<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 (S) 240.14a-11(c) or (S) 240.14a-12
Walker Interactive Systems, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Walker Interactive Systems, Inc.
- --------------------------------------------------------------------------------
(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)(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:
<PAGE>
[Walker Logo]
WALKER INTERACTIVE SYSTEMS(TM)
MARATHON PLAZA THREE NORTH
303 SECOND STREET
SAN FRANCISCO, CALIFORNIA 94107
April 10, 1997
Dear Stockholder:
On behalf of Walker Interactive Systems, Inc. (the "Company"), I cordially
invite you to attend the Annual Meeting of Stockholders, which will begin at
2:00 p.m. local time on Wednesday, May 14, 1997, at the Company's headquarters
in San Francisco, California. At the meeting, stockholders will be asked to (i)
elect two individuals to the Company's Board of Directors to serve three-year
terms expiring on the date of the Company's 2000 annual meeting of stockholders
and (ii) ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the next fiscal year. The accompanying Notice and
Proxy Statement describe these proposals. We urge you to read this information
carefully.
The directors and officers of the Company hope that as many stockholders as
possible will be present at the meeting. Because the vote of each stockholder
is important, we ask that you sign and return the enclosed proxy card in the
envelope provided, whether or not you now plan to attend the meeting. This will
not limit your right to change your vote at the meeting or to attend the
meeting.
We appreciate your cooperation and interest in the Company. To assist us
in preparation for the meeting, please return your proxy card at your earliest
convenience.
Sincerely yours,
/s/ Leonard Y. Liu
LEONARD Y. LIU
Chairman of the Board
<PAGE>
[Walker Logo]
WALKER INTERACTIVE SYSTEMS(TM)
MARATHON PLAZA THREE NORTH
303 SECOND STREET
SAN FRANCISCO, CALIFORNIA 94107
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 14, 1997
TO THE STOCKHOLDERS OF WALKER INTERACTIVE SYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Walker
Interactive Systems, Inc., a Delaware corporation (the "Company"), will be held
on Wednesday, May 14, 1997 at 2:00 p.m. local time at the Company's
headquarters, 303 Second Street, San Francisco, California for the following
purposes:
1. To elect two directors to hold office until the 2000 annual meeting of
stockholders.
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors of the Company for its fiscal year ending December 31, 1997.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 26, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors,
/s/ Bruce C. Pollock
BRUCE C. POLLOCK
Senior Vice President,
Chief Financial Officer
and Assistant Secretary
San Francisco, California
April 10, 1997
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ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
- --------------------------------------------------------------------------------
<PAGE>
[Walker Logo]
WALKER INTERACTIVE SYSTEMS(TM)
MARATHON PLAZA THREE NORTH
303 SECOND STREET
SAN FRANCISCO, CALIFORNIA 94107
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Walker Interactive Systems, Inc., a Delaware corporation (the "Company"), for
use at the Annual Meeting of Stockholders (the "Annual Meeting"), to be held on
Wednesday, May 14, 1997, at 2:00 p.m. local time or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at
the Company's headquarters in San Francisco, California. The Company intends to
mail this proxy statement and accompanying proxy card on or about April 10,
1997, to all stockholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March
26, 1997 will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on March 26, 1997, the Company had outstanding and
entitled to vote 13,179,276 shares of Common Stock. Each holder of record of
Common Stock on such date will be entitled to one vote for each share held on
all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, Marathon
Plaza Three North, 303 Second Street, San Francisco, California 94107, a written
notice of revocation or a duly executed proxy bearing a later date, or it may be
revoked by attending the meeting and voting in person. Attendance at the
meeting will not, by itself, revoke a proxy.
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1998 annual meeting of stockholders must be received by the Company
not later than December 10, 1997 in order to be included in the proxy statement
and proxy relating to that annual meeting. Stockholders are also advised to
review the Company's Bylaws, which contain additional requirements with respect
to advance notice of stockholder proposals and director nominations.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation and Bylaws provide that
the Board of Directors shall be divided into three classes, each class
consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board may
be filled only by persons elected by a majority of the remaining directors. A
director elected by the Board to fill a vacancy (including a vacancy created by
an increase in the Board of Directors) shall serve for the remainder of the full
term of the class of directors in which the vacancy occurred and until such
director's successor is elected and qualified.
The Board of Directors is presently composed of eight members and, upon
completion of this meeting, the Board intends to reduce the size of the Board to
seven members. There are two directors being nominated for election as Class II
Directors. Each of the nominees for election to this class is currently a
director of the Company, each having been elected by the Board. If elected at
the Annual Meeting, each of the nominees would serve until the 2000 annual
meeting and until his or her successor is elected and has qualified, or until
such director's earlier death, resignation or removal.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the two nominees named below. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve.
