<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-69(e) (2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 14a-11(c) or Rule 14a-12
CITATION COMPUTER SYSTEMS, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
CITATION COMPUTER SYSTEMS, INC.
424 SOUTH WOODS MILL ROAD, SUITE 200
CHESTERFIELD, MISSOURI 63017
July 9, 1997
To the Shareholders of CITATION Computer Systems, Inc.:
You are cordially invited to attend the CITATION Computer Systems, Inc.
1997 Annual Meeting of Shareholders, to be held on Friday, August 15, 1997.
The meeting will begin promptly at 10:00 a.m. at 8000 Forsyth Boulevard, 15th
Floor, Clayton, Missouri.
The matters to be acted on at the meeting are described in detail in the
attached official Notice of the Annual Meeting of Shareholders and Proxy
Statement. Company officers will present reports and Shareholders will have an
opportunity to ask questions of general interest. Also enclosed is a copy of
the Company's Annual Report to Shareholders for the fiscal year ended March 31,
1997.
Your prompt cooperation in signing and returning your Proxy immediately
will be greatly appreciated, and may save additional solicitation expenses.
Please note that returning your completed Proxy will not prevent you from
voting in person at the meeting if you wish to do so. You may use the enclosed
self-addressed stamped envelope to return your Proxy.
Sincerely,
J. Robert Copper
Chairman and Chief
Executive Officer
WE NEED YOUR PROXY VOTE IMMEDIATELY. A SHAREHOLDER MAY THINK HIS OR HER
VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF
SHAREHOLDERS OF CITATION COMPUTER SYSTEMS, INC., SCHEDULED FOR AUGUST 15, 1997,
WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
MAJORITY OF THE SHARES ELIGIBLE TO VOTE ARE REPRESENTED. IN THAT EVENT, THE
COMPANY, AT SHAREHOLDER EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT
TO ACHIEVE A QUORUM. YOUR VOTE COULD BE CRITICAL TO ENABLE THE COMPANY TO HOLD
THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY IMMEDIATELY.
<PAGE> 3
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
CITATION COMPUTER SYSTEMS, INC.
July 9, 1997
To the Shareholders of CITATION Computer Systems, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of CITATION
Computer Systems, Inc., a Missouri corporation, will be held on FRIDAY, AUGUST
15, 1997, AT 10:00 A.M. at 8000 Forsyth Boulevard, 15th Floor, St. Louis,
Missouri.
Pursuant to the Company's Amended and Restated By-laws, the Board of
Directors has fixed the close of business on June 24, 1997, as the record date
for determining the Shareholders of the Company entitled to receive notice of
and to vote at the Annual Meeting of Shareholders. The following items,
described in the attached Proxy Statement, will be on the agenda:
1. To elect one person as the Class 2 Director, to serve a
three-year term expiring at the Annual Meeting of Shareholders to be
held in 2000;
2. To ratify the appointment of Price Waterhouse LLP as
independent auditors for the Company; and
3. To transact such other business as may properly come before
the meeting.
So far as management is aware, no business is expected to come before the
Annual Meeting of Shareholders other than the matters described as items 1 and
2 above.
By order of the Board of Directors,
J. Robert Copper
Chairman and Chief
Executive Officer
<PAGE> 4
PROXY STATEMENT
CITATION COMPUTER SYSTEMS, INC.
1997 ANNUAL MEETING OF SHAREHOLDERS
July 9 , 1997
This Proxy Statement is furnished in connection with the solicitation of
Proxies on behalf of the Board of Directors of CITATION Computer Systems, Inc.
(the "COMPANY") for the Annual Meeting of Shareholders that is scheduled to be
held on August 15, 1997, and any adjournments thereof (the "ANNUAL MEETING").
Only Shareholders of record of the Company's Common Shares (the only class of
stock of which the Company has issued and outstanding shares) at the close of
business on June 24, 1997 (the "RECORD DATE"), are entitled to notice of and to
vote at this meeting. As of the close of business on June 24, 1997, there were
3,803,717 Common Shares of the Company issued and outstanding and entitled to
vote.
