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CE SOFTWARE HOLDINGS, INC.
1801 Industrial Circle
West Des Moines, Iowa 50265
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 25, 1999
The Annual Meeting of the Stockholders of CE Software Holdings, Inc. (the
"Company") will be held at the Glen Oaks Country Club, 1401 Glen Oaks Drive,
West Des Moines, Iowa 50266, on the 25th day of February, 1999, at 1:30 p.m.
(CST) for the purpose of considering and acting upon the following:
1) To elect five directors to hold office for the ensuing year and until their
successors are elected and qualified;
2) To amend the Certificate of Incorporation to allow for the elimination of
the Class B common and the preferred stock;
3) To transact such other business as may properly come before the meeting or
any adjournment.
The Company's Annual Report to Stockholders for the fiscal year ending
September 30, 1998, the Proxy Statement, and the Proxy card are all included
with this notice.
Only stockholders of record at the close of business on January 8, 1999 will be
entitled to notice of and to vote at the meeting.
By order of the Board of Directors.
John S. Kirk, Secretary
West Des Moines, Iowa
January 14, 1999
You are cordially invited to come early so that you may meet informally with
Management and the Board nominees. Please contact Mary Barry at (515) 221-1801
for directions and a map. The meeting area will be open from 1:00 p.m. until
the meeting time of 1:30 p.m. Refreshments will be served before the meeting.
A tour of the corporate offices will be available after the meeting.
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE, AND MAIL
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED REGARDLESS OF
THE NUMBER OF SHARES OWNED.
<PAGE>
CE SOFTWARE HOLDINGS, INC.
1801 Industrial Circle
West Des Moines, Iowa 50265
____________________________
The approximate mailing date of this Proxy Statement is
January 14, 1999.
____________________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
February 25, 1999
____________________________
The accompanying proxy is furnished by CE Software Holdings, Inc. (the
"Company") in connection with the solicitation by the Board of Directors and
may be revoked by the stockholder at any time before it is voted by giving
written notice to the Secretary of the Company or by executing and delivering a
proxy with a later date. The expense of this solicitation is to be borne by the
Company, and the Company will reimburse persons holding stock in their name or
in the names of their nominees for their expenses in sending proxies and proxy
material to the principals.
Stockholders of record at the close of business on January 8, 1999 will be
entitled to vote at the meeting. At that date, the outstanding voting
securities of the Company consisted of 1,095,900 shares of $.10 par value
common stock ("Common Stock"). Each share of Common Stock is entitled to
one vote on each matter submitted at the meeting. The Common Stock will vote
together on all matters contained in this Proxy Statement as one class. A
majority of the outstanding shares will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes are counted
for purposes of determining the presence of a quorum. Directors will be elected
by a plurality of the votes cast by the holders of shares entitled to vote at
the Annual Meeting, provided a quorum is present. All other corporate action by
vote of the stockholders shall be authorized by a majority of the votes cast by
the holders of shares entitled to vote on such matters at the Annual Meeting,
provided a quorum is present. Abstentions are counted in tabulations of the
votes cast on proposals presented to the stockholders, whereas broker non-votes
are not counted for purposes of determining whether a proposal has been
approved. Cumulative voting is not allowed.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1998, the number and
percentages of outstanding shares of the Company's Common Stock beneficially
owned by each current director (all of whom are nominated for re-election) and
by all directors and current officers as a group and by any individuals known
to be the beneficial owner of more than five percent of the Company's
outstanding stock.
<TABLE>
<CAPTION>
No. of shares
Name of Beneficial Owner Beneficially Owned (4) Percent of Class
<S> <C> <C>
Directors:
Richard A. Skeie (1) 108,494 9.5%
John S. Kirk (1) 75,447 6.6%
Christian F. Gurney (1) 45,640 4.0%
Sheldon T. Fleck (2) 74,099 6.5%
David J. Lundquist (3) 12,899 1.1%
All Directors & Executive
Officers as a Group
(6 persons) 326,079 28.6%
Others with More Than 5%
Ownership:
Don Brown 120,270 10.6%
</TABLE>
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<PAGE>
1) The address of Mr. Skeie, Mr. Kirk, Mr. Gurney is c/o CE Software Holdings,
Inc., P.O. Box 65580, West Des Moines, IA 50265.