Mr. David M. Saykally has served as a Class II Director of the Company
since April 1989. Mr. Saykally has determined not to stand for reelection at
this Annual Meeting. Set forth below is biographical information for each
person nominated and each person whose term of office as a director will
continue after the Annual Meeting.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2000 ANNUAL MEETING
Class II Directors
Ms. Tania Amochaev, age 47, has served as a director of the Company since
May 1994. Ms. Amochaev joined QuickResponse Services, Inc., a provider of
supply chain management solutions to the retail industry, as President in May
1992 and was appointed Chief Executive Officer in May 1993. In February 1997,
Ms. Amochaev resigned from that position and was named Chairman of the Executive
Committee of QuickResponse Services, Inc. Ms. Amochaev was Chief Executive
Officer of Natural Language, Inc., a client/server database tool software
company, from May 1988 to March 1992. From 1984 to 1987, Ms. Amochaev was
President and Chief Executive Officer of Comserv Corporation, a manufacturing
applications software company acquired in 1987 by Management Science America.
Ms. Amochaev is currently a director of Governmental Technology Services, Inc.
and QuickResponse Services, Inc.
2
<PAGE>
Mr. John M. Lillie, age 60, has served as a director of the Company since
July 1996. In May 1996, Mr. Lillie was appointed Chairman of the Board of The
Epic Team, Inc., a manufacturer of bicycles and bicycle accessories. From 1991
to 1995, Mr. Lillie served as Chairman of the Board and Chief Executive Officer
of APL, Ltd. after having served as its President and Chief Operating Officer
from 1990 to 1991. Mr. Lillie is currently a director of The Gap, Inc., Vons
Cos., Consolidated Freightways and The Harper Group.
MANAGEMENT RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1998 ANNUAL MEETING
Class III Directors
Mr. Richard C. Alberding, age 66, has served as a director of the Company
since October 1991. Mr. Alberding was employed by Hewlett-Packard Co., a
computer company, from 1958 until his retirement in June 1991, serving in
various positions, most recently as Executive Vice President with responsibility
for Hewlett-Packard's Marketing and International operations. Mr. Alberding is
currently a director of Kennametal, Inc., Sybase, Inc., Digital Microwave Corp.,
Paging Network, Inc., Digital Link, Inc., Quickturn Design Systems, Inc. and
Storm Technology.
Mr. David C. Hodgson, age 40, has served as a director of the Company since
February 1989. Mr. Hodgson has been a Managing Member of General Atlantic
Partners, LLC, an investment firm, since its formation in 1989. From 1982 to
1989, Mr. Hodgson held various investment management positions with General
Atlantic Corporation and General Atlantic Service Corporation. Mr. Hodgson is
currently a director of The Baan Company N.V. and ProBusiness Services, Inc.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 1999 ANNUAL MEETING
Class I Directors
Mr. Leonard Y. Liu, age 55, has served as the Chairman, President and Chief
Executive Officer of the Company since June 1995. Prior to joining the Company,
Mr. Liu served as Chief Operating Officer of Cadence Design Systems, Inc.
("Cadence"), an electronic automated design software company, from January 1993
to March 1995, and has been a director of Cadence since June 1989. Mr. Liu was
Chairman and Chief Executive Officer of Acer America Corporation and President
of Acer, Inc., personal computer company, from 1989 until March 1992. From 1969
to April 1989, Mr. Liu held various technical and general management positions
in IBM Corporation, a computer company.
Mr. David C. Wetmore, age 48, has served as a director of the Company since
May 1993. Since November 1995, Mr. Wetmore has served as Managing Director of
The Updata Group, Inc., an investment banking organization serving the
technology industry. From January 1995 through April 1995, Mr. Wetmore was
Executive Vice President, Europe and Agents, of Legent Corporation ("Legent"), a
developer and distributor of productivity enhancement system software. From
August 1992 to December 1994, Mr. Wetmore served as Legent's Executive Vice
President and Chief Operating Officer. From August 1988 to August 1992, Mr.
Wetmore was employed by Goal Systems International, Inc., a software products
company, in various positions, most recently as Chairman of the Board, President
and Chief Executive Officer. Mr. Wetmore is currently a director of Grange
Mutual Insurance Companies, Continental Circuits Corp., Netstart, Inc.,
Pivotpoint, Inc. and Nationwide Investing Foundation, Plc., a registered
investment company.
