<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
- - --------------------------------------------------------------------------------
(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):
/ / 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:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE>
NORTHSTAR COMPUTER FORMS, INC.
7130 NORTHLAND CIRCLE NORTH
BROOKLYN PARK, MINNESOTA 55428
------------------------
NOTICE OF ANNUAL SHAREHOLDERS MEETING
TO BE HELD APRIL 3, 1997
------------------------
TO: The Shareholders of Northstar Computer Forms, Inc.:
The annual meeting of the shareholders will be held at the Minneapolis
Athletic Club, 615 Second Avenue South, Minneapolis, Minnesota 55402, on
Thursday, April 3, 1997, at 3:30 p.m. for the following purposes:
1. To elect a Board of six directors, each to hold office until the next
Annual Shareholders Meeting or until their successors are elected;
2. To consider and act upon a proposal to ratify the selection of Coopers &
Lybrand L.L.P. as independent accountants of the Company for the year
ending October 31, 1997; and
3. To take action on any other business that may properly come before the
meeting.
The Board of Directors has fixed the close of business on February 10, 1997
as the record date for the determination of shareholders entitled to vote at the
meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Roger T. Bredesen, CHAIRMAN
Minneapolis, Minnesota
February 12, 1997
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY SO DESIRE.
<PAGE>
NORTHSTAR COMPUTER FORMS, INC.
7130 NORTHLAND CIRCLE NORTH
BROOKLYN PARK, MINNESOTA 55428
------------------------
PROXY STATEMENT
FEBRUARY 12, 1997
------------------------
GENERAL MATTERS
SOLICITATION OF PROXIES
This Proxy Statement, mailed on or about February 12, 1997, is furnished to
shareholders of Northstar Computer Forms, Inc. (the "Company") in connection
with the solicitation of proxies by the Board of Directors of the Company to be
voted at the Annual Meeting of Shareholders to be held on Thursday, April 3,
1997, or any adjournment or adjournments thereof, for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders. The cost of this
solicitation will be borne by the Company. In addition to solicitation by mail,
officers, directors and employees of the Company may solicit proxies by
telephone, special communications or in person. The Company may also request
banks and brokers to solicit their customers who have a beneficial interest in
the Company's Common Stock registered in the names of nominees and will
reimburse such banks and brokers for their reasonable out-of-pocket expenses.
VOTING, EXECUTION AND REVOCATION OF PROXIES
Only stockholders of record at the close of business on February 10, 1997,
will be entitled to vote. As of that date, the Company had 1,716,571 shares of
Common Stock outstanding and entitled to vote. Each shareholder is entitled to
one vote for each share registered in his or her name. Cumulative voting is not
permitted.
If a proxy is properly executed and returned on time in the form enclosed,
it will be voted at the meeting as specified. Where specification has not been
made, it will be voted FOR the election of the nominees for Director, FOR
ratification of the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as the Company's independent accountants for the year ending October 31,
1997, and will be deemed to grant discretionary authority to vote upon any other
matters properly coming before the meeting. The presence in person or by proxy
of the holders of a majority of the shares of stock entitled to vote at the
Annual Meeting of Shareholders, or 858,285 shares, constitutes a quorum for the
transaction of business.
A list of those shareholders entitled to vote at the Annual Meeting will be
available for a period of 10 days prior to the Annual Meeting for examination by
any shareholder at the Company's principal executive offices, 7130 Northland
Circle North, Brooklyn Park, Minnesota, and at the Annual Meeting itself.
Any proxy may be revoked at any time before it is voted by written notice to
the Acting Secretary, by receipt of a proxy properly signed and dated subsequent
to an earlier proxy, or by revocation of a written proxy by request at the
Annual Meeting. If not so revoked, the shares represented by such proxy will be
voted.
2
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL
HOLDERS AND MANAGEMENT
The following table sets forth as of January 19, 1997 the number of shares
of Common Stock beneficially owned by each person known to the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of the
Company's capital stock by each director and by all executive officers and
directors as a group. Except as otherwise indicated, the persons listed possess
all voting and investment power with respect to the shares listed for them.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- - ---------------------------------------------------------- ------------------------ -----------
<S> <C> <C>
Roger T. Bredesen......................................... 101,633 Shares(1) 6%
7130 Northland Circle North
Brooklyn Park, MN 55428
Roger T. Bredesen Income Trust A dated 143,200 Shares 8%
June 29, 1990...........................................
