<PAGE>
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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Diametrics Medical, Inc.
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(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)(4) 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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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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Notes:
<PAGE>
DIAMETRICS MEDICAL, INC.
2658 Patton Road
Roseville, Minnesota 55113
March __, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Diametrics Medical, Inc. (the "Company") which will be held on April __, 1997 at
_____ p.m., (Minneapolis, time) at ________________________________. The
official notice of the meeting together with a proxy statement and form of proxy
are enclosed. Please give this information your careful attention.
Shareholders of the Company are being asked to approve an amendment to the
Company's Amended and Restated Articles of Incorporation to increase the number
of authorized shares of Common Stock. Whether or not you expect to attend the
meeting in person, it is important that your shares be voted at the meeting. I
urge you to vote by marking the enclosed proxy and returning it promptly in the
enclosed envelope.
Sincerely,
/s/ David T. Giddings
David T. Giddings
Chief Executive Officer
<PAGE>
DIAMETRICS MEDICAL, INC.
2658 Patton Road
Roseville, Minnesota 55113
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held April __, 1997
TO THE SHAREHOLDERS OF DIAMETRICS MEDICAL, INC.:
Notice is hereby given that a Special Meeting of Shareholders of Diametrics
Medical, Inc. (the "Company") will be held on April __, 1997 at _____ p.m.
(Minneapolis time), at ____________________________________ for the following
purposes:
1. To amend the Amended and Restated Articles of Incorporation of the
Company to (i) increase the number of authorized shares of all classes
of stock from 25,000,000 to 40,000,000 and (ii) increase the number of
authorized shares of Common Stock, par value $.01 per share, from
20,000,000 to 35,000,000 (the "Amendment").
2. To transact such other business as may properly come before the
Special Meeting or any postponement or adjournment thereof.
The Board of Directors has fixed March 7, 1997 as the record date for the
determination of shareholders entitled to vote at the Special Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Special Meeting.
By Order of the Board of Directors
/s/ Kenneth L. Cutler
Kenneth L. Cutler
Secretary
March __, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY
DO SO AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
DIAMETRICS MEDICAL, INC.
2658 Patton Road
Roseville, Minnesota 55113
________________
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
APRIL ___, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Diametrics Medical, Inc. (the "Company")
for use at the Special Meeting of Shareholders to be held on [DAY], April ___,
1997, at [LOCATION], [ADDRESS], Minnesota at _____ p.m., Minneapolis time, and
at any adjournment thereof, for the purposes set forth in the Notice of Special
Meeting of Shareholders. This Proxy Statement and the form of proxy enclosed are
being mailed to shareholders commencing on or about March ___, 1997.
Shares of the Company's Common Stock, $.01 par value (the "Common Stock"),
and shares of the Company's Series I Junior Participating Preferred Stock, $.01
par value (the "Preferred Stock"), represented by proxies in the form solicited
will be voted in the manner directed by the holders thereof. If the enclosed
proxy is returned to the Company but no direction is made, the persons named in
the proxy will vote all shares of the Company's Common Stock and/or Preferred
Stock represented thereby FOR" the proposal to approve the amendment to the
Company's Amended and Restated Articles of Incorporation. Shares voted as
abstentions on any matter will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the
meeting, and as unvoted, although present and entitled to vote, for purposes of
determining the approval of each matter as to which the shareholder has
abstained. If a shareholder of record submits a proxy which indicates that such
shareholder does not have discretionary authority as to certain shares to vote
on one or more matters, those shares will be counted as shares that are present
and entitled to vote for purposes of determining the presence of a quorum at the
meeting, but will not be considered as present and entitled to vote with respect
to such matters. Proxies may be revoked at any time before being exercised, by
delivery to the Secretary of the Company of a written notice of termination of
the proxies' authority or a duly executed proxy bearing a later date.
All holders of the Common Stock and the Preferred Stock whose names appear
of record on the Company's books at the close of business on March 7, 1997 will
be entitled to vote at the Special Meeting or any adjournment thereof. The
holders of the Common Stock and the Preferred Stock will vote as one class with
respect to the proposed amendment to the Company's Amended and Restated Articles
of Incorporation. At the close of business on March 7, 1997, a total of
15,235,139 shares of Common Stock and 750,000 shares of Preferred Stock were
outstanding. Each share of Common Stock is entitled to one vote with respect to
such proposal, and each share of Preferred Stock is entitled to 3.16 votes (see
the discussion below under the caption "PROPOSAL TO AMEND ARTICLES OF
INCORPORATION--The Preferred Stock").