3
<PAGE>
Mr. William A. Hasler, age 55, has served as a director of the Company
since February 1996. Since August 1991, Mr. Hasler has been the Dean and
Department Chair of the Walter A. Haas School of Business at the University of
California, Berkeley. From July 1972 to August 1991, Mr. Hasler was employed by
KPMG Peat Marwick in various positions, most recently as Vice Chairman
responsible for the worldwide management consulting practice. Mr. Hasler is
currently a director of The Gap, Inc., Tenera Corporation, TCSI Corporation and
Aphton Corporation.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1996, the Board of Directors held
six meetings. The Board has an Audit Committee, a Compensation Committee, a
Nominating Committee and a Non-Officer Stock Option Committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements, recommends to the Board the independent auditors to be retained, and
receives and considers the independent auditors' comments as to controls,
adequacy of staff and management performance and procedures in connection with
audit and financial controls. The Audit Committee met four times during the
fiscal year ended December 31, 1996. It is currently composed of three non-
employee directors, Ms. Amochaev and Messrs. Hodgson and Wetmore. Prior to May
9, 1996, the Audit Committee was composed of Messrs. Alberding, Hodgson and
Saykally.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation and otherwise determines compensation levels and performs
such other functions regarding compensation as the Board may delegate. The
Compensation Committee, which is currently composed of three non-employee
directors, Messrs. Alberding, Hasler and Saykally, met three times during the
fiscal year ended December 31, 1996. Prior to May 9, 1996, the Compensation
Committee was composed of Messrs. Alberding and Hodgson.
The Nominating Committee interviews, evaluates, nominates and recommends
individuals for membership on the Company's Board of Directors and committees
thereof and nominates specific individuals to be elected as officers of the
Company by the Board of Directors. No procedure has been established for the
consideration of nominees recommended by stockholders. The Nominating
Committee, which is composed of three directors, Messrs. Alberding, Hodgson and
Liu, did not meet during the fiscal year ended December 31, 1996.
The Non-Officer Stock Option Committee is authorized to make stock option
grants under the Company's 1994 Equity Incentive Plan and 1995 Non-Statutory
Stock Option Plan for Non-Officers to employees who are not officers. The Non-
Officer Stock Option Committee, which is composed of one director, Mr. Liu,
acted thirteen times during the fiscal year ended December 31, 1996.
During the fiscal year ended December 31, 1996, each Board member attended
at least 75% or more of the aggregate of the meetings of the Board and of the
committees on which he or she served, held during the period for which each was
a director or committee member, respectively.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997 and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. Deloitte & Touche
LLP has audited the Company's financial statements since 1988. Representatives
of Deloitte & Touche LLP are expected to be present at the Annual Meeting, will
have an opportunity to make a statement if they so desire and will be available
to respond to appropriate questions.
4
<PAGE>
Stockholder ratification of the selection of Deloitte & Touche LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Deloitte & Touche
LLP to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the selection, the Audit Committee and the
Board will reconsider whether or not to retain that firm. Even if the selection
is ratified, the Audit Committee and the Board in their discretion may direct
the appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Deloitte & Touche LLP.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
ADDITIONAL INFORMATION
MANAGEMENT
Officers are appointed annually by the Board and serve at the discretion of
the Board. Set forth below is information regarding executive officers of the
Company who are not directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
J. David Parrish 54 Senior Vice President, North American Operations
Bruce C. Pollock 53 Senior Vice President, Chief Financial Officer and
Assistant Secretary
Barbara M. Hubbard 45 Vice President, Corporate Controller, Chief
Accounting Officer, Assistant Treasurer and
Assistant Secretary
Alan C. Mendelson 49 Secretary
</TABLE>
Mr. Parrish has been with the Company since November 1989 and currently
serves as Senior Vice President, North American Operations. He is responsible
for the Company's North American region which includes sales, professional
services and customer support. From 1973 to 1989, Mr. Parrish was with Price
Waterhouse, an accounting firm, where he was a partner from 1980 to 1989, with
responsibility for its Western Region package implementation consulting
practice. Mr. Parrish is currently a director of Viasoft, Inc.
Mr. Pollock has served as Senior Vice President, Chief Financial Officer
and Assistant Secretary of the Company since October 1994. From November 1989
to August 1994, Mr. Pollock was Executive Vice President and Chief Financial
Officer of VMX, Inc., a voice processing systems company acquired by Octel
Communications Corporation in March 1994.
Ms. Hubbard has served as the Company's Vice President and Corporate
Controller since April 1996 and Chief Accounting Officer, Assistant Treasurer
and Assistant Secretary since May 1996. From May 1994 to July 1995, she was
Corporate Controller and Chief Accounting Officer of Intuit, Inc. From October
1991 to April 1994, she was Corporate Controller and Principal Accounting
Officer of Software Publishing Corporation. Ms. Hubbard is a Certified Public
Accountant in California and Illinois.
Mr. Mendelson has served as Secretary of the Company since June 1982. He
has been a partner of Cooley Godward LLP, counsel to the Company, since 1980 and
served as Managing Partner of its Palo Alto office from May 1990 to March 1995
and November 1996 to the present. Mr. Mendelson also served as Acting General
Counsel at Cadence Design Systems, Inc., an electronic design automation
software company from November 1995 to June 1996. He is a director of Acuson
Corporation, CoCensys, Inc., Elexsys International, Inc., and Isis
Pharmaceuticals, Inc.
