrill M. Gloege Common 0 * *
18710 S. Wilmington Ave., Suite 200
Rancho Dominguez, CA 90220
Thomas W. Huston Common 1,000 * *
515 S. Figueroa St., Suite 910
Los Angeles, CA 90071
C. Bradley Olson Common 205,105/(3)/ 20.4% 20.4%
18710 S. Wilmington, Suite 200
Rancho Dominguez, CA 90220
Langdon W. Owen Common 4,500 * *
1300 Bristol North, Suite 290
Newport Beach, CA 92660
Charles W. Porter Common 4,371 * *
400 Paseo Dorado
Long Beach, CA 90803
Debra L. Reed Common 0 * *
555 W. 5/th/ St.
Los Angeles, CA 90013
Christopher W. Rose Common 950 * *
21718 S. Alameda Street
Long Beach, CA 90810
John S. Tootle Common 2,906 * *
21718 S. Alameda Street
Long Beach, CA 90810
All Directors and Officers as Common 330,448 32.9% 32.9%
a group (13 persons)
</TABLE>
*Less than one percent.
3
<PAGE>
(1) All of such shares are owned by Mr. Baum and his spouse as trustees of the
Dwight C. Baum and Hildagarde E. Baum Trust. Mr. and Mrs. Baum share voting
and investment powers with respect to such shares.
(2) All of such shares are owned by Watson Land Company, of which Mr. Cannon is
president, chief executive officer and a director. Mr. Cannon shares voting
and investing powers with respect to such shares with the other directors of
Watson Land Company.
(3) All of such shares are owned by the Carson Estate Company, of which Mr.
Olson is president and a director. Mr. Olson shares voting and investment
powers with respect to such shares with the other directors of Carson Estate
Company.
PROPOSAL I
----------
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
Action is to be taken at the Annual Meeting with respect to the election of
nine directors to serve until the 1997 Annual Meeting of Shareholders and until
their successors are duly elected and qualified. The Company's bylaws provide
that there shall be no fewer than seven and no more than nine directors. The
Board has fixed the number of directors at nine.
Set forth below is certain information concerning each nominee for director:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT
AND ALL OTHER POSITIONS WITH DIRECTOR
NAME AGE COMPANY SINCE
- ----------------------------- --- -------------------------------- --------
<S> <C> <C> <C>
Dwight C. Baum 83 Senior Vice President, Paine 1962
Webber Incorporated (and
predecessors), a brokerage
house.
Brian J. Brady 47 President, Chief Executive 1995
Officer of the Company since
November 1995; prior Assistant
General Manager Public
Utilities, City of Anaheim,
since 1992; prior Vice
President and General Manager,
Energy Services, Inc., A
Subsidiary of Southern
California Edison, since 1988.
Richard M. Cannon 54 Chief Executive Officer since 1991
1994; prior President, Watson
Land Company, a privately held
developer and owner of
industrial centers and
buildings.
Terrill M. Gloege 60 Senior Vice President, Chief 1991
Financial Officer, Carson
Estate Company and affiliated
entities, a privately held
investment company, since 1989.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT
AND ALL OTHER POSITIONS WITH DIRECTOR
NAME AGE COMPANY SINCE
- ----------------------------- --- -------------------------------- --------
<S> <C> <C> <C>
Thomas W. Huston 34 Director of Leasing and Asset 1995
Management since 1995; prior
Assistant Director of Leasing
and Asset Management; prior
Leasing Agent, Watson Land
Company.
C. Bradley Olson 55 President, Carson Estate 1993
Company, since 1992; prior
Division President and
Corporate Vice President of The
Irvine Company since 1984.
Langdon W. Owen 65 President, Don Owen & 1994
Associates, since 1973,
Consulting Engineer and
Financial Advisor.
Charles W. Porter 65 Business Consultant since 1977
January 1996; prior President,
Chief Executive Officer of the
Company since 1980.
Debra L. Reed 39 Senior Vice President, Southern 1995
California Gas Company, since
1995; prior Vice President,
Southern California Gas
Company, since 1988.
</TABLE>
Dwight C. Baum serves as a director of Westminster Capital, Inc. and Measurex
Corporation and is Chairman of the Board of United Cities Gas Company.
The Proxies received will be voted for the election as directors of the nine
nominees listed above unless otherwise specified, and each nominee has agreed to
serve as a director if elected at the Annual Meeting. Although management does
not anticipate that any of the persons named in the accompanying Proxy will be
unable to serve, if any nominee is unable or declines to serve as a director at
the time of the Annual Meeting, the Proxy holders will vote for a substitute
nominee at their discretion.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE ELECTION OF THE DIRECTORS NOMINATED
During 1995, the Board of Directors held eight meetings. None of the
nominated directors attended less than 75% of the meetings of the Board of
Directors or meetings of the Committees of which they were members.
