<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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MURDOCK COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
MURDOCK COMMUNICATIONS CORPORATION
1112 29TH AVENUE S.W.
CEDAR RAPIDS, IOWA 52404
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Murdock Communications Corporation,
an Iowa corporation (hereinafter called the Corporation), will be held at the
Four Points Sheraton Inn, 525 33rd Avenue S.W., Cedar Rapids, Iowa 52404, on May
28, 1997, at 2 p.m. local time, for the purpose of:
1. Electing six directors for the ensuing year.
2. Ratifying the appointment of Deloitte & Touche LLP, independent
public accountants, as auditors of the Corporation for its fiscal year
ending December 31, 1997.
3. Taking action with respect to any other matters that may be
properly brought before the meeting and that might be considered by the
shareholders of an Iowa corporation at their annual meeting.
By order of the Board of Directors
Cedar Rapids, Iowa
May 1, 1997
DAVID F. SCHULTZ,
Secretary
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL 25, 1997 ARE
ENTITLED TO VOTE AT THE MEETING. YOUR VOTE IS IMPORTANT TO ENSURE THAT A
MAJORITY OF THE STOCK IS REPRESENTED. PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING. IF YOU LATER FIND THAT YOU MAY BE PRESENT AT THE
MEETING OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT
ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
MURDOCK COMMUNICATIONS CORPORATION
1112 29TH AVENUE S.W.
CEDAR RAPIDS, IOWA 52404
PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Murdock Communications Corporation of proxies, in the
accompanying form, to be used at the Annual Meeting of Shareholders of the
Corporation to be held at the Four Points Sheraton Inn, 525 33rd Avenue S.W.,
Cedar Rapids, Iowa 52404, on May 28, 1997 at 2 p.m., local time, and any
adjournments thereof. This proxy material is being mailed on or about May 1,
1997 to shareholders of record at the close of business on April 25, 1997.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
The shares represented by each valid proxy received in time will be voted
at the meeting and, if a choice is specified on the proxy, it will be voted in
accordance with that specification. If no instructions are specified in a signed
proxy returned to the Corporation, the shares represented thereby will be voted
(1) in FAVOR of the election of the directors listed in the enclosed proxy, and
(2) in FAVOR of the ratification of Deloitte & Touche LLP as auditors of the
Corporation for fiscal 1997.
Shareholders may revoke proxies at any time to the extent they have not
been exercised by giving written notice to the Corporation or by a later
executed proxy. Attendance at the Annual Meeting will not automatically revoke a
proxy, but a shareholder attending the Annual Meeting may request a ballot and
vote in person, thereby revoking a prior granted proxy. The cost of solicitation
of proxies will be borne by the Corporation. Solicitation will be made primarily
by use of the mails; however, some solicitation may be made by employees of the
Corporation, without additional compensation therefor, by telephone, by
facsimile, or in person. Only shareholders of record at the close of business on
April 25, 1997 will be entitled to notice of and to vote at the meeting. On the
record date, the Corporation had outstanding 4,152,494 shares of no par value
common stock ("Common Stock") and 200 shares of 10% Series A Preferred Stock
("Preferred Stock"), each entitled to one vote per share. The shares of Common
Stock and Preferred Stock will vote together as a single class on all matters
presented for a vote at the Annual Meeting.
A majority of the votes entitled to be cast with respect to each matter
submitted to the shareholders, represented either in person or by proxy, shall
constitute a quorum with respect to such matter. Approval of each matter
specified in the notice of the meeting requires the affirmative vote of a
majority, or in the case of the election of directors a plurality, of the shares
present in person or by proxy at the meeting and entitled to vote on such
matter. A withheld vote will count toward the quorum requirement and will not
affect the determination of whether such matters are approved or the election of
directors. The Inspector of Election appointed by the Board of Directors shall
determine the presence of a quorum and tabulate the results of shareholder
voting.
ELECTION OF DIRECTORS
It is intended that shares represented by proxies in the enclosed form will
be voted for the election of the nominees named in the following table to serve
as directors for a term of one year and until their successors are elected,
unless contrary instructions are received. As indicated below, each person
nominated by the Board of Directors other than Mr. Erickson is an incumbent
director. The Corporation anticipates that the nominees listed in this Proxy
Statement will be candidates when the election is held. However, if an
unexpected occurrence should make it necessary, in the judgment of the proxy
holders, to substitute some other person for
<PAGE> 4
any of the nominees, proxies will be voted for a substitute nominee selected by
the proxy holders (except where a proxy withholds authority with respect to the
election of directors).
<TABLE>
<CAPTION>
DIRECTOR
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS AGE SINCE
- --------------------------------------------------------------------- --- --------
<S> <C> <C>
GUY O. MURDOCK....................................................... 41 1989
Chairman of the Board since 1989. Chief Executive Officer of the
Corporation from 1989 to April 1997 and President of the Corporation
from 1989 to July 1996.
THOMAS E. CHAPLIN.................................................... 45 1997
Chief Executive Officer of the Corporation since April 1997. From
1993 to 1996, Senior Vice President and General Manager of APAC
Teleservices, Inc. (provider of outsourced customer service and sales
teleservices for large companies). From 1990 to 1993, President and
Chief Operating Officer of Unilens Corp., USA (a manufacturer of
aspheric multifocal contact lenses).