5
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of February 28, 1997 by (i) all those known by
the Company to be beneficial owners of more than five percent of its Common
Stock, (ii) each director and nominee for director, (iii) each of the executive
officers named in the Summary Compensation Table and (iv) all executive officers
and directors of the Company as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-----------------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL (%)
---------------- --------- ----------
<S> <C> <C>
BKP Partners, LP................................ 2,241,800(2) 17.0
One Sansome Street, Suite 3900
San Francisco, CA 94104
Pioneering Management Corporation............... 822,800(3) 6.3
60 State Street
Boston, MA 02114
Morgan Stanley Group, Inc....................... 664,089(4) 5.0
1585 Broadway
New York, NY 10036
Leonard Y. Liu.................................. 418,751(5) 3.1
J. David Parrish................................ 250,066(5) 1.9
Bruce C. Pollock................................ 57,000(5)(6) *
Barbara M. Hubbard.............................. 10,000(5)
Richard C. Alberding............................ 29,142(5) *
Tania Amochaev.................................. 18,000(5) *
William A. Hasler............................... 12,000(5) *
David C. Hodgson................................ 37,482(5)(7)
John M. Lillie.................................. 5,000
David M. Saykally............................... 26,286(5) *
David C. Wetmore................................ 28,000(5) *
All directors and executive officers
as a group (11 persons)..................... 891,727(5)(7) 6.6
</TABLE>
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* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
13,173,760 shares outstanding on February 28, 1997, adjusted as required by
rules promulgated by the SEC.
(2) BKP Partners, LP is an investment partnership, of which BKP Capital
Management and Bob K. Pryt are the general partners.
(3) Pioneering Management Corporation ("Pioneering") is an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940.
Pioneering acts as investment advisor to the Pioneer Group of Mutual Funds.
(4) Morgan Stanley Group, Inc. is an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940.
6
<PAGE>
(5) Includes shares which certain directors and executive officers of the
Company have the right to acquire within 60 days after the date of this
table pursuant to outstanding options as follows: Leonard Y. Liu, 218,751
shares; J. David Parrish, 161,428 shares; Bruce C. Pollock, 50,000 shares;
Barbara M. Hubbard, 10,000 shares; Richard C. Alberding, 29,142 shares;
Tania Amochaev, 18,000 shares; William A. Hasler, 12,000 shares; David C.
Hodgson, 12,000 shares; David M. Saykally, 26,286 shares; David C. Wetmore,
21,000 shares; and all directors and executive officers as a group, 558,607
shares.
(6) Includes 2,000 shares held in spouse's retirement plan.
(7) Includes 25,482 shares held of record by General Atlantic Partners II, LP
and its affiliates. Mr. Hodgson is a Managing Member of General Atlantic
Partners, LLC, the general partner of General Atlantic Partners II, LP, and
may be deemed to be the beneficial owner of such shares.
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
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. 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.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with, except that Mr.
David Brownlee, a former executive officer of the Company, filed one late report
covering one transaction occurring after he left the Company. The report was
filed once he became aware of the requirement to report certain post-termination
transactions.
7
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a quarterly retainer of
$2,500 and a per meeting fee of $1,000 (plus $1,500 per year for serving as a
committee chairman and $1,000 per year for serving as a committee member). In
the fiscal year ended December 31, 1996, the total cash compensation earned by
non-employee directors was $103,500. The members of the Board of Directors are
also eligible for reimbursement for their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy.
Each non-employee director of the Company also receives stock option grants
under the 1993 Non-employee Directors' Stock Option Plan (the "Directors'
Plan"). Only non-employee directors of the Company or an affiliate of such
directors (as defined in the Code) are eligible to receive options under the
Directors' Plan. Options granted under the Directors' Plan are not intended by
the Company to qualify as incentive stock options under the Code.
Option grants under the Directors' Plan are non-discretionary. On January
2 of each year (or the next business day should such date be a legal holiday or
a weekend), each member of the Company's Board of Directors who is not an
employee of the Company or, where specified by the non-employee director, an
affiliate of such director, currently is automatically granted under the
Directors' Plan, without further action by the Company, the Board of Directors
or the stockholders of the Company, an option to purchase 6,000 shares of Common
Stock of the Company. In 1996, the Board of Directors and stockholders of the
Company approved an amendment to the Director's Plan to increase the annual
stock option grant to non-employee directors from 3,000 to 6,000 shares. No
other options may be granted at any time under the Directors' Plan. The
exercise price of options granted under the Directors' Plan is 100% of the fair
market value of the Common Stock subject to the option on the date of the option
grant. In 1996, the Board of Directors and stockholders of the Company also
approved an amendment to the Directors' Plan to increase the initial stock
option grant to new non-employee directors from 12,000 shares to 15,000 shares.
Options granted under the Directors' Plan upon initial election as a director
become exercisable ("vest") in three equal installments commencing on the first
anniversary following the option grant. Other options granted under the
Directors' Plan vest in four quarterly installments commencing on the date three
months after the date of the option grant. The terms of options granted under
the Directors' Plan is ten years. In the event of a merger of the Company with
or into another corporation or a consolidation, acquisition of assets or other
change-in-control transaction involving the Company, the vesting of each option
will accelerate and the option will terminate if not exercised prior to the
consummation of the transaction.