E. Burke Hinds, Trustee
100 So. 5th Street, Suite 1100
Minneapolis, MN 55402
Roger T. Bredesen Income Trust B dated 143,200 Shares 8%
June 29, 1990...........................................
Clarence J. Hynes, Trustee
1433 Utica Avenue So.
Minneapolis, MN 55416
E. Fay Bredesen Income Trust dated 158,237 Shares 9%
June 29, 1990...........................................
Wendall J. Davidson, Trustee
11931 54th Avenue So.
Minneapolis, MN 55442
E. Fay Bredesen 1996 Annuity Trust U/A dated 141,857 Shares 8%
December 20, 1996.......................................
E. Fay Bredesen and
E. Burke Hinds, Trustees
100 So. Fifth Street, Suite 1100
Minneapolis, MN 55402
E. Burke Hinds............................................ 320,057 Shares(2) 18%
100 So. Fifth Street, Suite 1100
Minneapolis, MN 55402
John Mutschler............................................ 7,667 Shares(3) *
7130 Northland Circle North
Brooklyn Park, MN 55428
Kenneth E. Overstreet..................................... 46,810 Shares(4) 3%
7130 Northland Circle North
Brooklyn Park, MN 55428
J.S. Braun................................................ 9,333 Shares(5) *
8000 Townline Avenue So.
Minneapolis, MN 55439
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- - ---------------------------------------------------------- ------------------------ -----------
<S> <C> <C>
Roy W. Terwilliger........................................ 2,666 Shares(6) *
P. O. Box 444005
Eden Prairie, MN 55344
Dr. Lester A. Wanninger................................... 0 Shares
395 Hubert H. Humphrey Building
271 19th Avenue South
Minneapolis, MN 55455
All executive officers (4)
and directors as a group
(8 individuals)......................................... 198,191 Shares(1,3-7) 11%
</TABLE>
- - ------------------------
* Represents less than 1%
(1) Includes 17,167 shares issuable upon exercise of currently exercisable
options.
(2) Represents 143,200 shares beneficially owned by the Roger T. Bredesen Income
Trust A dated June 29, 1990, 141,857 shares beneficially owned by the E. Fay
Bredesen 1996 Aunnuity Trust U/A dated December 20, 1996 and 35,000 shares
beneficially owned by the Roger T. Bredesen 1996 Annuity Trust U/A dated
December 20, 1996, as to all of which trusts Mr. Hinds serves as trustee.
(3) Includes 6,667 shares issuable upon exercise of currently exercisable
options.
(4) Includes 44,666 shares issuable upon exercise of currently exercisable
options.
(5) Includes 6,667 shares issuable upon exercise of currently exercisable
options.
(6) Includes 2,666 shares issuable under currently exercisable options.
(7) Includes 8,400 shares issuable to two officers upon exercise of currently
exercisable options.
4
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
The Board of Directors currently consists of six persons. Each Director will
be elected to serve until the Annual Meeting of Shareholders to be held in 1998
or until a successor is elected and qualified. Vacancies and newly-created
directorships resulting from an increase of the number of Directors may be
filled by a majority of the Directors then in office and the Directors so chosen
will hold office until the next election.
The Board of Directors has nominated for election Roger T. Bredesen, John G.
Mutschler, J.S. Braun, Kenneth E. Overstreet, Roy W. Terwilliger and Dr. Lester
A. Wanninger. It is intended that proxies accompanying this Proxy Statement will
be voted at the 1997 Annual Meeting FOR the election to the Board of all of
these individuals. The Board of Directors believes that each nominee will be
able to serve, but should any nominee be unable to serve as a Director, the
persons named in the proxies have advised that they will vote for the election
of such substitute nominee as the Board of Directors may propose.
The Board recommends a vote FOR the election of the nominees for director.
The following information is furnished with respect to each nominee as of
January 31, 1997:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS DIRECTOR
NAME AND AGE EXPERIENCE FOR THE PAST 5 YEARS SINCE
- - -------------------------------------- ---------------------------------------------------------------- -----------
<S> <C> <C>
Roger T. Bredesen, 70................. Chairman of the Board and Chief Executive Officer of the Company 1964
since its inception in 1962; President from 1962 until December
1994
John G. Mutschler, 68................. President of John G. Mutschler & Associates, Inc. (administers 1972
qualified pension and profit-sharing plans) since 1958;
President of J.G.M. Agency, Inc. (manages real estate) since
1980; director of Al-Pana Aluminum Company, Inc. of Medina,
Minnesota and Tel Tech, Inc. of Minneapolis, Minnesota, both of
which are reporting companies under the Securities Exchange Act
of 1934.
