OneLink Communications, Inc.
-------------------------------
Notice of Annual Meeting of Shareholders
to be held May 22, 1998
--------------------------------
The Annual Meeting of Shareholders of OneLink Communications, Inc. will
be held at the Company's headquarters located at 10340 Viking Drive, Suite 150,
Eden Prairie, MN 55344, on Friday, May 22, 1998 at 3:00 PM, local time for the
following purposes:
1. To elect five directors to the Board of Directors.
2. To ratify the selection of Ernst & Young, LLP as independent
public accountants of the Company for the fiscal year ending
December 31, 1998.
3. To transact such other business that may properly come before
the meeting or any adjournment thereof.
Accompanying this Notice of Annual Meeting is a Proxy Statement, form
of Proxy and the 1997 Annual Report to Shareholders, which are being sent to you
by order of the Board of Directors.
Only shareholders of record shown on the books of the Company at the
close of business on April 10, 1998 will be entitled to vote at the meeting or
any adjournment thereof. Each shareholder is entitled to one vote per share on
all matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, please sign, date and return your Proxy in the
return envelope provided as soon as possible. Your cooperation in promptly
signing and returning the Proxy will help avoid further solicitation expense to
the Company.
Sincerely,
Ronald E. Eibensteiner
Chairman
Dated: April 16, 1998
Eden Prairie, MN 55344
<PAGE>
OneLink Communications, Inc.
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
------------------------------
PROXY STATEMENT
for
Annual Meeting of Shareholders
to be held May 22, 1998
---------------------------------------
INTRODUCTION
This Proxy Statement is being furnished to the shareholders of OneLink
Communications, Inc. in connection with the solicitation by the Board of
Directors of OneLink Communications, Inc. ("OneLink" or the "Company") of
proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on Friday, May 22, 1998 at 3:00 PM local time at the Company's
headquarters, located at 10340 Viking Drive, Suite 150, Eden Prairie, MN, and at
any adjournment thereof, for the purposes set forth in the attached Notice of
Annual Meeting. The Company expects that this Proxy Statement, the related Proxy
and the Notice of Annual Meeting will be first mailed to OneLink shareholders on
or about April 16, 1998.
The cost of soliciting Proxies, including preparing, assembling and
mailing the Proxies and soliciting material, will be borne by the Company.
Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit Proxies personally
or by telephone.
Any shareholder giving a Proxy may revoke it at anytime prior to its
use at the Annual Meeting by giving written notice of such revocation to the
Secretary or other officer of the Company or by filing a new written Proxy with
an officer of the Company. Personal attendance at the Annual Meeting is not, by
itself, sufficient to revoke a Proxy unless written notice of the revocation of
a subsequent Proxy is delivered to an officer before the Proxy intended to be
revoked or superseded is used at the Annual Meeting.