During the last fiscal year, the Company granted options covering 3,000
shares to each of Messrs. Alberding, Hodgson, Saykally and Wetmore and Ms.
Amochaev, at an exercise price of $7.38 per share. The fair market value of
such Common Stock on the date of such grant was $7.38 per share (based on the
closing sales price reported in the Nasdaq National Market for the date of
grant). The Company granted options covering 12,000 shares to Mr. Hasler at an
exercise price of $10.44 per share. The fair market value of such common stock
on the date of such grant was $10.44 per share (based on the closing sales price
reported in the Nasdaq National Market for the date of grant). The Company also
granted options covering 15,000 options to Mr. Lillie at an exercise price of
$11.13. The fair market value of such common stock on the date of such grant
was $11.13 per share (based on the closing sales price reported in the Nasdaq
National Market for the date of grant). As of February 28, 1997, no options had
been exercised under the Directors' Plan.
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal years ended December 31, 1996,
1995 and 1994, compensation awarded, paid to, or earned by the Company's Chief
Executive Officer, its other three most highly compensated executive officers at
December 31, 1996 and one former executive officer who departed from the Company
during fiscal year 1996 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
---------------------- -------------
ALL OTHER
SECURITIES COMPEN-
NAME AND PRINCIPAL SALARY BONUS UNDERLYING SATION
POSITION YEAR ($) ($) OPTIONS (#) ($)
- ----------------------------- ---- ------- ------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Leonard Y. Liu (1) 1996 375,000 283,190 75,000 4,555 (2)
Chairman, President and 1995 194,602 192,188 600,000 --
Chief Executive Officer
J. David Parrish 1996 220,000 180,612 -- 5,538 (2)
Senior Vice President, 1995 220,000 65,574 -- 7,500 (2)
North American Operations 1994 190,000 60,796 100,000 7,500 (2)
Bruce C. Pollock (4) 1996 200,000 70,287 -- 5,538 (2)
Senior Vice President and 1995 200,000 24,779 -- 2,500 (2)
Chief Financial Officer 1994 41,667 10,000 125,000 --
Barbara M. Hubbard (5) 1996 105,000 29,825 40,000 328 (3)
Vice President,
Corporate Controller and
Chief Accounting Officer
Linda L. Vetter (6) 1996 220,000 34,671 -- 20,840 (7)
Senior Vice President, 1995 136,365 38,519 100,000 4,172 (7)
Research and Development
</TABLE>
- ---------------
(1) Mr. Liu joined the Company as its Chairman, President and Chief Executive
Officer in June 1995.
(2) Consists of matching contributions pursuant to the Company's 401(k) Plan
and, in some cases, term life insurance premiums paid by the Company.
(3) Consists of term life insurance premiums paid by the Company.
(4) Mr. Pollock joined the Company as its Senior Vice President, Chief
Financial Officer and Assistant Secretary in October 1994.
(5) Ms. Hubbard joined the Company as its Vice President and Corporate
Controller in April 1996 and was named the Company's Chief Accounting
Officer, Assistant Treasurer and Assistant Secretary in May 1996.
(6) Ms. Vetter joined the Company as its Senior Vice President, Research and
Development in June 1995. Ms. Vetter left the Company on May 31, 1996.
(7) Consists of reimbursement of relocation expenses.
9
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its 1989 Stock
Option Plan and its 1994 Equity Incentive Plan (collectively, the "Plans"). As
of February 28, 1997, options to purchase a total of 1,498,926 shares were
outstanding under the Plans and options to purchase 437,278 shares remained
available for grant thereunder.
The following tables show for the fiscal year ended December 31, 1996,
certain information regarding options granted to, exercised by and held at year-
end by the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------ ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED (#) FISCAL YEAR(2) ($/SH)(3) DATE 5% ($) 10% ($)
- ----------------------- ----------- -------------- ----------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Leonard Y. Liu 75,000(5) 10.1% 13.75 12/19/06 648,548 1,643,547
J. David Parrish -- -- -- -- -- --
Bruce C. Pollock -- -- -- -- -- --
Barbara M. Hubbard 40,000(5) 5.4% 9.94 3/31/06 249,986 633,513
Linda L. Vetter -- -- -- -- -- --
</TABLE>
- -----------------------------
(1) Reflects the value of the stock option on the date of grant assuming (i)
for the 5% column, a five-percent annual rate of appreciation in the
Company's Common Stock over the ten-year term of the option and (ii) for
the 10% column, a ten-percent annual rate of appreciation in the Company's
Common Stock over the ten-year term of the option, in each case without any
discounting to net present value and before income taxes associated with
the exercise. Actual gains, if any, on stock option exercises depend on the
future performance of the Company's Common Stock and the continued
employment of the Named Executive Officer through the vesting period and
exercise period. These amounts represent assumed rates of appreciation
only, based on SEC Rules, and may not necessarily be indicative of results
obtained.