If you sign and return the enclosed Proxy, the Common Shares represented
thereby will be voted FOR the nominee for director listed under the heading
"Nominee for Class 2 Director" and FOR the proposal to ratify the appointment
of Price Waterhouse LLP as independent auditors of the Company, unless
otherwise indicated on the Proxy. Although it is not anticipated that the
nominee will not serve as a Director, or be unable to serve as a Director, if
elected, in either such event the Proxies will be voted for such other person
as may be designated by the Board of Directors.
Returning your completed Proxy will not prevent you from voting in person
at the meeting should you be present and wish to do so. A Proxy may be revoked
by sending written notice of revocation to the Secretary of the Company, or by
signing and delivering a later dated Proxy, or, if you attend the Annual
Meeting in person, by voting at the Annual Meeting. Merely attending the
Annual Meeting will not constitute revocation of your Proxy. You may revoke
your Proxy at any time before it is voted.
Directors, officers, and other employees of the Company may solicit
Proxies by personal interview, telephone, facsimile transmission, and telegram
in addition to the use of the mails. The Company will request persons, such as
brokers, nominees, and fiduciaries, holding stock in their name for others, or
holding stock for others who have the right to give voting instructions, to
forward proxy materials to their principals and request authority for the
execution of the Proxy. The Company will reimburse them for reasonable
out-of-pocket expenses in so doing. The total cost of soliciting Proxies will
be borne by the Company.
The Company's principal corporate offices are located at 424 South Woods
Mill Road, Suite 200, Chesterfield, Missouri 63017. This Proxy Statement and
the enclosed form of Proxy were first mailed to Shareholders on or about July
9, 1997.
Proxy Statement Page 1
<PAGE> 5
I. ELECTION OF DIRECTORS
The Board of Directors consists of five persons. In accordance with the
Company's Articles of Incorporation and Amended and Restated By-laws, the Board
of Directors is divided into three classes, and the number of Directors in each
class is to be as nearly equal as possible. As a result, there is one Director
in Class 2 and two Directors in each of Class 1 and Class 3. The term of
office for a Director position is 3 years. Therefore, each year one class of
Directors is elected. One Class 2 Director will be elected at the 1997 Annual
Meeting of Shareholders.
JAMES F. O'DONNELL has been nominated and recommended by the Board of
Directors for election as a Class 2 Director at the Annual Meeting. Certain
biographical information about Mr. O'Donnell and the Directors whose terms will
continue after the Annual Meeting is set forth below.
Common Shares represented by a properly executed Proxy in the accompanying
form will be voted for James F. O'Donnell unless otherwise directed. Should
Mr. O'Donnell become unavailable for any reason before the election, the Proxy
will be voted for a substitute nominee to be selected by the Board of Directors
of the Company, unless authority to vote for the Mr. O'Donnell is withheld.
The nominee receiving the highest number of votes will be elected as the Class
2 Director. Cumulative voting will not apply in this election.
The Board of Directors recommends a vote FOR the Director nominee and
Proxies will be so voted unless Shareholders specify otherwise on their
Proxies.
INFORMATION ABOUT THE DIRECTORS
DIRECTOR NOMINATED FOR ELECTION IN CLASS 2:
JAMES F. O'DONNELL. 49. Chairman, Capital For Business, Inc., CFB
Venture Fund I, Inc., and CFB Partners, Inc. (General Partner of CFB
Venture Fund II, L.P.)
Mr. O'Donnell was elected as a Director of the Company in 1994. Mr.
O'Donnell is Chairman of Capital For Business, Inc., an investment
manager of two federally licensed SBIC venture funds, and has served as
President of that company since 1987. Mr. O'Donnell is also Chairman of
CFB Venture Fund I, Inc.
CONTINUING DIRECTORS:
CLASS 1 DIRECTORS. The terms of the Class 1 Directors are scheduled to
expire at the 1999 Annual Meeting of Shareholders. The Class 1 Directors are:
FRED L. BROWN. 56. President and Chief Executive Officer, BJC Health
System.
Mr. Brown has been a Director of the Company since February 1993. He has
been President and Chief Executive Officer of BJC Health System
headquartered in St. Louis, Missouri, since its creation in June 1993
(resulting from the merger of Christian Health Services with
Page 2 Proxy Statement
<PAGE> 6
Barnes-Jewish, Inc.). Mr. Brown was President and Chief Executive
Officer of Christian Health Services from January 1986 to February 1993.