The presence at the Annual Meeting in person or by proxy of the holders
of a majority of the outstanding shares of OneLink's Common Stock entitled to
vote shall constitute a quorum for the transaction of business. Proxies not
revoked will be voted in accordance with the instructions specified by
shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any specific instructions with respect
to any proposal will, subject to the following, be voted in favor of the
proposals set forth in the Notice of Annual Meeting and in favor of the slate of
directors proposed by the Board of Directors as listed herein. If a shareholder
abstains from voting as to any proposal, then the shares held by such
shareholder shall be deemed present at the Annual Meeting for purposes of
<PAGE>
determining a quorum and for purposes of calculating the vote with respect to
such proposal, but shall not be deemed to have been voted in favor of such
proposal. Abstentions as to any proposal, therefore will have the same effect as
votes against such proposal. If a broker returns a "non-vote" proxy, indicating
a lack of voting instruction by the beneficial holder of the shares and a lack
of discretionary authority on the part of the broker to vote on a particular
proposal, then the shares covered by such non-vote proxy shall be deemed present
at the Annual Meeting for purposes of determining a quorum, but shall not be
deemed to be present at the Annual Meeting for purposes of calculating the vote
required for approval of such proposal.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed April 10, 1998 as the
record date (the "Record Date") for determining shareholders entitled to vote at
the Annual Meeting. Persons who were not shareholders on the Record Date will
not be allowed to vote at the Annual Meeting. At the close of business on March
15, 1998 there were 4,991,696 shares of OneLink's Common Stock (the "Common
Stock") issued and outstanding. Each share of Common Stock is entitled to one
vote on each matter to be voted upon at the Annual Meeting. Holders of Common
Stock are not entitled to cumulative voting rights.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of Common Stock as of March 15, 1998 by: (i) each director
of the Company, (ii) each executive officer of the Company named in the Summary
Compensation Table, (iii) all directors and executive officers of the Company as
a group and (iv) each person or entity known by the company to own beneficially
more than five percent of the Company's Common Stock. The address of each
beneficial owner, except Perkins Capital Management, Inc., Richard W. Perkins,
Royal Oaks Reality and Wayne W. Mills, is 10340 Viking Drive, Suite 150,
Minneapolis, MN 55344.
Number of
Shares Percent of
Beneficially Outstanding
Name of Shareholder Owned (1) Shares (1)
------------------- --------- ----------
Paul F. Lidsky (2) 30,000 0.6%
Ronald E. Eibensteiner (3) 588,000 11.8%
Vin Weber (4) 45,869 0.9%
John F. Stapleton (5) 5,000 0.1%
Thomas M. Kieffer (5) 5,000 0.1%
All executive officers and directors 921,575 18.5%
as a group (nine persons) (6)
Perkins Capital Management, Inc. (7) 1,420,400 28.5%
Richard W. Perkins (8) 815,000 16.3%
Royal Oaks Reality (9) 800,000 16.0%
Wayne W. Mills (10) 405,545 8.1%
<PAGE>
(1) Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission, and includes
generally voting power and/or investment power with respect to
securities. Shares of Common Stock subject to options or
warrants currently exercisable or exercisable with 60 days of
March 15, 1998 are deemed outstanding for computing the
beneficial ownership percentage of the person holding such
options or warrants but are not deemed outstanding for
computing the beneficial ownership percentage of any other
person. Except as indicated by footnote, the persons named in
the table above have the sole voting and investment power with
respect to all shares of Common Stock shown as beneficially
owned by them.
(2) Includes 15,000 shares of common stock issuable upon exercise
of warrants.
(3) Includes 150,000 shares of common stock issuable pursuant to
options exercisable within 60 days and 230,000 shares of
common stock issuable upon exercise of warrants.
(4) Includes 575 shares of common stock issuable upon exercise of
warrants and 43,000 shares of common stock issuable pursuant
to options exercisable within 60 days. Excludes 15,000 shares
of common stock issuable pursuant to options exercisable upon
reelection to the Board of Directors.
(5) Includes 5,000 shares of common stock issuable pursuant to
options exercisable within 60 days. Excludes 15,000 shares of
common stock issuable pursuant to options exercisable upon
reelection to the Board of Directors.
(6) Includes 245,575 shares of common stock issuable upon exercise
of warrants and 223,000 shares of common stock issuable
pursuant to options exercisable within 60 days.
(7) Perkins Capital Management, Inc. has sole power to vote or
direct the vote for 246,500 shares and sole power to dispose
or direct the disposition of all shares listed in the table as
beneficially owned by it. Includes 810,000 shares of common
stock issuable on exercise of warrants. The address of the
holder is 730 East Lake Street, Wayzata, MN 55391-1769.
(8) Richard W. Perkins has sole power to vote or direct the vote
for 355,000 shares and sole power to dispose or direct the
disposition of all shares listed in the table as beneficially
owned by it. Includes 75,000 shares of common stock issuable
on exercise of warrants. The address of the holder is 730 East
Lake Street, Wayzata, MN 55391-1769.