J.S. Braun, 64........................ Chief Executive Officer and Chairman of Braun Intertec 1992
Corporation, an engineering and environmental consulting firm
with 22 offices across the north-western United States; director
of Community Bank Group; and, Vice President of a joint venture
firm in China, Yucai-Braun Intertec.
Kenneth E. Overstreet, 55............. President of the Company since December 1994; Executive Vice 1993
President from May 1989 to 1994. From 1985 to 1989, Mr.
Overstreet was President of the Card Division of Data Card
Corporation, a manufacturer of credit cards.
Roy W. Terwilliger, 59................ Minnesota State Senator in District 42; President of Community 1993
Bank Group, Inc. of Eden Prairie, Minnesota since 1989. From
July 1975 to 1989, Mr. Terwilliger was President of Suburban
National Bank of Eden Prairie, Minnesota.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS DIRECTOR
NAME AND AGE EXPERIENCE FOR THE PAST 5 YEARS SINCE
- - -------------------------------------- ---------------------------------------------------------------- -----------
<S> <C> <C>
Dr. Lester A. Wanninger, 59........... Since 1989, Dr. Wanninger has been a faculty member and 1996
coordinator of extension classes in Information and Decision
Sciences at the Carlson School of Management of the University
of Minnesota; Dr. Wanninger has a Ph.D. in chemical engineering.
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
MEETINGS. During the fiscal year ended October 31, 1996 there were four
meetings of the Board of Directors. All of the meetings were attended by every
director, except one meeting which Mr. Terwilliger was unable to attend.
BOARD COMMITTEES. The Board of Directors has established both an Audit
Committee and a Compensation Committee.
The Audit Committee acts as a liaison between the Company's outside auditing
firm and Company management and, in connection therewith, may (i) recommend to
the Board of Directors an annual selection or retention of the Company's outside
auditing firm, (ii) communicate with the Company's outside auditing firm
concerning matters of accounting and auditing policy which such firm may desire
to discuss with other than Company management, and (iii) review and recommend to
Company management improvements in the Company's accounting and auditing
procedures. The members of the Audit Committee in fiscal 1996 consisted of Mr.
Mutschler and Dr. Wanninger. The Audit Committee held one meeting during the
1996 fiscal year.
The Compensation Committee makes recommendations to the Board of Directors
respecting the sufficiency and adequacy of the Company's compensation programs
for management and other key employees, including (i) salary and bonus programs,
(ii) incentive and other stock option programs (including the recommendation of
persons who should receive options and the exercise price and other terms
therefor), and (iii) other perquisites. The members of the Compensation
Committee consist of Messrs. Braun, Mutschler and Mr. Terwilliger. One meeting
was held in the fiscal year ended October 31, 1996 which Mr. Terwilliger was
unable to attend.
REMUNERATION OF DIRECTORS. Directors receive annual directors' fees of
$2,500 plus $600 per meeting attended. In addition, directors of the Company
receive options for serving on the Board as follows:
<TABLE>
<CAPTION>
NUMBER OF PURCHASE PRICE DATE
DIRECTOR SHARES PER SHARE GRANTED
- - -------------------------------------------------------- ----------- --------------- -----------
<S> <C> <C> <C>
Roger T. Bredesen....................................... 6,667 $ 4.88 1988(1)
John Mutschler.......................................... 6,667 $ 4.88 1988(1)
J. S. Braun............................................. 6,667 $ 5.63 1992(1)
Kenneth E. Overstreet................................... 6,667 $ 6.00 1993(1)
Roy Terwilliger......................................... 6,667 $ 7.25 1995(2)
Dr. Lester A. Wanninger................................. 6,667 $ 7.00 1996(2)
</TABLE>
- - ------------------------
(1) These options were granted by resolution of the Board of Directors. The
option exercise prices (Purchase Price Per Share) were determined by the bid
price listed in the STAR TRIBUNE newspaper of the Twin Cities on the date of
grant (as adjusted for stock splits). Such options may be exercised at the
rate of 1,333 shares for each year of continuous service on the Board of
Directors. Board members who have served on the Board in excess of five (5)
years are able to exercise options for all 6,667 shares. The right to
exercise such options shall expire ten (10) years from the date of grant.