(2) Based on options to purchase 740,250 shares of the Company's Common Stock
granted in 1996.
(3) All options were granted at the fair market value at the date of grant.
(4) Options vest over a four-year period at the rate of 25% per year. The
options will fully vest upon a change of control, as defined in the Plans,
unless the acquiring company assumes the options or substitutes similar
options.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(2)
ACQUIRED ON REALIZED ----------------------------- --------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------- ------------ -------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leonard Y. Liu -- -- 187,500 487,500 1,535,156 3,377,344
J. David Parrish 1,500 20,288 228,499 74,286 1,693,054 378,750
Bruce C. Pollock -- -- 50,000 75,000 315,625 473,438
Barbara M. Hubbard -- -- -- 40,000 -- 145,000
Linda L. Vetter 17,000 109,438 3,000 12,000 23,250 93,000
</TABLE>
- -----------------------------
(1) Fair market value of the Company's Common Stock on the date of exercise
minus the exercise price.
(2) Fair market value of the Company's Common Stock at December 31, 1996
($13.56) minus the exercise price of the options.
EMPLOYMENT AGREEMENTS
Each of the Named Executive Officers, other than Mr. Liu and Ms. Hubbard,
has entered into an employment agreement that, as amended, provides, in the
event such officer is terminated without cause, he or she will be entitled to
receive severance payments equal to twelve months' base salary, accelerated
vesting of options that otherwise would have vested through the later of
December 31, 1996 or six months after the date of such termination and twelve
months after termination to exercise certain vested stock options. In addition,
the agreements provide that if such officer is terminated or his or her
responsibilities are reduced substantially as a result of an acquisition of the
Company or a similar corporate event, all remaining unvested options will
accelerate and become fully vested.
Mr. Liu entered into an employment agreement with the Company that provided
for a one-time signing bonus in the amount of $187,500, the grant of options to
purchase 600,000 shares of common stock and a $250,000 line of credit to be used
for the purchase of shares of the Company's common stock in the open market. As
of February 28, 1997, Mr. Liu had not drawn upon the line of credit. In
addition, the employment agreement provides, in the event he is terminated
without cause or he terminates his employment because the Company has reduced
his responsibilities, functions, titles or overall compensation package, he will
be entitled to receive severance payments equal to six months' base salary,
accelerated vesting of all options that otherwise would have vested over the
six-month period immediately following such termination and six months after
termination to exercise any and all vested stock options. The agreement also
provides that if Mr. Liu is terminated or his responsibilities reduced
substantially, as the result of an acquisition of the Company or a similar
corporate event, Mr. Liu will be entitled to receive severance payments in the
amount of twelve months' base salary and all remaining unvested options will
accelerate and become fully vested.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION/(1)/
The Compensation Committee of the Board of Directors (the "Committee") is
composed of the non-employee directors identified at the end of this report.
None of these non-employee directors has any interlocking or other type of
relationship that would call into question his independence as a committee
member. The Committee is responsible for setting and administering the policies
which govern annual performance, and determines the compensation of the Chief
Executive Officer ("CEO") and other executive officers of the Company.
COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation policies are to
attract, retain and reward executive officers who contribute to the Company's
success, to align the financial interests of executive officers with the
performance of the Company, to ensure a direct relationship between executive
pay and shareholder value, to motivate executive officers to achieve the
Company's business objectives and to reward individual performance. During
fiscal year 1996, the Company used base salary, annual incentives and long-term
incentives under the Plans to achieve these objectives. In carrying out these
objectives, the Committee considers the following:
. THE LEVEL OF COMPENSATION PAID TO EXECUTIVE OFFICERS IN POSITIONS OF
COMPANIES SIMILARLY SITUATED IN SIZE AND PRODUCTS. To ensure that pay
is competitive, the Committee, from time to time, compares the
Company's executive compensation packages with those offered by other
companies in the same or similar industries or with other similar
attributes. Compensation surveys used by the Company typically
include public and private companies comparable in size, products or
industry to the Company.
. THE INDIVIDUAL PERFORMANCE OF EACH EXECUTIVE OFFICER. Individual
performance includes meeting individual performance objectives,
demonstration of job knowledge, skills, teamwork and acceptance of the
Company's core values.
. CORPORATE PERFORMANCE. Corporate performance is evaluated by factors
such as performance relative to competitors, performance relative to
business conditions and progress in meeting the Company's objectives
and goals as typically reflected in the annual operating plan.
. THE RESPONSIBILITY AND AUTHORITY OF EACH POSITION RELATIVE TO OTHER
POSITIONS WITHIN THE COMPANY.
The Committee does not quantitatively weight these factors but considers all of
these factors as a whole in establishing executive compensation. The
application given each of these factors in establishing the components of
executive compensation follows.