(9) Includes 500,000 shares of common stock issuable on exercise
of warrants. The address of the holder is 4196 Lexington
Avenue North, Shorview, MN 55126.
(10) Includes 130,545 shares of common stock issuable on exercise
of warrants. The address of the holder is The Colonnade, Suite
290, 5500 Wayzata Boulevard, Golden Valley, MN 55436.
At a meeting of the directors on June 23, 1997, Nicholas Bluhm
voluntarily resigned as President and Chief Executive Officer of the Company and
Gregory Mohn voluntarily resigned from the Board of Directors. On August 4,
1997, at a meeting of the directors, Paul F. Lidsky was nominated and elected as
President and Chief Executive Officer of the Company and to fill the vacancy on
the Board of Directors created by the resignation of Gregory Mohn. The directors
also expanded the size of the Board to seven (7) persons, and John Stapelton was
elected as director. On October 6, 1997, Nicholas Bluhm voluntarily resigned
from the Board of Directors. On November 19, 1997, at a meeting of the
directors, Tomas Kieffer was nominated and elected to fill the vacancy on the
Board of Director created by Nicholas Bluhm. In December, 1997 George Smith and
Michael Corcoran voluntarily resigned from the Board of Directors. On January
2nd, 1998, the Board of Directors decreased the size of the Board to five (5)
persons.
<PAGE>
ELECTION OF FIVE DIRECTORS TO THE BOARD OF DIRECTORS
(Proposal #1)
The Board of Directors has set the number of directors to be elected
for the ensuing year at five. Ronald E. Eibensteiner, Paul F. Lidsky, John F.
Stapleton, Thomas M. Kieffer, and Vin Weber are all current directors of the
Company. The Board of Directors has nominated all five of them to stand for
reelection at the Annual Meeting, and all of them have consented to stand for
reelection.
Vote Required: THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE. The election of each of the
nominees requires the affirmative vote of a majority of the shares represented
in person or by proxy at the Annual Meeting.
In the absence of other instructions, the Proxies will be voted for
each of the Nominees. If elected, each Nominee shall serve until the next annual
meeting of shareholders and until his successor has been elected and qualified.
If any of the Nominees should be unable to serve as a director by reason of
death, incapacity or other unexpected occurrence, the Proxies solicited by the
Board of Directors shall be voted by the proxy representatives for such
substitute nominee(s) as is recommended by the Board of Directors, or, in the
absence of such recommendation, for such fewer number of directors as remain
willing and able to serve.
The following table provides certain information with respect to the
Company's directors:
Name Age Position Director Since
---- --- -------- --------------
Ronald E. Eibensteiner 47 Chairman and Secretary 1996
Paul F. Lidsky 44 President, CEO and Director 1997
Vin Weber 45 Director 1994
John F. Stapleton 54 Director 1997
Thomas M. Kieffer 40 Director 1997
Ronald E. Eibensteiner joined the Company as Chairman of the Board of
Directors in May 1996. He is President of Wyncrest Capital, Inc. and has been a
seed investor in several early stage technology companies. Mr. Eibensteiner is a
director of Reality Interactive, Inc., an electronic publisher of quality
information for Fortune 500 companies; IVI Publishing, Inc., an electronic
publisher of interactive, multimedia health and wellness information; and
IntraNet Solutions, Inc, a provider of Web-based document management solutions
for corporate intranets. He was a cofounder of Diametrics Medical, Inc., a
manufacturer of blood gas diagnostic systems, and was Chairman of Prodea
Software Corporation, a data warehousing software company, until its sale to
Plantinum technology, inc., in January 1996. In 1983, Mr. Eibensteiner cofounded
Arden Medical Systems and served as its Chief Financial Officer until its sale
to Johnson & Johnson in 1987. He holds a BS in Political Science from the
University of Minnesota.