2) The address of Mr. Fleck is York Investments, 5720 Smetana Drive, Suite 300,
Minnetonka, MN 55343
3) The address of Mr. Lundquist is 2600 Grand Avenue, Suite 216,
Des Moines, IA 50312.
4) Includes an aggregate of 37,883 shares, underlying stock options,
exercisable within 60 days, from the date of this table (12/31/98). These
options are held as follows: Mr. Gurney, 23,220; Mr. Fleck, 5,399; Mr.
Lundquist, 3,899; Mr. Skeie, 2,938; Mr. Kirk, 2,427. See "Stock Option
Plans" for further information concerning outstanding options.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than ten percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes all filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with during the period from October 1, 1997, through
September 30, 1998.
NOMINEES FOR ELECTION AS DIRECTORS
All directors are elected for a one-year term and hold office until the next
annual meeting of the stockholders and the election and qualification of their
successors. The officers of the Company are elected at the Board's first
meeting following the annual meeting of the stockholders. Officers hold office
until their successors are chosen and qualified or until their deaths,
resignations, or removal.
The following persons have been nominated to serve as directors for the
ensuing year.
Richard A. Skeie, 45, has been a Director and President of the Company since
February 1990. He was President of its operating subsidiary from its formation
through April 1993 and from June 1996 through July 1997. His exposure to
computer programming at the University of Iowa and Drake University led him to
contract programming in the mid '70s in northern California where he viewed the
birth of the retail computer store concept. He returned to Iowa in April 1978,
and opened what is now Iowa's oldest computer store, Computer Emporium. Mr.
Skeie served as President of that company until 1985. CE Software began as the
programming arm of that computer store. In 1985, Mr. Skeie became President of
the newly independent CE Software, Inc. He has been a speaker at software
industry conferences and was the 1989 president of the Macintosh Special
Interest Group Council for the Software Publishers Association.
John S. Kirk, 53, has been Secretary, Treasurer and a Director of the Company
since February 1990. He is a 1968 graduate of Drake University, with a B.S.
degree in Business Administration. He was employed by Bendix Corporation until
1973 in its corporate offices and as a plant controller, specializing in the
establishment of computerized accounting and cost control systems. He was
employed as a CPA for Miller & Associates and for KPMG Peat Marwick LLP from
1973 to 1978 when he began his own accounting firm specializing in small
business taxation. He became involved in Computer Emporium and CE Software in
1981. Mr. Kirk was a Director of East Des Moines National Bank, Des Moines,
Iowa, until its sale in 1996. He is involved in several family businesses.
Christian F. Gurney, 34, has been Vice President and Director of the Company,
and President and Chief Executive Officer of the Company's operating subsidiary,
CE Software, Inc., since July 1997. From November 1994 until his promotion in
July 1997 he served as Vice President of Product Lines for CE Software, Inc.
Mr. Gurney is responsible for strategic direction and most notably the
Company's recent move to make the QuicKeys products more Windows centric.
He joined CE Software in 1991 as Manager of Technical Support. He later
served as Director of Technical Services and then as Executive Director of
Product Lines. Prior to joining CE Software, Mr. Gurney was the MIS Manager
for Catalog Media Corporation where he managed multi-platform software
development, as well as engineering, support and training staff, programs, and
strategies. Mr. Gurney also has held programming positions at the University
of Wisconsin and has done extensive consulting work in the database-programming
arena. Mr. Gurney holds a B.A. in Anthropology from the University of
Wisconsin.