LARRY D. MARCUS. 48. Director.
Mr. Marcus has been a Director of the Company since September 1996. From
September 1989 until May 1996, Mr. Marcus served as Chief Financial
Officer of River City Broadcasting, L.P. Currently, Mr. Marcus is
principally engaged in civic, charitable, and entrepreneurial activities.
Mr. Marcus also serves on the Board of Directors of Better
Communications, Inc.
CLASS 3 DIRECTORS. The terms of the Class 3 Directors are scheduled to
expire at the 1998 Annual Meeting of Shareholders. The Class 3 Directors
are:
J. ROBERT COPPER. 57. Chairman and Chief Executive Officer, CITATION
Computer Systems, Inc.
Mr. Copper has been a Director of the Company since May 1992. Mr. Copper
was appointed Chairman and Chief Executive Officer of the Company in
January 1995. Prior to that time Mr. Copper was active as a partner in
Hales, Copper & Company, a management consulting firm, which he joined in
1992. From 1990 to 1992, Mr. Copper was President and Chief Executive
Officer of the PLC Group, a management consulting firm specializing in
mergers and acquisitions. From 1988 to 1990, Mr. Copper was President
and Chief Executive Officer of Pet, Incorporated, a packaged foods
company. Mr. Copper was Senior Vice President, Planning and Development,
for IC Industries (now Whitman Corp.) a conglomerate, from 1980 to 1988.
DAVID T. PIERONI. 52. Director.
Mr. Pieroni has been a Director of the Company since August 1991. Mr.
Pieroni formed Pieroni Management Counselors, Inc., a management
consulting company, in 1990 and served as President from 1990 to 1991,
and again became active in its affairs in 1995. From 1991 to 1995 Mr.
Pieroni was President of Spencer & Spencer Systems, Inc. In 1995 Mr.
Pieroni joined the Farris Group and was President of the Farris Group in
1996 and part of 1997. From January 1996 until September 1996, Mr.
Pieroni also served as Corporate Development Officer of Lasersight, Inc.
Mr. Pieroni continues to serve as a Director of Lasersight, Inc. From
1977 to 1990, Mr. Pieroni was a principal at a predecessor of Ernst &
Young LLP, working in their health care and management consulting
practice.
COMMITTEES
The Company has standing Audit and Compensation committees. Current
members of the Audit Committee are David T. Pieroni, James F. O'Donnell, and
Larry D. Marcus. Current members of the Compensation Committee are James F.
O'Donnell, Fred L. Brown, and David T. Pieroni. There is no standing
nominating committee. The Board of Directors may nominate candidates for
Proxy Statement Page 3
<PAGE> 7
Director positions, and Shareholders may nominate candidates for Director
positions in the manner set forth in the Amended and Restated By-laws of the
Company.
BOARD AND COMMITTEE MEETINGS
All directors attended at least 75 percent of the aggregate of all Board
of Directors meetings and committee meetings (of which such directors were
members) during the fiscal year ended March 31, 1997, that were held during the
period he served on the Board and/or committee. There were 4 Board of
Directors meetings held during the fiscal year ended March 31, 1997.
COMPENSATION OF DIRECTORS
Each Director who is not employed by the Company receives a monthly fee of
$1,000 for serving as a Director of the Company. Non-employee Directors may
elect to receive director's fees in the form of the Company's Common Shares in
lieu of cash.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with J. Robert Copper
which provides for an initial term ending March 31, 1998. This agreement also
provides for annual compensation, bonuses, and various other benefits. The
agreement terminates automatically upon the death of Mr. Copper or upon the
occurrence of certain long-term disabilities. The agreement provides that he
may be terminated by the Company for cause (as defined in the agreement).
Furthermore, the Company may also terminate the agreement without cause by
giving at least 30 days prior written notice to Mr. Copper. The Company will
provide one-year severance benefits under the agreement if Mr. Copper is
terminated other than for cause. Mr. Copper may at any time voluntarily
terminate his employment agreement without cause by giving at least 30 days
prior written notice to the Company or, if the Company is in Actual Default (as
defined in the employment agreement), upon 10 days prior written notice to the
Company.