Officers, directors and other employees of the Company may solicit proxies
by telephone or in person, and will receive no extra compensation for such
services. Expenses in connection with the solicitation of proxies will be paid
by the Company. Upon request by record holders of the Common Stock or the
Preferred Stock who are brokers, dealers, banks or voting trustees, or their
nominees, the Company will pay the reasonable expenses incurred by such record
holders for mailing proxy material to any beneficial owners of such stock.
Management of the Company is not aware of any matters that will be acted
upon at the meeting other than the matter described in this Proxy Statement. In
the event that any other matters properly
<PAGE>
come before the meeting calling for a vote of shareholders, the persons named as
proxies in the enclosed form of proxy will vote with respect to such other
matters in accordance with their best judgment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 7, 1997, certain information
regarding beneficial ownership of the Company's voting securities by (i) each
person who is known by the Company to own, of record or beneficially, more than
five percent of either the Common Stock or the Preferred Stock, which are the
Company's only classes of voting securities, (ii) each of the Company's
Directors and Executive Officers, and (iii) all Directors and Executive Officers
of the Company as a group. Fractional shares are rounded to the nearest full
share.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Percent of
Owned (1) Class (1)
Name of Beneficial Owner ---------------- ---------
- ------------------------
<S> <C> <C>
Common Stock:
State of Wisconsin Investment Board 1,380,000 9.1
P.O. Box 7842
Madison, WI 53707
The Allstate Corporation 1,099,328 7.2
2775 Sanders Road
Northbrook, Il 60062-6127
[IAI] (2)
James E. Ashton, Ph.D., Director 10,372 *
Andre de Bruin, Director (3) -- --
Gerald L. Cohn, Director (4) 105,000 *
David T. Giddings, President, CEO and Director (5) 102,584 *
Roy S. Johnson, Director (6) 37,500 *
Mark B. Knudson, Ph.D., Chairman of the Board (7) 209,937 1.4
Richard A. Norling, Director -- --
Fred E. Silverstein, M.D., Director (8) 6,250 *
Laurence L. Betterley, Senior Vice President 18,625 *
and CFO (9)
James R. Miller, Senior Vice President (10) 62,291 *
All directors and executive officers 552,559 3.5
as a group (10 persons) (11)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Preferred Stock:
<S> <C> <C>
IAI Investment Funds IV, Inc. 187,500 25.0
(IAI Regional Fund)
733 Marquette
Investors Building, 5th Floor
Minneapolis, MN 55479-0047
Amarfour, L.L.C. 125,000 16.7
200 West Madison, Suite 3800
Chicago, IL 60606
The Provident Bank as Custodian for 62,500 8.3
the Perkins Opportunity Fund
Ladonis Toney Institutional Custody
One East Fourth Street
Cincinnati, OH 45202
Parsnip River Company 50,000 6.7
4422 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Gerald L Cohn, Director 25,000 3.3
Mark B. Knudson, Director (12) 35,938 4.8
Fred E. Silverstein, Director (13) 20,000
Laurence L. Betterley, Senior Vice President 3,125 *
and CFO
James R. Miller, Senior Vice President -- --
All directors and executive officers 84,062 11.6
as a group (10 persons) (14)
- ------------------
* Less than 1%.
</TABLE>
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes, generally, voting power and/or
investment power with respect to securities. Shares of Common Stock issuable
upon exercise of options and warrants (including the Warrants, as defined below)
currently exercisable or exercisable within 60 days of March 7, 1997 are deemed
outstanding for the purpose of computing the percentage of outstanding Common
Stock owned by the person holding such Preferred Stock, options or warrants, but
are not deemed outstanding for the purpose of computing the percentage ownership
of any other person. Shares of Common Stock issuable upon conversion of the
Preferred Stock are not included because holders of the Preferred Stock will not
have the right to convert such Preferred Stock to Common Stock within 60 days
after March 7, 1997.See PROPOSAL TO AMEND ARTICLES OF INCORPORATION--The
Preferred Stock--Conversion. Except as indicated by footnote, the persons named
in the table above have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) [IAI]
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<PAGE>
(3) Includes 14,500 shares of Common Stock issuable upon the exercise of
outstanding options.
