<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[X] Filed by Registrant.
[ ] Filed by 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
KINETIC VENTURES LTD.
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 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 Number:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
KINETIC VENTURES LTD.
1095 West Pender Street - Suite 850
Vancouver, British Columbia, Canada V6E 2M6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1997
Notice is hereby given that the Annual Meeting of Shareholders of Kinetic
Ventures Ltd. (the "Company") will be held at the offices of the Company at 1095
West Pender Street, Suite 850, Vancouver, British Columbia, Canada V6E 2M6, on
Friday, June 27, 1997, at 10:00AM, for the following purposes:
1. To elect three (3) directors of the Company to hold office until the
next Annual Meeting of Shareholders in 1998 and until their respective
successors are elected and qualified;
2. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Information with respect to the above is set forth in the Proxy Statement
which accompanies this Notice. Only holders of shares of the Company's Common
Stock of record at the close of business on May 15, 1997 (the "Record Date") are
entitled to notice of and to vote at the Meeting.
We hope that all of our shareholders who can conveniently do so will attend
the Meeting. Shareholders who do not expect to be able to attend the Meeting
are requested to mark, date and sign the enclosed proxy and return the same in
the enclosed addressed envelope which requires no postage and is intended for
your convenience.
Sandra Lee, Secretary
Dated: May 20, 1997
<PAGE>
KINETIC VENTURES LTD.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of Kinetic
Ventures Ltd., a Delaware corporation (the "Company"), from the holders of
shares of Common Stock, $.001 par value ("Common Stock") to be voted at the
Annual Meeting of Shareholders (the "Meeting") to be held at the offices of the
Company at 1095 West Pender Street, Suite 850, Vancouver, British Columbia,
Canada V6E 2M6, on Friday, June 27, 1997, at 10:00AM, and at any adjournments
thereof.
The only business which the Board of Directors intends to present or knows
that others will present at the Meeting is the election of three (3) Directors
of the Company to hold office until the next Annual Meeting of Shareholders in
1998 and until their successors have been elected and qualified. Management
does not know of any other business to be brought before the Meeting but it is
intended that as to any other business, a vote may be cast pursuant to the proxy
in accordance with the judgment of the person or persons acting thereunder. If
proxies in the enclosed form are properly executed and returned, the Common
Stock represented thereby will be voted at the Meeting in accordance with the
shareholder's direction. Unless otherwise specified, proxies in the enclosed
form will be voted for the election of three (3) Directors named as nominees.
Any shareholder giving a proxy has the power to revoke it at any time before the
proxy is voted by revoking it in writing, by executing a later dated proxy or
appearing at the Meeting and voting in person. Any writing revoking a proxy
should be addressed to Sandra Lee, Secretary of the Company, at the address set
forth below.
The Directors to be elected at the Meeting will be elected by a plurality
of the votes cast by the holders of Common Stock present in person or by proxy
and entitled to vote. With regard to the election of Directors, votes may be
cast for or withheld from each nominee. Votes that are withheld will have no
effect on the outcome of the election because Directors will be elected by a
plurality of votes cast.
Under the rules of the New York Stock Exchange, brokers who hold shares in
street name have the authority to vote on certain routine matters on which they
have not received instructions from beneficial owners. Brokers holding shares
of the Company's Common Stock in street name who do not receive instructions are
entitled to vote on the election of Directors.
Only holders of record of Common Stock as of the close of business on May
15, 1997 are entitled to vote at the Meeting or any adjournments thereof. On
such date, the Company had outstanding voting securities consisting of 9,933,733
shares of Common Stock, each of which shares is entitled to one (1) vote on all
proposals submitted to a vote of shareholders at the Meeting.
<PAGE>
The Company's principal executive office address is Kinetic Ventures Ltd.,
1095 West Pender Street - Suite 850, Vancouver, British Columbia, Canada V6E
2M6, and its telephone number is (604) 689-1428. This Proxy Statement and the
enclosed Form of Proxy will be mailed to the Company's shareholders on or about
May 20, 1997.