<PAGE>
Paul F. Lidsky joined the Company as President and CEO in September
1997 with 14 years of telecommunications experience. Prior to joining OneLink,
he served as the Executive Vice President, Strategy and Business Development for
Norstan, Inc. In this position, he was responsible for the development of
corporate strategies, market positioning and new business development. This
included the identification of acquisition targets and leadership of Norstan's
acquisition teams. His prior positions with Norstan included Executive Vice
President-Norstan Integration Services, Vice President of Sales and General
Manager of the Ohio Branch. Mr. Lidsky was a Product Manager with Electronic
Engineering Company when it was acquired by Norstan, Inc. in 1985. He is a
director of Ancor Communications.
Vin Weber has been a Director of the Company since 1994 and is a
partner at Clark and Weinstock, a company that provides strategic advice to
business interested in the government processes of the legislative and executive
branches of government. Prior to joining Clark and Weinstock, Mr. Weber
established Empower America, a non-profit organization formed to advocate
policies that emphasize individual responsibility and accountability in matters
relating to the economy, social welfare and education. Prior to that, he served
12 years in the United States Congress representing Minnesota's Second
Congressional District. He is a director of Department 56, Inc., Mark Centers
Trust Ltd., ITT Education Services, Inc., TCF National Bank, and Vallen Inc.
John F. Stapleton joined the Company as a Director in August 1997. Mr.
Stapleton is currently Chairman of the Board of Directors of Advanced
BioSurfaces, Inc. ("ABS"), a company engaged in the development of certain
medical technology. Prior to joining ABS as its CFO in 1995, Mr. Stapleton was
Chairman and CEO of Prodea Software Corporation, a company that develops and
markets custom software products and database management services. He was also
Chairman and CEO of Mirror Technologies and for Bank Compensation Strategies,
Inc. Mr. Stapleton founded Coordinated Management Systems, Inc. which
commercialized a marketing information system for the consumer package goods
industry. He also founded Decisions Support Services, Inc. to develop software
to enable consumer marketers to use the Britton-Lee intelligent data base
machine to analyze grocery scanning data.
Thomas M. Kieffer joined the Company as a Director in August 1997. In
1986, Mr. Kieffer founded Connect, a wholly owned subsidiary of Norstan
specializing in information technology consulting and services. Connect merged
with Norstan in June of 1996 and Mr. Kieffer is now the Executive Vice President
of Development and Acquisitions. Mr. Kieffer has more than 17 years of
experience in the computer industry and has published dozens of articles on
information technology and co-authored a book: Get Connected, A Guide to
Telecommunications.
Board and Committee Meetings
During fiscal 1997, the Board of Directors held five meetings.
Directors and Committee members may take formal actions by unanimous written
consent, in accordance with Minnesota law, rather than hold formal meetings.
During fiscal 1997, the Compensation Committee met twice. Each director attended
75% or more of the total number of meetings of the Board of Directors or
Committee of which they were a member.
<PAGE>
The Company's Compensation Committee provides recommendations
concerning salaries and bonuses for officers of the Company and stock options
for officers and employees of the Company. The members of the committees are Ron
Eibensteiner, John Stapleton and Thomas Kieffer.
Compensation of Directors
General Policy. Directors presently do not receive any compensation
from the Company for attending Board or Committee meetings, although the Company
does reimburse directors for expenses incurred in attending such meetings.
Stock Options. Under the Company's Amended and Restated 1994 Stock
Option Plan, nonemployee director receives an option to purchase 50,000 shares
of Company Common Stock upon such director's initial election or appointment to
the Board. No further options will be granted to nonemployee directors upon a
directors subsequent reelection to the Board by the shareholders. The options
vest in the following manner: 5,000 shares upon initial election or appointment
to the Board; 15,000 shares upon first reelection to the Board by the
Shareholders; 15,000 shares upon second reelection to the Board by the
Shareholders; 15,000 shares upon third reelection to the Board by the
Shareholders. The exercise price of the options are equal to the fair market
value of the Company's Common Stock on the date the nonemployee director is
initially elected or appointed to the Company's Board.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid by the
Company during the Company's last three fiscal years to the persons who served
as President and Chief Executive Officer of the Company during the fiscal year
which ended December 31, 1997. No other executive officer of the Company earned
a total annual salary and bonus in excess of $100,000 during fiscal 1997.