(4) Excludes 12,000 shares held in the Hanna S. Cohn and Samuel A. Cohn
Memorial Foundation, with respect to which Mr. Cohn disclaims beneficial
ownership. Includes 25,000 shares of Common Stock issuable upon the exercise of
Warrants (see the discussion in this Proxy Statement under the caption "PROPOSAL
TO AMEND ARTICLES OF INCORPORATION--The Preferred Stock") owned by the Gerald L.
Cohn Revocable Trust.
(5) Includes 100,000 shares of Common Stock issuable upon the exercise of
outstanding options.
(6) Includes 37,500 shares of Common Stock issuable upon the exercise of
outstanding options.
(7) Includes: (a) 2,900 shares of Common Stock issuable upon the exercise of
outstanding options; (b) an aggregate of 18,850 shares of Common Stock issuable
upon the exercise of outstanding options held by Medical Innovation Fund ("MIF")
and Medical Innovation Fund II ("MIF-II"), partnerships of which Dr. Knudson is,
respectively, a limited partner and a general partner of the general partner;
(c) 31,250 shares of Common Stock issuable upon the exercise of Warrants owned
by MIF-II; and (d) 4,687 shares of Common Stock issuable upon the exercise of
Warrants owned by certain profit sharing and pension plans in which Dr. Knudson
is a participant. Dr. Knudson disclaims beneficial ownership of such shares
except to the extent of his pecuniary interests in such plans and partnerships.
(8) Includes 5,000 shares of Common Stock issuable upon the exercise of
outstanding options and 1,250 shares issuable upon the exercise of Warrants.
Excludes 454,545 shares held by Frazier Healthcare Investments, L.P. ("FHI") and
18,750 shares of Common Stock issuable upon the exercise of Warrants owned by
FHI. The general partner of FHI is Frazier Healthcare Management, L.P., whose
general partner is Frazier & Company L.P., whose general partner is Frazier
Management L.L.C. Silverstein Capital, Inc., of which Dr. Silverstein is a
shareholder, is a member of Frazier Management, L.L.C. Dr. Silverstein disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest in such entities.
(9) Includes 15,000 shares of Common Stock issuable upon the exercise of
outstanding options, and 3,125 shares of Common Stock issuable upon the exercise
of Warrants.
(10) Includes 60,000 shares of Common Stock issuable upon the exercise of
outstanding options.
(11) All directors and executive officers of the Company are listed in the
table. See Notes (3) - (10).
(12) Includes 31,250 shares of Preferred Stock held by MIF-II, 3,126 shares held
by a profit sharing plan and 1,562 shares held by a money purchase pension plan.
See Note (7) above.
(13) Excludes 18,750 shares of Preferred Stock held by FHI. See Note (8) above.
(14) See Notes (4), (7), (8), (12) and (13) above.
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<PAGE>
PROPOSAL TO
AMEND ARTICLES OF INCORPORATION
Proposed Amendment
The Board of Directors of the Company has approved an amendment to Article
3 of the Company's Amended and Restated Articles of Incorporation (the
"Amendment") which, if adopted, would increase the number of authorized shares
of Common Stock from 20,000,000 to 35,000,000. The number of shares of preferred
stock currently authorized by the Company's Amended and Restated Articles of
Incorporation will remain at 5,000,000. If the Amendment is approved by the
Company's shareholders, paragraph 1 of Article 3 of the Company's Amended and
Restated Articles of Incorporation would read as follows:
"1. Authorized Shares.
-----------------
The total number of shares of capital stock which the corporation is
authorized to issue shall be 40,000,000 shares, consisting of
35,000,000 shares of common stock, par value $.01 per share ('Common
Stock'), and 5,000,000 shares of preferred stock, $.01 par value per
share ('Preferred Stock')."
As of March 7, 1997, there were 15,235,139 shares of Common Stock and
750,000 shares of Preferred Stock issued and outstanding, _______ shares of
Common Stock reserved for future issuance under various stock-based plans of the
Company, 750,000 shares of Common Stock reserved for future issuance under the
Warrants (as defined below) and _______ shares reserved for issuance pursuant to
other outstanding warrants. This leaves the Company with _______ authorized but
unissued, unreserved and uncommitted shares of Common Stock available for
issuance.
The additional shares of Common Stock for which authorization is sought
will be a part of the existing class of Common Stock and, if and when issued,
will have the same rights and privileges as the shares of Common Stock presently
outstanding. Such additional shares will not (and the shares of Common Stock
presently outstanding do not) entitle holders thereof to preemptive or
cumulative voting rights.