The Company has a standing Audit Committee consisting of three outside
directors. The current members of the Audit Committee are Dwight C. Baum,
Terrill M. Gloege and Debra L. Reed. The Audit Committee reviews the results of
the Company's annual audit, the financial statements and internal accounting and
control procedures, and recommends the selection of auditors to the Board of
Directors. The Audit Committee met two times during 1995.
The Company has a standing Compensation Committee consisting of three outside
directors. The Compensation Committee annually recommends to the Board of
Directors the compensation for each officer, including the President, for the
ensuing year. The current members of the Compensation Committee are Terrill M.
Gloege, Thomas W. Huston and Debra L. Reed. During 1995 the Compensation
Committee met two times.
5
<PAGE>
The Company also has a standing Planning/Growth Committee whose members are
Richard M. Cannon, C. Bradley Olson and Langdon W. Owen. The Planning/Growth
Committee met twice during 1995.
The Company does not have a standing Nominating Committee nor any other
committee performing similar functions.
Except for Mr. Porter and Mr. Brady (who were directors and employees during
1995), the Company paid each of its outside directors an annual fee of $3,900,
plus an additional $450 for each meeting of the Board of Directors or Committee
thereof attended.
To the Company's knowledge, based solely on its review of the copies of reports
furnished to the Company and representations from reporting persons that no
reports were required to be filed, all officers, directors and ten percent
beneficial owners of the Company's voting securities complied with the filing
requirements of Section 16 (a) of the Securities Exchange Act of 1934 during
1995.
EXECUTIVE OFFICERS AND COMPENSATION
Set forth below is certain information with respect to each of the Company's
executive officers. All officers have served at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
YEARS AS
NAME AGE POSITION WITH COMPANY OFFICER
- ----------------------------- --- ------------------------- --------
<S> <C> <C> <C>
Brian J. Brady 47 President, Chief -
Executive Officer /(1)/
Charles W. Porter 65 President, Chief 21
Executive Officer
Christopher W. Rose 53 Secretary, Vice President 7
John S. Tootle 41 Chief Financial Officer, 9
Treasurer and Vice
President-Finance
</TABLE>
(1) Mr. Brady was elected President and Chief Executive Officer in November
1995 and Chairman of the Board upon Mr. Porter's retirement in January 1996.
The following table sets forth the compensation paid by the Company in 1995 and
its two prior fiscal years to the Company's Chief Executive Officer and the two
other executive officers of the Company whose total annual salary and bonus
exceeded $100,000 in 1995:
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ---------------------------------------- ---- --------------- ------------ ------------
<S> <C> <C> <C> <C>
C.W. Porter
President & Chief Executive Officer 1995 /(1)/180,328 11,000 0
1994 143,100 /(2)/11,490 0
1993 139,100 11,325 0
C.W. Rose
Secretary & Vice President 1995 101,154 7,520 0
1994 96,431 7,375 0
1993 94,653 7,595 0
John S. Tootle
Chief Financial Officer, Treasurer &
Vice President 1995 112,832 9,340 0
1994 108,685 8,825 0
1993 106,145 9,610 0
</TABLE>
(1) Mr. Porter's salary for 1995 includes $24,082 in bonus payments deferred
from previous years. Subsequently, in January 1996, Mr. Porter received an
additional $32,243 which represented the balance of deferred bonus payments
due him.
(2) During 1994, Mr. Porter's Bonus award was as indicated, but payment was not
made until subsequent years.
PENSION PLAN
The Company has a non-contributory defined benefit pension plan (the "Defined
Benefit Plan"). Benefits are determined under a formula applied uniformly to
all employees, regardless of position, and amounts dependent on length of
service and cash compensation received by a particular employee.
An employee's interest in the Defined Benefit Plan becomes vested after
completing at least five years of service with the Company. Benefits are
payable monthly upon retirement. The benefits listed in the following table are
not subject to any deduction for Social Security or other offset amounts. The
following table illustrates the estimated annual benefits payable upon
retirement for persons in the earnings classifications with years of service as
shown.
7
<PAGE>
<TABLE>
<CAPTION>
AVERAGE
ANNUAL SALARY
FOR HIGHEST BENEFITS BASED ON LENGTH OF SERVICE
CONSECUTIVE ---------------------------------------------------------
FIVE YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ---------------- -------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
$ 30,000 $11,100 $14,800 $ 18,500 $ 22,200 $ 25,900
40,000 15,200 20,300 25,400 30,500 35,500
50,000 19,400 25,800 32,300 38,700 45,100
60,000 23,500 31,300 39,100 47,000 54,700
70,000 27,600 36,800 46,000 55,200 64,400
80,000 31,700 42,300 52,900 63,500 74,000
90,000 35,900 47,800 59,800 71,700 83,600
100,000 40,000 53,300 66,600 80,000 93,300
110,000 44,100 58,800 73,500 88,200 102,900
120,000 48,200 64,300 80,400 96,400 112,500
130,000 52,500 70,000 87,660 105,100 122,100
140,000 56,500 75,300 94,100 112,900 131,700
150,000 60,600 80,800 101,000 121,200 141,400
160,000 64,700 86,300 107,800 129,400 151,000
170,000 68,800 91,800 114,700 137,700 160,650
</TABLE>
Payments which are made by the Company to the Defined Benefit Plan are
computed on an actuarial basis. The benefits described in the table above are
not subject to any deduction for Social Security or other offset amounts.