- -------------------
/(1)/ This section is not "soliciting material," is not deemed filed with the
SEC and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or 1934 Act
whether made before or after the date hereof and irrespective of any
general incorporation language contained in such filing.
12
<PAGE>
BASE SALARY
Base salaries are established for each executive officer at levels that are
intended to be competitive with salaries for comparable positions at other
software and computer industry companies of similar size and products. The
Company seeks to pay salaries to executive officers that are commensurate with
their qualifications, duties and responsibilities and that are competitive in
the marketplace. In conducting periodic compensation reviews, the Committee
considers each individual executive officer's achievements in meeting Company
financial and business objectives during the prior fiscal year, as well as the
executive officer's performance of individual responsibilities and the Company's
financial position and overall performance. The Committee periodically
considers the low, midpoint and upper ranges of base salaries published by
compensation surveys in establishing base salaries of each executive officer.
ANNUAL INCENTIVE
Annual bonus incentives for executives are intended to reflect the
Company's belief that management's contribution to stockholder returns comes
from achieving operating results that maximize the Company's earnings and cash
flow over a multi-year time horizon. The Company believes that the achievement
of its performance objectives depends on (i) its ability to deliver outstanding
products and services to its customers, (ii) its success in establishing and
maintaining a position of strength in its chosen markets and (iii) its short-
and long-term profitability, as well as the quality of that profitability. For
purposes of annual incentive compensation, progress toward these performance
objectives is measured against the results anticipated in the Company's annual
operating plan, which is approved by the Board of Directors.
The 1996 incentive compensation for executive officers other than the Chief
Executive Officer was based in part on the achievement of total Company results
consistent with the Company's 1996 operating plan, as well as achievement of
other objectives in the 1996 operating plan specific to such officers'
individual areas of management responsibility.
The Company believes that this incentive compensation structure closely
links the incentives paid to its executives with the results necessary to create
long-term value for stockholders.
LONG-TERM INCENTIVE
The Compensation Committee also endorses the position that stock ownership
by management is beneficial in aligning management and stockholder interests in
enhancing stockholder value. In that regard, stock options also are used to
retain executives and motivate results to improve long-term stock market
performance. Stock options are granted at the prevailing market value and will
have value only if the Company's stock price increases. As part of its periodic
review of compensation, the Compensation Committee reviews the stock option
holdings of the Company's officers and senior executives, and recommends
additional stock option grants as appropriate.
The Compensation Committee determines the number of options to be granted
to executive management based on (i) competitive practice within the comparison
group used in determining base salary, (ii) historical performance of the
executive and (iii) the amount of prior grants held by the executives, as well
as the number of vested versus unvested options. When using comparative data,
the Company targets its option grants in the mid to high range of comparable
companies.
Section 162(m) of the Code limits the Company to a deduction for federal
income tax purposes of no more than $1.0 million of compensation paid to certain
Named Executive Officers in a taxable year. Compensation above $1.0 million may
be deducted it if is "performance-based compensation" within the meaning of the
Code. Stock options granted under the Company's 1994 Equity Incentive Plan with
an exercise price at least equal to the fair market value of the Company's
common stock on the date of grant are considered to be "performance-based
compensation."
13
<PAGE>
CEO COMPENSATION
During the fiscal year ended December 31, 1996, Mr. Liu served as Chairman,
President and Chief Executive Officer throughout the year and continues to hold
such offices.
Mr. Liu's base salary, annual incentives and long-term incentives were
determined in accordance with the criteria described in the "Base Salary,"
"Annual Incentive" and "Long-Term Incentive" sections of this report. Mr. Liu's
base salary in 1996 was $375,000; see "Summary Compensation Table." This
amount, together with a potential annual incentive tied to the achievement of
1996 revenue and net income targets, was estimated to provide an annual cash
compensation level which would be competitive with the mid to high range of
compensation paid by comparable software companies. Based on Mr. Liu's and the
Company's operating performance in 1996, Mr. Liu earned an incentive bonus of
$233,190. In addition, in recognition of Mr. Liu's leadership and outstanding
performance in rebuilding the Company's business during 1996, the Board of
Directors awarded Mr. Liu a special bonus of $50,000. Mr. Liu's total cash
compensation in 1996 was $658,190. As part of its annual review of senior
executive compensation, the Compensation Committee, at its meeting on December
20, 1996, granted Mr. Liu an option to purchase an additional 75,000 shares of
the Company's common stock at a price of $13.75 per share.
CONCLUSION
Through the plans described above, a significant portion of the Company's
executive compensation programs and Mr. Liu's compensation are contingent on
Company performance and realization of benefits closely linked to increases in
long-term stockholder value. The Company remains committed to this philosophy
of pay for performance, recognizing that the competitive market for talented
executives and the volatility of the Company's business may result in highly
variable compensation for a particular time period.