ELECTION OF DIRECTORS
At the Meeting, it is proposed to elect three (3) Directors to hold office
until the next Annual Meeting of Shareholders in 1998 and until their respective
successors are elected and qualified. It is intended that, unless otherwise
indicated, the shares of Common Stock represented by proxies solicited by the
Board of Directors will be voted for the election as Directors of the three
nominees hereinafter named. If, for any reason, any of said nominees shall
become unavailable for election, which is not now anticipated, the proxies will
be voted for the other nominees and may be voted for a substitute nominee
designated by the Board of Directors. Each nominee has indicated that he is
willing and able to serve as a Director if elected, and, accordingly, the Board
of Directors does not have in mind any substitute.
The nominees as Director and their age are as follows:
Name Age
---- ---
Brian Bayley 43
A. Murray Sinclair, Jr. 36
Jennine M. Ballard 46
BRIAN BAYLEY has served as Director of the Company since February 1995 and
was appointed President in March 1997. He is also President and director of
Quest Management Corp., a private management company. Previously, Mr. Bayley
held the positions of director, President, Chief Executive Officer, Secretary
and Vice-President, Corporate Administration of Quest Oil & Gas, Inc. (formerly
Quest Capital Corporation). Quest Oil & Gas, Inc. was a publicly-traded oil and
gas company whose shares traded on The Toronto Stock Exchange. On April 22,
1997, substantially all the assets of Quest Oil & Gas, Inc. were acquired by
EnerMark Income Fund. Prior to that, he worked with the Vancouver Stock
Exchange and a private
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<PAGE>
management company. Mr. Bayley holds an MBA from Queen's University, Kingston,
Ontario. Mr. Bayley currently serves as Director of Arlington Ventures Ltd.,
Brandale Food Services, Inc., Ella Resources, Inc., Gothic Energy Corporation,
Greystar Resources Ltd., Ionic Ventures, Inc., Marchwell Capital Corp., Network
Telemetrics Ltd., Rhodelta Software, Inc., Ventel, Inc. and Western Copper
Holdings Limited.
MR. SINCLAIR was appointed a director of the Company on March 21, 1997. He
is also President and a director of Quest Ventures Ltd., a private merchant
banking company. Previously he was Managing Director of Quest Oil & Gas, Inc.
(formerly Quest Capital Corporation). Quest Oil & Gas, Inc. was a publicly-
traded oil and gas company whose shares traded on The Toronto Stock Exchange.
Prior to that, he was President and director of Noramco Capital Corp., a private
investment company. Mr. Sinclair holds a B.Comm. from Queen's University,
Kingston, Ontario. Mr. Sinclair currently serves as Director of Arlington
Ventures Ltd., Breakwater Resources Ltd., Brimstone Gold Corp., Coronado
Resources, Inc., Great Lakes Minerals, Inc., Network Telemetrics Ltd., RTO
Enterprises, Inc., Santa Cruz Minerals,Inc., Sextant Enterprise Corp. and
Ventel, Inc.
MS. BALLARD was elected a Director of the Company on March 21, 1997. She
has, since April 1994, been employed as a consultant to publicly traded
companies on Canadian securities regulatory matters. From April 1991 to April
1994, she was employed by Quest Capital Corporation (formerly known as Noramco
Mining Corporation) in a corporate administrative capacity.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Federal securities laws require the Company's Directors and executive
officers, and persons who own more than ten percent (10%) of a registered class
of the Company's equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
any equity securities of the Company. Copies of such reports are required to be
furnished to the Company. To the Company's knowledge, based solely on a review
of the copies of such reports and other information furnished to the Company,
all persons subject to these reporting requirements filed the required reports
on a timely basis with respect to the Company's year ended December 31, 1996.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid by the Company during
the three fiscal years ended December 31, 1996 to the Chief Executive Officer
and the other executive officer whose total annual compensation in such year
exceeded $100,000 (collectively the "Named Executive Officers"). All dollar
amounts are provided in U.S. dollars.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
ANNUAL COMPENSATION
-------------------
SECURITIES
UNDERLYING
BONUS OPTIONS/SARs
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($) ($)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William J. Worthen, 1996 $140,000
President and Chief 1995 140,000 --- 330,000 /(1)/
1994 126,756 --- 20,000 /(2)/
William Rigas, Vice-President, 1996 $109,148
Sales 1995 111,798 --- 100,333 /(3)/
1994 94,780 --- 11,000 /(4)/
</TABLE>
- -------------------------
(1) Includes options for 304,000 shares which were repriced on March 27, 1995.
(2) Such options to purchase 20,000 shares are also reflected in 1995 as
repriced options.