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------- Long-Term
Compensation
Awards
Securities
Other Annual Underlying
Name and Principal Position Year Salary ($) Bonus ($) Compensation Options (#)
--------------------------- ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Paul F. Lidsky, President, 1997 $49,423 $0 $1,800 600,000
CEO, and Director (1)
Nicholas C. Bluhm, Former 1997 $64,197 $0
President, CEO and Director
(2)
1996 $56,250 $0 $0 600,000(3)
Ian D. Packer, Former 1996 $76,238 $0 $0 32,000(3)
President, CEO, CFO and
Director
1995 $81,250 $9,750 $0 29,138(3)
</TABLE>
(1) Mr. Lidsky was appointed to this position on September 2,
1997. He signed a two year employment agreement that includes
a monthly base salary of $12,500 plus out-of-pocket expenses
incurred in the performance of his duties, including an
automobile allowance of $450 per month.
(2) Mr. Bluhm was appointed to these positions on May 13, 1996.
While Mr. Bluhm did not receive any cash compensation in 1996,
he received deferred compensation of $56,250. The deferred
compensation was paid out in 1997 along with interest of
$6,105.
<PAGE>
(3) Such options terminated in connection with Mr. Bluhm's and Mr.
Packer's resignations.
Employment Agreements The Company has entered into a two-year
employment agreement with Mr. Lidsky effective September 2, 1997, with
provisions for annual renewals. The agreement provides an annual salary of
$150,000, incentives to earn 50% of his annual salary and a grant of 400,000
stock options with vesting tied to specific performance criteria linked to the
Company's profitability and the passage of time. The agreement also provides
that, in the event of a change in control (as defined in the agreement) where
Mr. Lidsky would be entitled to his base salary plus health, life and disability
insurance until the earlier of (a) full-time employment or (b) twelve months
from the date of termination of employment. On November 19, 1997, Mr. Lidsky was
granted an additional 200,000 stock options with vesting tied to specific stock
price appreciation targets.
Option/SAR Grants During 1997 Fiscal Year
The following tables sets forth the options that were granted to the
executive officers named in the Summary Compensation Table during the Company's
last fiscal year which ended December 31, 1997.
<TABLE>
<CAPTION>
Number of Percent of
Securities Total Options/
Underlying SARs Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date
------------------- ------------ --------------- ----------- ----------
<S> <C> <C> <C> <C>
Paul F. Lidsky 400,000 44.3% $1.00 09/02/07
200,000 22.2% $1.50 11/19/07
Nicholas C. Bluhm 600,000 34.2% $1.75 09/03/06(1)
Ian D. Packer 32,000 1.8% $2.375 04/01/01(1)
</TABLE>
(1) Such options terminated in connection with Mr. Bluhm's and Mr.
Packer's resignation.
Option/SAR Exercises During Fiscal 1997 and Fiscal Year-End Option/SAR Values
The following table provides certain information regarding the exercise
of stock options to purchase shares of the Company's Common Stock during the
year ended December 31, 1997, by the executive officers named in the Summary
Compensation Table and the fiscal year-end value of unexercised stock options
held by such officers.