3
<PAGE>
Sheldon T. Fleck, 48, has been a Director of the Company since its founding in
1988 and was its President until the merger with CE Software, Inc., in February
1990. Mr. Fleck has been President and a Director of Gaming Corporation of
America from 1991 until November 1995. From 1990 to June 1992, Mr. Fleck served
as President of Anubis II Corp., a blind pool formed by him in 1990, which
become Casino America, Inc., in June 1992. Mr. Fleck has been engaged in real
estate and other business and corporate finance activities. Mr. Fleck was a
practicing attorney from 1977 to 1982. Mr. Fleck is a certified public
accountant and previously had been employed by Ernst & Young, as an auditor,
and by KPMG Peat Marwick LLP, as a tax specialist. Mr. Fleck received a B.B.A.
degree from the University of Iowa with a major in accounting in 1972, a law
degree from Drake University School of Law in 1975 and a Master of Law degree
specializing in taxation from the New York University School of Law in 1977.
David J. Lundquist, 56, has been a Director of the Company since May 1993. He
has been Managing Partner of Lundquist, Schiltz and Associates since
January 1996. From 1991 to 1996, Mr. Lundquist was Vice Chairman and Chief
Financial Officer of New Heritage Associates, a company engaged in the
acquisition and operation of cable television systems. Mr. Lundquist was
Executive Vice President - Finance of Heritage Communications, Inc., from 1980
to 1990. Prior to joining Heritage, Mr. Lundquist was the Vice President -
Finance for a computer services company in Omaha. Mr. Lundquist is chairman of
the board of Da-Lite Screen Company, a manufacturer of movie screens and other
meeting-room products. He serves on the board of directors of Genesis Systems
Group, Ltd., a growth company in industrial robotics software and hardware
systems; the Brenton National Bank of Des Moines; Opticon Medical, a medical
device company; and MARKETLINK, a telemarketing company. Mr. Lundquist
attended Harvard University and graduated from the University of Minnesota
with a degree in economics in 1964. He received his M.B.A. degree from
Stanford University Graduate School of Business with a concentration in
finance in 1966.
Attendance at Board Committee Meetings
During the fiscal year ended September 30, 1998, the Board of Directors held
six meetings. All directors attended at least 75 percent of all meetings of
the Board and of their respective Committees.
The Stock Option Committee for the 1990 Plan and the 1992 Plan, currently
consisting of Mr. Fleck and Mr. Lundquist, has the authority to administer the
Plans for employees. This Committee met two times during fiscal 1998.
The Stock Option Committee for the Nonemployee Directors Plan, currently
consisting of Mr. Skeie and Mr. Kirk, has the authority to administer the Plan
for nonemployee Directors. This Committee met once during fiscal 1998.
The Audit Committee, consisting of Mr. Kirk, Mr. Fleck and Mr. Lundquist,
monitors the Company's financial records, represents the Company in dealings
with the Auditing Firm and recommends to the Board the selection of an auditor.
The Audit Committee met once during the fiscal year ended September 30, 1998.
The Compensation Committee, consisting of Mr. Kirk, Mr. Fleck and Mr. Lundquist,
determines executive compensation. The Compensation Committee did not meet
during the fiscal year ended September 30, 1998.
The Company does not have a nominating committee.