(3) Includes options for 100,333 shares which were repriced on March 27, 1995.
(4) Such options to purchase 11,000 shares are also reflected in 1995 as
repriced options.
No options were granted during the year ended December 31, 1996 to either
of the Named Executive Officers, and under the terms of their options, such
options will expire on April 20, 1997. Both of the Named Executive Officers
resigned from their employment with the Company on March 20, 1997.
-4-
<PAGE>
The following table sets forth certain information as of December 31, 1996
regarding options held by the Named Executive Officers. Such executive officers
did not exercise any options during the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCALYEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)/(1)/
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERSICABLE
- --------------------------------------------------------------------------------
<S> <C> <C>
William J. Worthen 295,667 / 34,333 0 / 0
William Rigas 83,612 / 16,721 0 / 0
</TABLE>
- --------------------
(1) There were no in-the-money options outstanding at year-end held by the
Named Executive Officers calculated based on a price of $0.22 per share, which
was the closing price for the Company's Common Stock on December 31, 1996, the
last day the Company's stock traded in 1996, less the exercise price. All such
options expired on April 20, 1997.
EMPLOYMENT AGREEMENTS
As a condition to the sale of the Preferred Stock and Option to Ballard
Medical Products Ltd. ("Ballard") on November 13, 1995, certain "Key Employees"
entered into an Employment Agreement (Employment Agreement) with the Company.
These Key Employees included, William Worthen (President and Chief Executive
Officer), Brett Scott (Chief Financial Officer and Secretary), Thomas Whitehair
(Vice-President, Marketing), Robert Hill (Vice-President, Manufacturing) and
Karen Salinas (Director, Regulatory Affairs and Quality Assurance)
(collectively, the "Key Employees"). The Employment Agreements generally
provided for the continued employment of each Key Employee for a three-year
period on terms substantially similar to the terms of such Key Employee's
employment prior to the agreement (other than with respect to the severance
obligations described below), subject to earlier termination at the option of
the Key Employee or for cause. In the event that the employment of any Key
Employee is terminated by the Company other than for cause, the Employment
Agreements provide for severance payments equal to such employee's regular
monthly salary as well as health insurance benefits (with substantially the same
coverage provided by the Company prior to termination) for the number of months
remaining on the original three-year term thereof. The Employment Agreements
provided for initial salaries of US $140,000 and $100,485 for William Worthen
and
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<PAGE>
Robert Hill, respectively; all other Key Employees will receive salaries of
less than $100,000 per year in amounts consistent with current salary levels.
The Employment Agreements do not provide for acceleration of vesting on
outstanding stock or options or for the grant of new stock or options. All of
such agreements were terminated on March 20, 1997.
DIRECTORS COMPENSATION
Directors of the Company do not receive any compensation for serving in
that capacity; however, they are reimbursed for their out-of-pocket expenses in
attending meetings.
CHANGE OF CONTROL
Concurrently with the sale of substantially all of the Company's assets to
Ballard on March 20, 1997 (see "Certain Relationships and Related
Transactions"), the Company redeemed its 200,000 shares of Series A Preferred
Stock formerly held by Ballard which, among other things, gave Ballard the right
to elect two of the Company's five Directors and to vote the shares on an as-
converted basis which entitled Ballard to a number of votes equal to 19.5% of
the shares entitled to vote at a meeting of shareholders. In addition, on March
20, 1997, the Company's four Directors, other than Mr. Bayley, resigned. By
virtue of the foregoing rights and other terms of the Series A Preferred Stock
and rights under the Stock Purchase and Option Agreement (the "Ballard
Agreement") dated as of July 17, 1995, as amended, between the Company and
Ballard, Ballard may have been deemed to have had a control relationship with
the Company prior to March 20, 1997. Following the redemption of the Series A
Preferred Stock, the termination of Ballard's rights under the Agreement, the
resignation of the four Directors, and the closing of the transaction with
Ballard, this control relationship with Ballard no longer existed. No person or
group of persons acquired control of the Company as a consequence of such
transaction with Ballard. Mr. Sinclair and Ms. Ballard were elected Directors
of the Company by Mr. Bayley, the sole remaining Director of the Company
following the closing of the transaction with Ballard, to fill the vacancies
then existing and both Mr. Bayley and Mr. Sinclair are officers, Directors and
principal shareholders of Quest Management Corp. Quest Ventures, Inc., an
affiliate of Quest Management Corp., holds approximately 6.8% of the Company's
outstanding Common Stock. By virtue of such relationships, Quest Management
Corp. may be deemed to have acquired control of the Company.