<TABLE>
<CAPTION>
Number of Number of Unexercised Value of Unexercised In-
Shares Acquired Value Options at Fiscal Year the-Money Options at
On Realized End Fiscal Year End ($)
Name Exercise ($) (exercisable/unexercisable)(exercisable/unexercisable)(1)
---- ----------------- --------- --------------------------- --------------------------
<S> <C> <C> <C> <C>
Paul F. Lidsky None 0 0/400,000 $0/100,000
None 0 0/200,000 $0/0
Nicholas C. None 0 0 / 600,000(2) $0 / 0(2)
Bluhm
Ian D. Packer None 0 0 / 154,138 (2) $0 / 0 (2)
</TABLE>
<PAGE>
(1) The value of the options equals the difference between $1.25,
the closing bid price of the Company's Common Stock on
December 31, 1997 as reported by the Nasdaq SmallCap Market,
and the option exercise price per share, multiplied times the
number of shares subject to such options.
(2) Such options terminated in connection with Mr. Bluhm's and Mr.
Packer's resignation.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal #2)
The Board of Directors unanimously recommends that the shareholders
ratify the appointment of Ernst & Young LLP, independent public accountants, as
the Company's independent public accountants for the fiscal year ending December
31, 1998. Unless otherwise instructed, the Proxies will be so voted. Ernst &
Young LLP has served as the Company's independent public accountants since
September 27, 1995.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will be given an opportunity to make a statement regarding
financial and accounting matters of the Company if they so desire, and will be
available to respond to questions form the Company's shareholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
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 shareholders ("Insiders") 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 on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31,
1997, all Section 16(a) filing requirements applicable to Insiders were compiled
with except that Forms 3 were filed late by Messrs. Stapleton and Lidsky
relating to their election as directors on September 2, 1997.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the annual meeting for the fiscal year ending
December 31, 1998 must be received by the Company at its offices by December 16,
1998, to be considered for inclusion in the Company's proxy statement and
related proxy for such annual meeting.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at
the meeting. If any other matter does properly come before the meeting, the
appointees named in the Proxy will vote the Proxies in accordance with their
best judgment.
<PAGE>
OTHER INFORMATION
Enclosed with this Proxy Statement is a copy of the Company's 1997
Annual Report to Shareholders.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, TO ANY SHAREHOLDER
OF THE COMPANY UPON WRITTEN REQUEST. SUCH REQUESTS SHOULD BE SENT TO ONELINK
COMMUNICATION, INC., MICHAEL J. RYAN, CHIEF FINANCIAL OFFICER, 10340 VIKING
DRIVE, SUITE 150, EDEN PRAIRIE, MN 55344.
By order of Board of Directors
Ronald E. Eibensteiner
Chairman
Dated: April 16, 1998
Eden Prairie, MN
<PAGE>
ONELINK COMMUNICATIONS, INC.
Proxy for Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints PAUL F. LIDSKY and RONALD E. EIBENSTEINER, or
either of them acting alone, with the power of substitution, as proxies to
represent and vote, as designated on the reverse, all shares of Common Stock of
OneLink Communications Inc. registered in the name of the undersigned, at the
Annual Meeting of Shareholders of OneLink Communications, Inc. to be held on May
22, 1998, at 3:00 p.m., Central Standard Time at the Company's headquarters
located at 10340 Viking Drive, Suite 150, Eden Prairie, Minnesota, and at all
adjournments of such meeting. The undersigned hereby revokes all proxies
previously granted with respect to such meeting.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (expect as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
To withhold authority to vote for any nominee, strike a line through the
nominee's name in the list below:
Paul Lidsky Vin Weber Ronald Eibensteiner
John Stapleton Thomas Kieffer
2. APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER MATTERS; IN THEIR DISCRETION THE APPOINTED PROXIES ARE AUTHORIZED TO
VOTE ON SUCH OTHER BUSINESS AS MY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOUNMENT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, the Proxy will be voted
for the election of the nominees set forth in Item 1 and for Item 2. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. When signing
as a corporation, please sign in full corporate name by President or other
authorized officer. When signing as a partnership, please sign in partnership
name by authorized person.
___________________________________
Signature
___________________________________
Signature if held jointly
Dated ,1998
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