Directors' Fees
The Company pays a $1,500 per month fee to each of its outside directors,
Mr. Fleck, and Mr. Lundquist.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Richard A. Skeie, John S. Kirk, Christian F. Gurney, Sheldon T. Fleck, and
David J. Lundquist are all current directors and each has been nominated for
re-election. As nominees, each has a brief biography, describing any officer
positions held, under the section titled "Nominees for Election as Directors"
within this proxy statement. Other executive officers and significant employees
not previously disclosed include:
John L. Mason, 39 is the Chief Financial Officer of the Company and its
operating subsidiary, CE Software, Inc. Mr. Mason joined the Company in
December 1998. Prior to joining CE Software, Inc., he had been with IGF
Insurance Company since 1993 where he most recently held the Treasurer
and Vice President of Finance positions. Prior to this he was the Director
of Finance and Administration for one year at the Greater Des Moines Convention
and Visitors Bureau and at KPMG Peat
4
<PAGE>
Marwick for six years where he held a management position. Mr. Mason received
a Bachelor's Degree from the University of Northern Iowa in 1981 and is
currently attending the Executive Masters of Business Administration program
at the University of Iowa with an expected graduation in May of 1999. He
received his Certified Public Accountant certificate in 1982.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of the
Chief Executive Officer of the Company and the one other executive officer of
the Company whose total salary and bonus for the year ended September 30, 1998,
exceeded $100,000, for services in all capacities to the Company and its
subsidiaries during such fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-
Fiscal Term
Year Compen- All Other
Name and Ended sation Compen-
Principal Position Sept 30, Salary Bonus (1) Options sation(2)
________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Richard A. Skeie,
CEO, President 1998 $24,000 $1,000 4,600 $775
and Director 1997 $51,000 $144 6,600 $1,596
1996 $24,000 - - $749
Christian F. Gurney, 1998 $150,000 $1,000 40,000 $4,845
President and CEO 1997 $108,720 $144 40,000 $3,396
of CE Software, Inc. 1996 $90,336 $9,708 1,000 $3,109
</TABLE>
1) On September 30, 1998, the Company awarded each of its employees a $1,000
bonus. On November 14, 1996, the Company awarded each of its employees 20
shares of the Company's Common Stock. The fiscal year 1997 bonuses are the
value of the stock at the time of the gift.
2) The Company has in effect a 401(k) profit sharing plan and life insurance
plan that covers substantially all of its employees, including executive
officers. The profit sharing component of the plan is funded by employer
contributions at a uniform percentage of salary as set annually by the Board
of Directors. No profit sharing contributions were made during the three-year
period ended September 30, 1998. The 401(k) component of the plan allows
qualified employees to contribute between 1% and 12% of their compensation.
The plan calls for employer matching of contributions as determined by the Board
of Directors. Contributions under the plan vest 33 1/3 percent for each year of
credited service. The Company also provides life insurance coverage at one
times the employee's annual base salary.
STOCK OPTION PLANS
The Company has three stock option plans in place as described below.
1990 Stock Option Plan
Under the Company's 1990 Stock Option Plan (the "1990 Plan"), options to acquire
up to 80,000 shares of Common Stock may be granted to employees and employee
directors. To the extent that existing options are canceled without exercise,
such as at termination of employment, such options become available for grant
in the future.
The 1990 Plan is administered by the Stock Option Committee, which may determine
whether the particular options are incentive stock options or nonqualified stock
options, and may also determine eligible participants and the number of shares
subject to each grant of options.
The exercise price of the options is 100 percent of fair market value of the
shares on the date of the grant (110 percent for incentive stock options granted
to a person holding more than 10 percent of the voting power of the Company's
stock). The options are subject to a vesting schedule. One-third of the
options becomes exercisable one year after the date of the grant, and the
remainder pro rata over the following 24 months. Options are exercisable for
a period of ten years from the grant
5
<PAGE>
date (five years in the case of incentive stock options granted to employees
who hold more than ten percent of the voting power of the Company's stock).
Upon termination of employment, all options that have not yet become
exercisable shall be forfeited; vested options may remain exercisable for a
specified time period, the length of which is dependent upon the reason for the
employment termination. Upon exercise, the exercise price may be paid in cash
or in Common Stock of the Company.
1992 Stock Option Plan
Under the Company's 1992 Stock Option Plan (the "1992 Plan"), options to acquire
up to 100,000 shares of Common Stock may be granted in the form of nonqualified
stock options to employees, including officers and directors who are employees.
If any award terminates, expires, or lapses, the related stock shall again
become available for grant.
The 1992 Plan is administered by the Stock Option Committee. It has the
authority (i) to select employees to whom awards are granted; (ii) to
determine the size of awards; (iii) to determine the terms and conditions of
such awards in a manner consistent with the 1992 Plan; (iv) to interpret
the 1992 Plan and any instrument or agreement entered into under the 1992 Plan;
(v) to establish such rules and regulations relating to the administration of
the 1992 Plan as it deems appropriate; and (vi) to make all other determinations
which may be necessary or advisable for the administration of the 1992 Plan.