COMPENSATION COMMITTEE
WILLIAM A. HASLER, CHAIRMAN
RICHARD C. ALBERDING
DAVID M. SAYKALLY
14
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON/(1)/
Set forth below is a line graph comparing the cumulative total stockholder
return on the Company's Common Stock, based on its market price, with the
cumulative total return of companies on Standard & Poor's 500 Index (the "S&P
500") and the Nasdaq Computer and Data Processing Stocks Index, assuming
reinvestment of dividends, for the period beginning March 25, 1992, the date of
the initial public offering of the Company's Common Stock, through the Company's
fiscal year ended December 31, 1996. This graph assumes that the value of the
investment in the Company's Common Stock and each of the comparison groups was
$100 on March 25, 1992.
Comparison of Cumulative Total Return on Investment
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG WALKER INTERACTIVE SYSTEMS, S&P 500 INDEX AND NASDAQ
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period S&P
(Fiscal Year Covered) WALKER 500 INDEX NASDAQ
- ------------------- ---------- --------- -------
<S> <C> <C> <C>
Measurement Pt-03/31/92 $100.00 $100.00 $100.00
FYE 06/30/92 $ 84.15 $101.90 $ 87.77
FYE 09/30/92 $ 86.59 $105.12 $ 94.14
FYE 12/31/92 $107.32 $110.43 $106.67
FYE 03/31/93 $ 36.59 $115.25 $111.78
FYE 06/30/93 $ 34.76 $115.81 $111.84
FYE 09/30/93 $ 32.93 $118.80 $112.32
FYE 12/31/93 $ 46.34 $121.56 $112.89
FYE 03/31/94 $ 48.78 $116.95 $114.45
FYE 06/30/94 $ 40.85 $117.45 $112.00
FYE 09/30/94 $ 36.59 $123.19 $124.69
FYE 12/31/94 $ 32.93 $123.17 $137.05
FYE 03/31/95 $ 34.15 $135.16 $154.27
FYE 06/30/95 $ 28.05 $148.06 $182.85
FYE 09/30/95 $ 42.38 $159.83 $199.74
FYE 12/31/95 $ 36.28 $169.46 $208.71
FYE 03/31/96 $ 48.78 $178.55 $218.52
FYE 06/30/96 $ 48.78 $186.57 $242.89
FYE 09/30/96 $ 57.93 $192.33 $247.73
FYE 12/31/96 $ 66.16 $208.37 $257.67
</TABLE>
_______________
/(1)/ This Section is not "soliciting material," is not deemed "filed" with
the SEC and is not to be incorporated by reference in any filing of
the Company under the Securities Act of 1933, as amended, or the 1934
Act whether made before or after the date hereof and irrespective of
any general incorporation language in any such filing.
15
<PAGE>
CERTAIN TRANSACTIONS
The Company has entered into indemnity agreements with certain officers and
directors which provide, among other things, that the Company will indemnify
such officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party by
reason of his position as a director, officer or other agent of the Company, and
otherwise to the full extent permitted under Delaware law and the Company's
Bylaws.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ Bruce C. Pollock
BRUCE C. POLLOCK
Senior Vice President,
Chief Financial Officer
and Assistant Secretary
April 10, 1997
16
<PAGE>
[LOGO]
WALKER INTERACTIVE SYSTEMS
April 10, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders of
Walker Interactive Systems, Inc. which will be held on Wednesday, May 14, 1997
at 2:00 p.m. at Walker's headquarters, 303 Second Street, San Francisco,
California.
At the meeting, we will vote on the proposals described in the accompanying
Notice and Proxy Statement and report to you on the operations of the Company.
You will have the opportunity to ask questions about the business that may be of
general interest to you and other stockholders.
Your vote is important regardless of how many shares you own and whether or not
you plan to attend the Annual Meeting of Stockholders. Please take a few minutes
now to review the proxy statement and to sign and date your proxy and return it
in the postage-paid envelope provided.
Sincerely,
/s/ Leonard Y. Liu
Leonard Y. Liu
Chairman, President and
Chief Executive Officer
DETACH HERE
[X] Please mark votes as in this example.
The shares represented by this proxy will be voted as directed by the
undersigned. IF NO DIRECTION IS GIVEN WITH RESPECT TO ITEMS (1) OR (2) BELOW,
THE PROXY WILL BE VOTED IN FAVOR OF (FOR) SUCH ITEM.
1. To elect two directors to hold office until the 2000 Annual Meeting of
Stockholders.
Nominees: Tania Amochaev, John M. Lillie
FOR WITHHELD _____________________
BOTH NOMINEES FROM BOTH NOMINEES FOR BOTH NOMINEES
[_] [_] [_] EXCEPT AS NOTED ABOVE
2. To ratify the selection of Deloitte & Touche LLP as independent auditors of
the Company for its fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Please vote, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in the United States.
Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership please sign in
partnership name by authorized person.
Signature Date Signature Date
---------------- -------- ---------------- ----------