The Board of Directors recommends approval of the Amendment because the
Board believes it is in the best interests of all of the Company's shareholders.
As described more fully below, the authorization of additional shares of Common
Stock is necessary for conversion of the Preferred Stock into Common Stock. If
the additional shares of Common Stock are not authorized, and the conversion of
the Preferred Stock does not occur, one or more of several consequences may
result, all of which the Board of Directors believes would be unfavorable to the
Company. These include (i) triggering of the Company's obligation to pay
dividends with respect to the outstanding shares of Preferred Stock, and (ii)
creation of an obligation on the part of the Company to redeem the Preferred
Stock for cash payment. These consequences are more fully described below under
the caption "The Preferred Stock."
The additional shares of Common Stock that will be authorized for issuance
if the Amendment is adopted but not issued in connection with the conversion of
the Preferred Stock will be available for other corporate purposes, and may be
issued for such consideration, cash or otherwise, at such times and in such
amounts as the Board of Directors may determine. These purposes may include
future additional financings in one or more private placements and/or public
offerings, issuances pursuant to employee or director stock plans, and issuances
in connection with acquisitions, stock dividends or stock splits. Shares issued
in connection with any such transaction may be issued without further
shareholder
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<PAGE>
approval, except where such approval may be required by law or by the rules of
the National Association of Securities Dealers, Inc.
Although the Board of Directors presently has no specific plans with
respect to the issuance of such additional shares, such shares could be used by
the Board of Directors to dilute the stock ownership of persons seeking to
obtain control of the Company, thereby possibly discouraging or deterring a non-
negotiated attempt to obtain control of the Company and making removal of
incumbent management more difficult. Notwithstanding this possibility, the
proposal for adoption of the Amendment is not a result of, nor does the Board of
Directors have knowledge of, any effort to accumulate the capital stock of the
Company or to obtain control of the Company by means of a merger, tender offer,
solicitation in opposition to the Board of Directors or otherwise.
The Preferred Stock
Issuance. On January 30, 1997, the Company completed the sale in a private
placement (the "Private Placement") of 750,000 shares of the Preferred Stock, at
a price of $16.00 per share. Each purchaser of Preferred Stock also received a
detachable warrant to purchase one share of Common Stock for each share of
Preferred Stock purchased, with an exercise price (subject to adjustment) equal
to $5.0625 per share (the "Warrants"). The Company received proceeds of
$12,000,000 in connection with the Private Placement, and will receive further
proceeds upon any exercise of the Warrants. The proceeds of the Private
Placement have been and are being used for working capital. The Board of
Directors determined that it was in the Company's best interests to complete the
Private Placement, given the Company's need for additional capital.
Conversion. Each share of Preferred Stock will be automatically converted
into four shares of Common Stock at such time as (i) the shareholders of the
Company have authorized a sufficient number of shares of Common Stock to allow
the conversion, and (ii) appropriate filings have been made with governmental
authorities to effect such authorization (the "Conversion"). If the Amendment is
approved, the Conversion will result in the issuance (subject to certain
adjustments) of 3,000,000 shares of Common Stock to holders of the Preferred
Stock.
Voting Rights. Each share of Preferred Stock entitles the holder thereof to
3.16 votes on all matters submitted to a vote of the shareholders of the
Company, subject to certain adjustments. Additionally, none of the following
actions may be taken by the Company without the approval by vote of the holders
of 66.667% (or such greater percentage as may be required by law) of all issued
and outstanding shares of Preferred Stock, voting together as a single class:
(i) any amendment, restatement or modification of the Articles of Incorporation,
By-laws or other governance documents of the Company which would reasonably be
expected to adversely affect the powers, preferences, privileges or rights of
the Preferred Stock; (ii) declaration of payment of any dividend or the making
of any distribution on or with respect to the Common Stock; (iii) purchase,
redemption or retirement, directly or indirectly, of any shares of capital stock
or other equity securities of the Company; (iv) authorization, creation or
issuance of any additional shares of capital stock or other securities which (a)
would reasonably be expected to adversely affect the powers, preferences,
privileges or rights of holders of the Preferred Stock, or (b) are ranked prior
to or pari passu with, the Preferred Stock; or (v) a voluntary dissolution,
liquidation or winding up of the Company.