-6-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 13, 1995, the Company sold to Ballard 200,000 shares of
Preferred Stock which upon conversion represented 19.5% of the Company's capital
stock for US$2 million pursuant to the Ballard Agreement. Under the Ballard
Agreement, Ballard paid to the Company US$500,000 as nonrefundable consideration
for the Ballard Option to acquire all of the assets of the Company during the 24
month period following the closing of the sale of the Preferred Stock. On
February 28, 1997, the Company received notice from a wholly owned subsidiary of
Ballard of Ballard's exercise of the Ballard Option and on March 20, 1997, the
sale of substantially all the Company's assets to Ballard was completed. The
purchase price for the assets was $4,245,422, plus an adjustment for prepaid
rent of $2,233. Deducted from the purchase price were the $500,000
consideration paid for the option under the Option Agreement, $198,631 of
liabilities assumed, $3,671,471 principal and interest owing by the Company to
Ballard and liquid assets of $11,695, or a net purchase price deficiency of
$134,142. The Company's 200,000 shares of Series A Preferred Stock were
redeemed and retired. The Company paid the deficiency of $134,142 in the
payment of the purchase price by issuing to Ballard at the closing its 10%
promissory note due on demand. The Company agreed to indemnify Ballard against
certain losses in connection with the transaction.
The Ballard Agreement also provided for a line of credit up to $500,000
commencing eight months after the closing of the sale of Preferred Stock to
finance operating expenses. The commencement date for this line of credit
anticipated an eight month period beginning in July 1995 when the Ballard
Agreement was signed. The Ballard Agreement was approved by shareholders in
November 1995, four months later. The Company began borrowings against this
credit facility in January 1996 and as of March 20, 1997 the Company has
borrowed $500,000 and an additional $3,040,000 in addition to the line of credit
for a total of $3,540,000.
Under the Ballard Agreement two nominees of Ballard served on the Company's
Board of Directors through March 20, 1997, and the Company's conduct of its
business was subject to certain restrictions, during the option term. Mr. Harold
Wolcott and Kenneth Sorenson joined the Board as Ballard's nominees and resigned
on March 20, 1997.
For a description of the Employment Agreement with Executive Officers see
"Executive Compensation - Employment Agreements."
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 30, 1997, the Company had issued and outstanding 9,933,733
shares of its Common Stock. The following table sets forth, as of the Record
Date, certain information regarding beneficial ownership of the Common Stock by
(i) those persons beneficially holding more than five percent of the Company's
Common Stock, (ii) the Company's directors who beneficially own shares of the
Common Stock and (iii) all of the Company's directors and officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER /(1)/ OWNED /(2)/ COMMON STOCK
- ------------------------------------------------------------------------------
<S> <C> <C>
Brian Bayley /(3)/ 680,848 6.8%
A. Murray Sinclair, Jr. /(3)/ 680,848 6.8%
Quest Ventures, Ltd.
1095 West Pender Street - Suite 850 680,848 6.8%
Vancouver, British Columbia, Canada
V6E 2M6
Connect Intertel Media (formerly
Medsanna Medical Systems, Inc.) 1,045,301 8.5%
1190 Hornby Street - 12/th/ Floor
Vancouver, British Columbia, Canada
V6Z 2L3
Seven Seas Intercontinental Carriers
Limited 815,242 8.2%
46-50 Kensington Plaza
Jersey 2E4 8P5 Channel Islands
Loire Sextant S.A.
16 Saville Row 815,242 8.2%
London, England W1X 1AE
All officers and directors as a group 680,848 6.8%
(2 persons)
</TABLE>
-8-
<PAGE>
_________________________
(1) Unless otherwise indicated, the address of such person is c/o the Company.
(2) For purposes of the above table, a person is considered to "beneficially
own" any shares with respect to which he or she exercises sole or shared voting
or investment power or of which he or she has the right to acquire the
beneficial ownership within 60 days following March 31, 1997.
(3) Consists of 680,848 shares of Common Stock owned by Quest Ventures, Ltd.
Sinclair is President and Mr. Bayley is a Director. Such persons disclaim
beneficial ownership of such shares.