Contributions in the amount of $491,456 were made to the Defined Benefit Plan
for the plan year ended February 29, 1996. The credited years of service for
C.W. Porter, C.W. Rose and John S. Tootle are twenty-two years, six years and
nine years respectively.
CERTAIN TRANSACTIONS
Watson Land Company leases to the Company two well sites for which the Company
paid rent of $41,330 in 1995. The leases continue until 2010 with annual
adjustments to the rental amount based upon the Consumer Price Index. Watson
Land Company holds 8.8% of the Company's outstanding Common Stock. Mr. Cannon
is President and Chief Executive officer of Watson Land Company and Mr. Huston
is employed by Watson Land Company. The Company believes that the terms of this
transaction are at least as favorable to the Company as it would have been if
they had been negotiated with an unaffiliated third party.
8
<PAGE>
PROPOSAL II
INDEPENDENT AUDITORS
(ITEM 2 ON PROXY CARD)
A representative of Arthur Andersen LLP will attend the meeting and, if he so
desires, make a statement; he will respond to appropriate questions.
The appointment of Arthur Andersen LLP by the Board of Directors is based on
the recommendation of the Audit Committee, which historically has reviewed both
the audit scope and the estimated audit fees and related services for the coming
year.
The Audit Committee has based its recommendation on Arthur Andersen LLP's
special expertise with respect to complex tax and accounting issues applicable
to regulated utilities. Arthur Andersen LLP has audited the Company's financial
statements since 1991.
The Board of Directors recommends a vote "FOR" the proposal to ratify,
confirm and approve the appointment of Arthur Andersen LLP as auditors for the
company and its subsidiaries.
SHAREHOLDER PROPOSALS
Eligible shareholders who wish proposals to be considered for inclusion in the
proxy solicitation materials relating to the 1997 Annual Meeting must submit
such proposals to the Company no later than December 2, 1996. An eligible
shareholder is one who owns at least one percent or $1,000 in market value of
the voting securities entitled to vote at the 1997 Annual Meeting of
Shareholders and who has held such securities for at least one year and
continues to hold such securities through the date of that Annual Meeting.
OTHER MATTERS
The Board of Directors knows of no business to be transacted at the Annual
Meeting other than that described above. Should other matters properly come
before the Annual Meeting, including any adjournments thereof, action may be
taken thereon pursuant to the proxies in the form enclosed, which confer
discretionary authority on the persons named therein with respect to such
matters.
9
<PAGE>
ANNUAL REPORT
The 1995 Annual Report to Shareholders is being mailed to shareholders
together with this Proxy Statement. The Company will provide to any
shareholder, without charge, a copy of its Annual Report on form 10-K for the
year ended December 31, 1995, including financial statements and financial
statement schedules appended thereto, upon the written request of any such
shareholder. Requests should be directed to Dominguez Services Corporation,
21718 South Alameda Street, Long Beach, California 90810, Attention: C. W.
Rose, Secretary.
BY ORDER OF THE BOARD OF DIRECTORS
DOMINGUEZ SERVICES CORPORATION
/s/ C. W. ROSE
C. W. ROSE
SECRETARY
April 1, 1996
10
<PAGE>
- --------------------------------------------------------------------------------
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
DOMINGUEZ SERVICES CORPORATION
21718 SOUTH ALAMEDA STREET
LONG BEACH, CA 90810
The undersigned hereby appoints Brian J. Brady and C.W. Rose, or either of
them, each with the power to appoint his substitute, as proxy and hereby
authorizes them to represent and to vote, as designated below, all the shares
of capital stock of DOMINGUEZ SERVICES CORPORATION (the "Company") held of
record by the undersigned on March 22, 1996, at the Company's 1996 Annual
Meeting of Shareholders to be held on May 7, 1996, and at any adjournments
thereof.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE>
- --------------------------------------------------------------------------------
Please mark your votes as indicated [X]
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL THE NOMINEES FOR DIRECTORS AND FOR THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT AUDITORS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
---
ITEMS 1 AND 2:
Item 1: Election of Directors
Nominees: Dwight C. Baum, Brian J. Brady, Richard M. Cannon, Terrill M.
Gloege, Thomas W. Huston, C. Bradley Olson, Langdon W. Owen, Charles W.
Porter, Debra L. Reed
FOR [_] WITHHELD FOR ALL [_]
WITHHELD FOR [Write nominee name(s) in the space provided below].
- -------------------------------------------------------------------------------
Item 2: Appointment of Arthur Andersen LLP as Independent Auditors
FOR [_] AGAINST [_] ABSTAIN [_]
In their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof. This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE, DETACH, AND RETURN THE UPPER HALF OF THIS FORM.
Signature(s) ___________________________ Date _______________________________
NOTE: (Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such).
- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