Page 4 Proxy Statement
<PAGE> 8
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation paid to J. Robert Copper (the Company's chief executive officer)
and the four most highly compensated executive officers of the Company whose
compensation (including annual salary and bonus) exceeded $100,000, paid during
the fiscal year ended March 31, 1997 (the "NAMED EXECUTIVE OFFICERS"):
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
Name and Principal Other Annual Restricted Stock Options LTIP All Other
Position Year Salary Bonus Compensation Award(s) (Shares) Payouts Compensation(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Robert Copper 1997 $191,701 $90,000 -- -- 50,000 -- $2,498
Chairman and Chief 1996 $149,333 -- -- -- 100,000 -- $1,407
Executive Officer 1995 $ 30,492 -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------
Richard D. Neece
Executive Vice 1997 $136,252 $55,000 -- -- 30,000 -- --
President and Chief 1996 $ 67,292(2) -- -- -- 50,000 -- --
Financial Officer 1995 -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------
Frank L. Poggio 1997 $ 37,916(3) $65,000 $56,250(4) -- -- -- --
President and Chief 1996 $130,000 -- -- -- -- -- $1,175
Operating Officer 1995 $114,167 -- -- -- -- -- $1,485
- ------------------------------------------------------------------------------------------------------------------------
William T. Wynn(5) 1997 $ 64,823 $67,128(6) -- -- -- -- $ 968
Regional Vice 1996 $ 96,700 $38,863(6) -- -- -- -- $1,970
President, Sales 1995 $ 94,617 $31,880(6) -- -- 12,000 -- $2,399
- ------------------------------------------------------------------------------------------------------------------------
Russell Fortune
Executive Vice 1997 $ 77,250 $35,868(6) -- -- -- -- $1,386
President, 1996 $ 66,000 $39,304(6) -- -- 2,000 -- $1,490
International Sales 1995 $ 66,000 $49,604(6) -- -- 6,000 -- $2,441
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------
(1) Consists solely of contributions by the Company to the CITATION Computer
Systems, Inc. Retirement Savings Plan.
(2) Mr. Neece's employment with the Company commenced on July 17, 1995. The
compensation shown is from the period beginning July 17, 1995 until March
31, 1996.
(3) Mr. Poggio resigned as a Director of the Company on April 15, 1997 and as
an officer and employee of the Company on July 15, 1996. The compensation
shown is for the period from March 31, 1996 until July 15, 1996.
(4) The dollar amount represents consulting fees paid to Mr. Poggio.
(5) Mr. Wynn resigned as an officer and employee of the Company on December
2, 1996. The compensation shown is for the period from March 31, 1996
until December 2, 1996.
(6) The dollar amount reflects commissions earned during each fiscal year
ended March 31.
Proxy Statement Page 5
<PAGE> 9
OPTION GRANTS IN LAST FISCAL YEAR
The Board of Directors adopted and shareholders approved the CITATION
Computer Systems, Inc. 1992 Employee Incentive Stock Option Plan (the "STOCK
OPTION PLAN") effective April 1, 1992. The Stock Option Plan was amended in
April 1993 to, among other things, increase the number of Common Shares
reserved for issuance under the Stock Option Plan to 348,347.
The following tables set forth, with respect to the Company's Chief
Executive Officer and the Named Executive Officers, certain information about
option grants and exercises in the fiscal year ended March 31, 1997. The
Company has not granted any stock appreciation rights.