The purchase price per share under any option shall be 100 percent of the fair
market value of a share of Company stock on the date of grant. The term of each
option shall be fixed by the Committee, provided that no option shall have a
term extending beyond ten years from the date the option is granted. Options
shall be subject to such terms and conditions, and shall be exercisable at such
time or times, as determined by the Committee, provided, however, that no option
shall become exercisable any earlier than 12 months after the date of grant.
Generally, it is expected that options will become exercisable one-third after
12 months, and the remainder pro rata over the following 24 months. Options
shall be exercised by payment of the purchase price in cash, in previously
acquired shares of Company stock, or in some combination thereof. Upon
termination of employment, all options that have not yet become exercisable
shall be forfeited; vested options may remain exercisable for a specified time
period, the length of which is dependent upon the reason for the employment
termination.
Nonemployee Directors Stock Option Plan
Under the Nonemployee Directors Plan, options to acquire up to 20,000 shares
of Common Stock may be granted in the form of nonqualified stock options to
outside directors. If any award terminates, expires, or lapses, the related
stock shall again become available for grant.
The Nonemployee Directors Plan provides for the automatic grant of nonqualified
stock options to outside directors each year on the date of the annual meeting
of stockholders. Any nonemployee Director initially elected to the Board by the
stockholders shall on that date receive options to purchase 2,400 shares of
Common Stock. Any nonemployee Director reelected to the Board by the
Stockholders shall on that date receive options to purchase 500 shares of
Common Stock. Persons appointed by the remainder of the Board to fill a
vacancy on the Board will not receive such options until such time as they are
elected or reelected by the stockholders.
The Nonemployee Directors Plan Committee has the authority, subject to the
nondiscretionary features of the Plan, (i) to interpret the Plan and any
instrument or agreement entered into under the Plan; (ii) to establish such
rules and regulations relating to the administration of the Plan as it deems
appropriate; and (iii) to make all other determinations which may be necessary
or advisable for the administration of the Plan.
The purchase price per share under any option shall be 100 percent of the fair
market value of a share of Company stock on the date of grant. The term of each
option shall be ten years from the date the option is granted. No option shall
become exercisable any earlier than 12 months after the date of grant. Options
will become exercisable one-third after 12 months, and the remainder pro rata
over the following 24 months. Options shall be exercised by payment of the
purchase price in cash, in previously acquired shares of Company stock, or in
some combination thereof. Upon termination of a director's term of office, all
options that have not yet become exercisable shall be forfeited; vested options
may remain exercisable for a specified time period, the length of which is
dependent upon the reason for the termination of the director's term.
6
<PAGE>
Common Elements of the Plans
Nontransferable
No award or shares subject to an award may be assigned, transferred, pledged,
or otherwise encumbered by a participant, other than by will or by the laws of
descent and distribution, or pursuant to a qualified domestic relations order.
Only the participant may exercise each award during the participant's lifetime.
Change in Control
In order to protect all of the participants' rights in the event of a Change in
Control (as defined below) of the Company, the options granted under the plans
provide for the immediate vesting of all outstanding options upon such event.
A Change in Control of the Company shall be deemed to have occurred if any one
or more of the following conditions are fulfilled: (i) any person or entity
acquires 50 percent or more of the voting securities of the Company; (ii)
during any fiscal year, a majority of the members of the Board of Directors
are replaced; or (iii) the stockholders approve a plan of complete liquidation,
an agreement for sale or disposition of substantially all of the Company's
assets, or a materially dilutive merger or consolidation of the Company.
However, in no event shall a Change in Control be deemed to occur, with respect
to a participant, if that participant is a material equity participant of the
purchasing group that consummates a Change in Control.