Dividends. If the Conversion does not occur on or before July 29, 1997,
then pursuant to the terms of the Preferred Stock, dividends will accrue on the
Preferred Stock at a rate per annum equal to 7.0% of the liquidation preference
thereof, compounded quarterly. Such dividends will accrue from the date of
initial issuance of the Preferred Stock to and including the (i) the conversion
of the Preferred Stock, or (ii) the redemption of the Preferred Stock pursuant
to its terms.
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<PAGE>
Redemption. In the event that the Conversion does not occur on or before
January 29, 1999 (the "Put Date"), and if the Company has not by that date
caused the Preferred Stock to be registered for inclusion on the automated
quotation system of the National Association of Securities Dealers, Inc. or any
national securities exchange on which a class of the Company's equity securities
is listed, the Preferred Stock will thereafter be redeemable, at the option of
the holders thereof, at a price equal to the greater of (i) the current market
price thereof on the Put Date, and (ii) the liquidation preference thereof, plus
accrued and unpaid dividends thereon to the date fixed for redemption (the 30th
business day following the Put Date). Notwithstanding the foregoing, in the
event that the Company fails to declare and pay a dividend as required by the
terms of the Preferred Stock, the Put Date will be accelerated to the payment
date that would otherwise apply to such defaulted dividend payment. In the event
that the Company receives notices of redemption from holders representing in
excess of 75% of the shares of Preferred Stock outstanding, the Company will
redeem all outstanding shares of Preferred Stock.
Registration Provisions; Additional Warrants. The Company has agreed to
register the Common Stock issuable upon conversion of the Preferred Stock, and
upon exercise of the Warrants, with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The Company has further agreed to issue
additional warrants to holders of the Preferred Stock, exercisable for a total
of 187,500 shares of Preferred Stock at a per share purchase price equal to
$20.25, in the event that the Company breaches its obligations with respect to
such registration. The Preferred Stock issuable upon the exercise of such
warrants will be convertible into a total (subject to certain adjustments) of
750,000 shares of Common Stock.
Vote Required for Adoption of Proposed Amendment
The affirmative vote of the holders of a majority of the combined voting
power of the shares of Common Stock and Preferred Stock (each of which shares of
Preferred Stock is entitled to 3.16 votes) present and entitled to vote on the
Amendment at the Special Meeting is required to adopt this proposal. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE AMENDMENT.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
In order to be eligible for inclusion in the Company's proxy solicitation
materials for its 1997 annual meeting of shareholders, any shareholder proposal
to be considered at such meeting must be received at the Company's principal
executive officers, 2658 Patton Road, Roseville, Minnesota 55113, no later than
January 21, 1997.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE COMPANY'S MOST RECENT
ANNUAL REPORT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT
CHARGE, EXCEPT FOR EXHIBITS TO THE REPORT, BY SENDING A WRITTEN
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<PAGE>
REQUEST THEREFOR TO DIAMETRICS MEDICAL, INC., 2658 PATTON ROAD, ROSEVILLE,
MINNESOTA 55113
By Order of the Board of Directors
/s/ Kenneth L. Cutler
------------------------------------
Kenneth L. Cutler
Secretary
March __, 1997
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<PAGE>
PROXY
DIAMETRICS MEDICAL, INC.
Proxy for Special Meeting of Shareholders April __, 1997
Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints __________ and each of
them, as attorneys-in-fact and proxies of the undersigned, with full power of
substitution for and in the name, place and stead of the undersigned to appear
at the Special Meeting of Shareholders of Diametrics Medical, Inc. (the
"Company"), to be held on the ____ day of _______, 1997, and at any postponement
or adjournment thereof, and to vote all of the shares of Common Stock or
Preferred Stock of the Company which the undersigned is entitled to vote, with
all the powers and authority the undersigned would possess if personally
present. The undersigned directs that this proxy be voted as follows:
Please mark your votes by placing an X in the appropriate box
1. To approve an amendment to the Company's Amended and Restated Articles
of Incorporation, as more fully described in the accompanying proxy
statement.
[_] FOR [_] AGAINST [_] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy will, when properly executed, be voted as directed.
If no directions to the contrary are indicated, the persons named herein intend
to vote to approve item 1.
THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR, IF
ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL THE POWERS
CONFERRED BY THIS PROXY. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS
TO CERTAIN MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
DATE: __________, 1997.
(Please date this Proxy)
Signature(s) ___________________________________________________________________
It would be helpful if you signed your name exactly as it appears on your stock
certificate(s), indicating any official position or representative capacity. If
shares are registered in more than one name, all owners should sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