Option GRANTS in the Fiscal Year Ended March 31, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Number of Percentage of Total
Securities Options Granted to Exercise
Underlying Options Employees in Price Expiration
Name Granted Fiscal Year (per share) Date
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Robert Copper 50,000 55.6% $14.25 7/17/06
Richard D. Neece 30,000 33.3% $14.25 7/17/06
Frank L. Poggio -- -- -- --
Russell L. Fortune -- -- -- --
William T. Wynn -- -- -- --
- -------------------------------------------------------------------------------
</TABLE>
Aggregate Option EXERCISES in the Fiscal Year Ended March 31, 1997
and Fiscal Year End Option Values
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired Fiscal Year End Fiscal Year End
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Robert Copper -- -- 150,000/0 $ 1,200,000/0
Richard D. Neece -- -- 80,000/0 $640,000/0
Frank L. Poggio -- -- -- --
Russell L. Fortune -- -- 6,000/2,000 $48,000/16,000
William T. Wynn 10,000 $15,000 -- --
- -------------------------------------------------------------------------------
</TABLE>
Page 6 Proxy Statement
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of the Record Date (June 24, 1997), the
number and percentage of outstanding Common Shares of the Company beneficially
owned by: (i) each Director and each of the Named Executive Officers (as
defined herein) of the Company; (ii) all Directors and officers of the Company
as a group; and (iii) each person known by the Company to own beneficially more
than 5 percent of its Common Shares. The Company believes that each individual
or entity named has sole investment and voting power with respect to Common
Shares indicated as beneficially owned, except as otherwise noted.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Shares Beneficially
Owned(1)
Name Number Percentage
- -------------------------------------------------------------------------------
<S> <C> <C>
J. Robert Copper(2) 361,411(3) 9.1%
Richard D. Neece 170,000(4) 4.4%
Fred L. Brown 8,646 (5)
Larry D. Marcus 6,000 (5)
James F. O'Donnell(2)(6) 632,311 16.6%
David T. Pieroni 4,050 (5)
Russell L. Fortune(7) 13,200 (5)
Frank L. Poggio(2) 139,673 3.7%
William T. Wynn 0 0.0%
CFB Venture Fund I, Inc.(2) 632,311 16.6%
Kennedy Capital Management, Inc.(2) 415,500 10.9%
All Directors and Officers as
a Group (13 Persons) 1,227,318 30.2%
- -------------------------------------------------------------------------------
</TABLE>
- ---------------------------
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"). Under Rule 13d-3(d), shares not
outstanding which are subject to options, warrants, rights, or conversion
privileges exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage owned by such person, but
not deemed outstanding for the purpose of calculating the percentage owned
by each other person listed.
(2) The address for CFB Venture Fund I, Inc. is 11 South Meramec, Suite 800,
Clayton, Missouri 63105. The address for Kennedy Capital Management, Inc.
is 10829 Olive Blvd., St. Louis, Missouri 63141. The address for Mr.
Copper is 424 South Woods Mill Road, St. Louis, Missouri 63017.
Proxy Statement Page 7
<PAGE> 11
(3) Amount includes: (i) 49,700 Common Shares held in a trust for the
benefit of his children; (ii) 100,000 Common Shares which Mr. Copper may
acquire pursuant to options to acquire Common Shares at the exercise
price of $5.00 per share; and (iii) 50,000 Common Shares which
Mr. Copper may acquire pursuant to options to acquire Common Shares at
the exercise price of $14.25.
(4) Amount includes: (i) 50,000 Common Shares which Mr. Neece may acquire
pursuant to the exercise of options to acquire Common Shares at the
exercise price of $5.00 per share; and (ii) 30,000 Common Shares which Mr.
Neece may acquire pursuant to the exercise of options to acquire Common
Shares at the exercise price of $14.25 per share.
(5) Less than one percent.
(6) Mr. O'Donnell is Chairman of CFB Venture Fund I Inc. and is deemed to
beneficially own the shares held by CFB Venture Fund, I, Inc.
(7) Amount includes: (i) 4,000 Common Shares which Mr. Fortune may acquire
pursuant to the exercise of options to acquire Common Shares at the
exercise price of $6.88 per share; and (ii) 2,000 Common Shares which Mr.
Fortune may acquire pursuant to options to acquire Common Shares at the
exercise price of $4.50 per share.
STOCK OWNERSHIP AND TRADING REPORTS
To the Company's knowledge, based solely upon the Forms 3 (Initial
Statement of Beneficial Ownership of Securities), Forms 4 (Statement of Changes
in Beneficial Ownership), and Forms 5 (Annual Statement of Changes in
Beneficial Ownership) filed with the Company, no persons failed to file any
such form in a timely manner, except as follows: Russell L. Fortune, Duane A.
Fitch, and Patricia Q. Moore filed Forms 5 in lieu of Forms 3 reporting their
respective beneficial ownership of the Company's Common Shares at the time they
were promoted to executive officer positions.
II. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has selected Price Waterhouse LLP as independent
auditors to audit the financial statements of the Company for the fiscal year
ending March 31, 1998, subject to ratification by the Shareholders. A
representative of Price Waterhouse LLP is expected to be present at the meeting
to answer questions and make a statement if he desires to do so.
VOTE REQUIRED
The affirmative vote of a majority of the shares which are present or
represented by proxy at the Annual Meeting on this proposal is required for
approval. If the Shareholders do not approve this proposal, the selection of
independent auditors will be reconsidered by the Board of Directors.
The Board of Directors recommends a vote FOR this proposal and Proxies
will be so voted unless Shareholders specify otherwise in their Proxies.
III. OTHER MATTERS
Management does not intend to bring any other matters before the meeting
and, at the date of this Proxy Statement, management is not informed of any
other matters that others may bring
Page 8 Proxy Statement
<PAGE> 12
before the meeting. However, if any other matters properly come before the
meeting, it is the intention of the proxy holders to vote such Common Shares
for which they hold Proxies in accordance with their judgment on such matters.
MISCELLANEOUS
Proposals of Shareholders intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company no later than March 18,
1998, to be eligible for inclusion in the proxy materials for that meeting.
_________________________
Proxy Statement Page 9
<PAGE> 13
PROXY SOLICITED BY THE BOARD OF DIRECTORS
CITATION COMPUTER SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS AUGUST 15, 1997
The undersigned hereby appoints JAMES F. O'DONNELL and DAVID T. PIERONI, and
each of them, proxies, with full power of substitution and revocation, to vote
the common shares of CITATION Computer Systems, Inc., which the undersigned is
entitled to vote at the Annual Meeting of Shareholders scheduled to occur on
August 15, 1997, and at any adjournment(s) thereof (the "Meeting"), with all
the powers the undersigned would possess if personally present, including
authority to vote on the matters stated below in the manner directed, upon any
other matter which may properly come before the Meeting in such manner as the
proxies may in their discretion determine, and the authority to substitute and
vote for another nominee as described in the accompanying Proxy Statement. The
undersigned hereby revokes any proxy previously given to vote such shares at
the Meeting or any adjournment thereof.
1. Election of a director to serve in Class 2 for a term of three
years.
_____ FOR the nominee listed below
_____ WITHHOLD authority to vote for the nominee listed below
Nominee: James F. O'Donnell
2. Ratification of the appointment of Price Waterhouse LLP as
independent auditors for CITATION Computer Systems, Inc.
_____ FOR ______ AGAINST ______ ABSTAIN
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[THE ABOVE TEXT TO APPEAR AS FRONT OF PROXY, BELOW PERFORATION]
- --------------------------------------------------------------------------------
THE PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ABOVE AND IN THEIR DISCRETION ON
ALL OTHER MATTERS COMING BEFORE THE MEETING. EXCEPT AS SPECIFIED TO THE
CONTRARY ABOVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
NOMINEE LISTED IN 1 ABOVE AND FOR THE RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS IN 2 ABOVE.
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE
DATED ____________, 1997
____________________________________
Signature
____________________________________
Signature
SIGN EXACTLY AS NAME APPEARS AT LEFT.
WHERE STOCK IS ISSUED IN TWO OR MORE
NAMES, ALL SHOULD SIGN. IF SIGNING AS
ATTORNEY, ADMINISTRATOR, EXECUTOR,
TRUSTEE, GUARDIAN, OR OTHER FIDUCIARY,
GIVE FULL TITLE AS SUCH. A CORPORATION
SHOULD SIGN BY AUTHORIZED OFFICER AND
AFFIX SEAL. IF THIS PROXY IS EXECUTED
BY TWO OR MORE PERSONS OR ENTITIES IT
SHALL PERTAIN TO ALL SHARES OF COMMON
STOCK OF THE COMPANY HELD IN THE
INDIVIDUAL NAME OF EACH PERSON OR ENTITY
AS WELL AS ALL SHARES OF COMMON STOCK OF
THE COMPANY HELD IN JOINT NAME BY ANY
TWO OR MORE SUCH PERSONS OR ENTITIES.
[THE ABOVE TEXT TO APPEAR AS REVERSE OF PROXY, BELOW PERFORATION]