6
<PAGE>
(2) These options were granted pursuant to the Company's Outside Directors Stock
Option Plan (the "Directors Plan") which provides formula grants of stock
options to outside (non-employee) directors ("Outside Directors"). Pursuant
to the Directors Plan, each Outside Director elected to the Board during or
after 1993 will receive an Option to purchase 6,667 shares of Common Stock
at a purchase price equal to the closing price of the Common Stock on the
date of grant. Options granted under the Directors Plan vest and become
exercisable over a five year period at the rate of 20% per year commencing
one year from the date of grant, and expire at the earlier of (i) 10 years
from the date of grant, or (ii) one year after the Outside Director ceases
to be a member of the Board.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table summarizes the cash and non-cash compensation paid to or
earned by the Company's Chief Executive Officer and its one other executive
officer during the past three fiscal years whose annual salary and bonus
exceeded $100,000 during the Company's fiscal year ended October 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
FISCAL YEAR COMPENSATION ALL OTHER
ENDED OCTOBER ---------------------- --------------------- COMPENSATION
NAME AND PRINCIPAL POSITION 31, SALARY($) BONUS($) AWARDS OF OPTIONS(#) ($)(1)
- - ---------------------------------------- ------------- --------- ----------- --------------------- ---------------
<S> <C> <C> <C> <C> <C>
Roger T. Bredesen,...................... 1996 180,726 25,000 -0- 5,008
Chairman of the Board 1995 175,656 40,000 -0- 50,876
1994 172,899 50,000 -0- 46,666
Kenneth E. Overstreet,.................. 1996 122,894 28,198 -0- 19,897
President and Director 1995 122,167 30,753 20,000 15,515
1994 117,572 30,464 6,667 9,270
</TABLE>
- - ------------------------
(1) Consists of contributions under the Company's Profit Sharing Plan and Trust
($5,008 to both Mr. Bredesen and to Mr. Overstreet in fiscal year 1996) and
the value of deferred compensation benefits under the Company's Deferred
Compensation Plan of $14,889 for Mr. Overstreet in fiscal year 1996.
STOCK OPTIONS
No options were granted to any of the executive officers named in the
Summary Compensation Table during the fiscal year ended October 31, 1996. The
following table summarizes the value of the unexercised options held by the
executive officers named in the Summary Compensation table as of October 31,
1996:
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE YEAR-END FISCAL YEAR-END
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- - ------------------------------------ --------------- ----------- ------------------------ --------------------------
<S> <C> <C> <C> <C>
Roger T. Bredesen................... N/A N/A 17,167/4,500(2) $ 40,651/$7,650
Kenneth Overstreet.................. N/A N/A 44,666/28,668(3) $ 162,064/$44,938
</TABLE>
- - ------------------------
(1) Value of unexercised options is calculated by determining the difference
between the fair market value of the shares underlying the options at
October 31, 1996 and the exercise price of the options.
7
<PAGE>
(2) Consists of options to purchase 15,000 shares under the Company's 1994
Employees' Incentive Stock Option Plan (the "1994 Plan") and 6,667 shares
for serving on the Board of Directors.
(3) Consists of options to purchase 6,667 shares for serving on the Board of
Directors, 40,000 shares under the 1994 Plan and 26,667 shares pursuant to a
grant made by the Company in August 1990.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Roger T. Bredesen, its
Chief Executive Officer, effective December 17, 1986, to serve in such capacity
until terminated by one of the parties upon 90 days notice. Mr. Bredesen's
annual base salary under the employment agreement is adjusted annually by the
Compensation Committee of the Board of Directors (in 1996, Mr. Bredesen's base
salary was $180,726). The employment agreement also establishes an aggregate of
$500,000 to be paid over the course of 10 years following Mr. Bredesen's
termination of employment with the Company at the rate of $50,000 per year
(which amount is subject to adjustment annually based on changes in the Consumer
Price Index). In October 1996, the Board of Directors amended this plan to allow
Mr. Bredesen to begin receiving these payments in November 1996.