Non-dilution
In the event of a change in the corporate structure that affects the shares
(e.g., a merger, re-capitalization, stock split, stock dividend, etc.), the
Committee shall make adjustments to the number of shares available to the Plans
and to the number and/or price of outstanding awards to prevent dilution or
enlargement of rights. This Non-dilution provision was exercised on
June 30, 1997, to take into consideration the impact of the one for five reverse
stock split executed on that date. All stock option numbers and prices within
this proxy statement have accordingly been retroactively restated.
________________________________________________________________________________
At December 31, 1998, options to purchase an aggregate of 145,946 shares were
held by 47 persons, at exercise prices of from $2.31 to $46.25 per share.
No options to purchase the Company's common stock were granted during the fiscal
year ended September 30, 1998 to the persons named in the Summary Compensation
Table.
The following table provides certain information concerning exercises of options
to purchase the Company's Common Stock in the fiscal year ended September 30,
1998, and unexercised options held as of September 30, 1998, by the persons
named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Aggregate Option Exercises In Last Fiscal Year (1)
and Fiscal Year-End Option Values
Value of Unexercised
Number of Unexercised In the Money
Options at 9/30/98 Options at 9/30/98
_______________________________________________________________________________________________________
Name Exercisable Unexercisable Exercisable Unexercisable
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Richard A. Skeie 2,300 2,300 0 0
Christian F. Gurney 17,637 22,363 $21,265 $33,423
</TABLE>
(1) There were no options exercised during fiscal 1998.
7
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The stockholders are not being asked to approve the selection of the Company's
independent public accountants for fiscal 1999, only because such approval is
no longer required. The selection will be made by the Audit Committee of the
Board of Directors, who at this time do not foresee a reason to change.
The audit of the Company for the year ended September 30, 1998, was conducted
by KPMG Peat Marwick LLP. A representative from such firm is expected to be
present at the meeting to answer appropriate questions, but does not intend to
make a statement.
MANNER IN WHICH PROXIES WILL BE VOTED
The Company proposes to vote the proxies for the election of each of the above
named five nominees to the Board, each to hold office until the next annual
meeting and until his successor is elected and has qualified. In the event
that any nominee is not available to serve as a director at the time of the
election (which the Company has no reason to anticipate), proxies may be voted
for such substitute nominees as the Company may propose.
The Board proposes the following resolution amending the Certificate of
Incorporation. This resolution eliminates the Class B common and the preferred
stock. No shares of either of these classes have been issued or outstanding.
This purpose of elimination is to reduce annual fees to the state of Delaware.
This will leave only the two million (2,000,000) shares of Common Stock in the
capital structure. The officers will need to execute such documents as required
to effectuate the resolution.
RESOLVED, that Section 4.1 of Article 4 of the Restated Certificate of
Incorporation of the corporation shall be amended to read as follows:
"ARTICLE 4 -- CAPITAL STOCK
4.1 The aggregate number of shares of stock the corporation has authority to
issue shall be Two Million (2,000,000) shares, all of which shall be classified
as Common Stock with a par value of ten cents ($0.10) per share."
RESOLVED FURTHER, that the officers of the Corporation are empowered and
authorized to perform any and all acts and execute any and all notices or
documents necessary to effectuate the above resolution.
The Board knows of no other matter to be presented at the meeting. However,
if any other matter properly comes before the meeting, the persons named in the
proxy form enclosed will vote in accordance with their judgment upon such
matters. Stockholders who do not expect to attend in person are urged to
execute and return the enclosed proxy card promptly.
PROPOSALS OF STOCKHOLDERS
The Company's next Annual Meeting is expected to be held during the second
quarter (January, February, March) of fiscal year 2000 at a time and date to be
determined by the Board of Directors. Proposals of stockholders to be presented
at that meeting must be received at the Company's executive offices no later
than September 30, 1999, for inclusion in the proxy statement.
GENERAL
The Company will provide to any stockholder, without charge, upon written
request to the Secretary of the Company, a copy of the Company's annual report
on Form 10-KSB for fiscal year 1998, without exhibits.
John S. Kirk
Secretary
West Des Moines, Iowa
January 14, 1999