ESCROWED SHARES
In compliance with the requirements of the Securities Act (Ontario) and the
securities laws of certain other Provinces of Canada, and pursuant to an
agreement (the "Escrow Agreement") dated as of March 11, 1994 between Montreal
Trust Company of Canada (the "Escrow Agent"), Quest Oil & Gas, Inc. ("Quest"),
Connect and the Company, 2,523,142 shares of Common Stock (the "Escrowed
Shares") owned directly or indirectly by Quest and Connect were deposited with
the Escrow Agent. The Escrow Agent released 10% of the Escrowed Shares on
December 24, 1994, 20% on December 24, 1995, 20% on December 24, 1996 and will
release the remainder of the Escrowed Shares as follows: (a) 20% on December 24,
1997; and (b) the remaining 30% on December 24, 1998. Under the Escrow
Agreement, the Escrowed Shares may not be sold, pledged as security or otherwise
disposed of without the prior consent of the applicable securities commissions
and other regulatory authorities. Quest has transferred beneficial ownership of
such shares to Quest Ventures, Ltd. subject to Ontario Securities Commission
approval.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has not appointed either a Compensation
Committee or an Audit Committee. The Board of Directors does not have a
nominating committee.
The Company's Board of Directors held four (4) meetings during the year
ended December 31, 1996.
-9-
<PAGE>
RELATIONSHIP WITH PUBLIC ACCOUNTANTS
The firm of Raimondo, Pettit & Glassman has been selected to serve as the
independent auditors for the Company for the fiscal year ending December 31,
1997. A representative of Raimondo, Pettit & Glassman is not expected to be
present at the annual meeting of stockholders of the Company with the
opportunity to make a statement or to be available to respond to appropriate
questions.
The Company's former independent accountants, Coopers & Lybrand L.L.P.
("Coopers") resigned from that capacity on November 8, 1996.
The report by Coopers on the financial statements of the Company dated
March 1, 1996, including consolidated balance sheets as of December 31, 1995 and
1994, and the related consolidated statements of operations, cash flows and
statement of stockholders' equity (deficit) for the years then ended did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles except that the
report contained a going concern qualification.
The former independent accountants resigned from their position on November
8, 1996. The resignation was not presented to or considered by the Board of
Directors or any audit or similar committee of the Board and, therefore, the
decision was not recommended or approved by the Board or any such committee.
During the period covered by the financial statements through the date of
resignation of the former accountants, there were no disagreements with the
former accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
A letter from the former independent accountants for the Company is
attached as an Exhibit to the Company's Form 10-QSB for the quarter ended
September 30, 1996.
SUBMISSION OF SHAREHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any proposals which shareholders intend to present for a vote of
shareholders at the Company's 1998 Annual Meeting and which such shareholders
desire to have included in the Company's proxy statement and form of proxy
relating to that meeting must be sent to the Company's executive office and
received by the Company not later than January 20, 1998.
-10-
<PAGE>
GENERAL
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by use of the mails, certain officers and regular employees may
solicit proxies personally and by telephone and the Company will request banks,
brokerage houses and nominees and fiduciaries to forward soliciting material to
their principals and will reimburse them for their reasonable out-of-pocket
expenses.
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1996, including financial statements, is being mailed to shareholders herewith.
By Order of the Board of Directors
Sandra Lee, Secretary
Dated: May 20, 1997
-11-
<PAGE>
APPENDIX: FORM OF PROXY
KINETIC VENTURES LTD.
1095 West Pender Street - Suite 850
Vancouver, British Columbia, Canada V6E 2M6
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mr. Brian E. Bayley, Ms. Emily Hembroff and
Sandra Lee, and each of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote, as designated
below, all the shares of common stock of Kinetic Ventures Ltd. held of record by
the undersigned on May 15, 1997 at the annual meeting of shareholders to be held
on June 27, 1997 or any adjournment thereof.
1. Election of Directors
[ ] For all nominees listed below (except as marked to contrary
below)
[ ] Withhold Authority to vote for all nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Brian E. Bayley A. Murray Sinclair, Jr.
Jennine M. Ballard
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
-i-
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR EACH OF THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated: ,1997
----------------- ---------------------------------------
Signature
Title (if required)
---------------------------------------
Signature (if held jointly)
-ii-