The Company entered into an employment agreement with Kenneth E. Overstreet,
its President, effective May 10, 1989, to serve originally as its Executive Vice
President until terminated by one of the parties. Mr. Overstreet's annual base
salary under the employment agreement is Adjusted annually by the Compensation
Committee of the Board of Directors (in 1996, Mr. Overstreet's base salary was
$122,894). The employment agreement also granted to Mr. Overstreet an option to
purchase 26,667 shares of the Company's Common Stock at a purchase price of
$4.50 per share. Mr. Overstreet has agreed not to compete with the Company for a
period of two years after the termination of his employment.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
To the knowledge of the Company, based solely upon review of Forms 3 and 4
and amendments thereto furnished to the Company during the fiscal year ended
October 31, 1996, pursuant to Rule 16(a)-3(e) of the Rules and Regulations
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Forms 5 and amendments thereto furnished to the Company with respect
to its fiscal year ended October 31, 1996, each of Messrs. Mutschler, Bredesen
and Overstreet failed to file, on a timely basis, one Form 4 filing for the
Company's 1996 fiscal year and each of Messrs. Terwilliger, Braun and Overstreet
failed to timely amend a Form 5 filing for the Company's 1996 fiscal year.
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Coopers & Lybrand L.L.P. as independent accountants to examine the
accounts of the Company for the fiscal year ending October 31, 1997, and to
perform other accounting services. Coopers & Lybrand L.L.P. has acted as
independent accountants of the Company since 1984. Representatives of Coopers &
Lybrand L.L.P. are expected to be present at the 1997 Annual Meeting.
The Board recommends a vote FOR ratification of the appointment of Coopers &
Lybrand L.L.P.
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of
the Company, after notice to the Company, to present proposals for shareholder
action in the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for shareholder action and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. The Northstar Computer
Forms, Inc. 1997 Annual Meeting of
8
<PAGE>
Shareholders is expected to be held on or about April 2, 1998, and proxy
materials in connection with that meeting are expected to be mailed on or about
February 11, 1998. Shareholders proposals prepared in accordance with the proxy
rules must be received by the Company on or before December 1, 1997.
OTHER PROPOSALS
The Board of Directors of the Company does not intend to present any
business at the meeting other than the matters specifically set forth in this
Proxy Statement and knows of no other business to come before the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Roger T. Bredesen, CHAIRMAN
9
<PAGE>
NORTHSTAR COMPUTERS FORMS, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 3, 1997
PROXY
The undersigned shareholder of Northstar Computers Forms, Inc. (the
"Company") hereby constitutes and appoints either Roger T. Bredesen or Kenneth
E. Overstreet, or both of them, his or her proxy, with full power of
substitution, to attend the Annual Shareholders Meeting of the shareholders of
the Company to be held on April 3, 1997, at 3:30 p.m., Central Time, at the
Minneapolis Athletic Club, 615 Second Avenue South, Minneapolis, Minnesota
55402, or at any and all adjournments thereof, and there to act for and to vote
all stock of the undersigned, in the manner specified below, upon the following
matters:
1. Election of six directors to serve until the next Annual Shareholders
Meeting or until their successors are elected:
Roger T. Bredesen, John G. Mutschler, J.S. Braun, Kenneth E. Overstreet,
Roy W. Terwilliger and Lester A. Wanninger
<TABLE>
<S> <C> <C> <C>
/ / FOR all nominees listed above / / WITHHOLD AUTHORITY to vote for all
(except as indicated to the nominees listed above
contrary below)
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual, write that
nominee's name in the space provided below.)
- - --------------------------------------------------------------------------------
2. Selection of Coopers & Lybrand L.L.P. as independent accountants for the
Company for the fiscal year ending October 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion on any other matter that may properly come before the
meeting or any adjournment or adjournments thereof.
PLEASE FILL IN, SIGN, AND DATE ON REVERSE SIDE AND MAIL IN THE ENCLOSED
ENVELOPE.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED BY THE
UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR APPROVAL OF PROPOSALS 1 AND 2 AND GRANT DISCRETIONARY AUTHORITY ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE COMPANY'S NOTICE OF
ANNUAL SHAREHOLDERS MEETING TO BE HELD APRIL 3, 1997 AND PROXY STATEMENT.
Dated: --------------------------------------------, 1997
- - ----------------------------------------------------------
- - ----------------------------------------------------------
IMPORTANT: Signature(s) should correspond with the name
appearing on the books of the Company. When signing in a
fiduciary or representative capacity, give full title as
such. When more than one owner, each should sign.