COLIN P. HALFORD..................................................... 42 1993
President of the Corporation since July 1996. Vice President -- Sales
and Marketing of the Corporation from 1994 to July 1996. President of
Halford and Associates (telecommunications management and consulting
firm) from 1992 to 1993.
JOHN C. POSS......................................................... 48 1994
President of WorldQuest Networks, Inc. (provider of international
facsimile services) since 1996 and President of J.C. Poss & Company,
Inc. (telecommunications consulting firm) since 1994. Vice President
- -- Corporate Development and Planning of Intellicall, Inc. (provider
of technology, equipment and services to the telecommunications
industry) from 1992 to 1994. Mr. Poss also served as Chief Financial
Officer of the Corporation in 1993.
STEVEN R. EHLERT..................................................... 39 1995
Vice President of Operations of Starter Printables Division of
Starter Corporation (producer of athletic apparel and equipment)
since 1996. Director of Operations of Galt Sand Company Incorporated
(commercial printing company specializing in silk screened clothing)
from 1986 to 1996.
LARRY A. ERICKSON.................................................... 48 --
Vice President and Controller of the Rockwell Avionics and
Communications division (provider of advanced avionics and airborne
and mobile communications systems and services to airlines, aircraft
manufacturers and business aircraft) of Rockwell International
Corporation since November 1996. For more than 20 years prior to
November 1996, Mr. Erickson served in a variety of finance and
accounting positions at Rockwell International Corporation.
</TABLE>
EXECUTIVE OFFICERS
The following table sets forth the name, age, current position and
principal occupation and employment during the past five years of the executive
officers of the Corporation who are not directors:
<TABLE>
<CAPTION>
NAME AGE CURRENT POSITION OTHER POSITIONS
---- --- ---------------- ---------------
<S> <C> <C> <C>
Bill R. Wharton............... 36 Vice President-Operations Director of Operations of the
(since 1995) Corporation from 1989 to 1995
David F. Schultz.............. 41 Chief Financial Officer Controller of the Corporation from
(since 1995) and 1993 to 1995; Controller of Paycom
Secretary (since 1993) Systems Corporation (provider of
private pay phone services) from
1987 to 1992
</TABLE>
2
<PAGE> 5
DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors has an Audit Committee and a Compensation Committee.
The Board's Audit Committee is comprised of Messrs. Poss and Ehlert. The Audit
Committee makes recommendations to the Board of Directors regarding the
engagement of independent public accountants to audit the books and accounts of
the Corporation and reviews and approves the scope of annual audit activities of
the auditors, approves the audit fee payable to the auditors and reviews the
audit results. The Audit Committee also consults with the independent public
accountants with respect to the annual audit scope and plan of audit and with
respect to the adequacy of the Corporation's internal controls and accounting
procedures. The Audit Committee met two times during fiscal 1996 and all
committee members were present.
The Board's Compensation Committee is comprised of Messrs. Poss and Ehlert.
The Compensation Committee, in addition to such other duties as may be specified
by the Board of Directors, reviews and recommends to the Board of Directors the
compensation structure for the corporation's officers and other managerial
personnel, including salary rates, participation in incentive compensation and
benefit plans, fringe benefits, noncash perquisites and other forms of
compensation. The Compensation Committee also administers the Corporation's 1993
Stock Option Plan and the Corporation's 1997 Stock Option Plan. The Compensation
Committee met two times during fiscal 1996 and all committee members were
present.
The Board of Directors held three meetings in fiscal 1996. Except for John
C. Poss, each of the directors attended at least 75% of the meetings held by the
Board of Directors and by the Committees on which such director served.
COMPENSATION OF DIRECTORS
During 1996, directors not employed by the Corporation received a $250 fee
for are meeting attended and were reimbursed for expenses. Until December 31,
1996, the Corporation also had a consulting agreement with J.C. Poss & Company,
Inc., a corporation controlled by John C. Poss, a director of the Corporation.
See "Certain Relationships and Related Transactions."
Effective April 29, 1997, the Board of Directors adopted a policy to pay
directors not employed by the Corporation an annual retainer equal to the
greater of (a) $12,000 and (b) $1,000 for each meeting of the Board of Directors
attended. In addition, the Corporation would issue to each director not employed
by the Corporation an option to purchase up to 5,000 shares of Common Stock on
the day after election as a director with an exercise price equal to the closing
price of the Common Stock on the Nasdaq SmallCap Market on such date.
3
<PAGE> 6
SECURITY OWNERSHIP
The following table sets forth information as of March 31, 1997 regarding
the beneficial ownership of shares of Common Stock by (1) each person who is
known to the Corporation to be the beneficial owner of more than 5% of the
Common Stock, (2) each director, director nominee and named executive officer
(as defined below), and (3) all directors and executive officers as a group.
Beneficial ownership of Common Stock has been determined for this purpose in
accordance with Rules 13d-3 and 13d-5 of the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 (the "Exchange Act"), which
provide, among other things, that a person is deemed to be the beneficial owner
of Common Stock if such person, directly or indirectly, has or shares voting
power or investment power with respect to the Common Stock or has the right to
acquire such ownership within sixty days.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED(1) OF CLASS
------------------------ ------------ --------
<S> <C> <C>
Guy O. Murdock.............................................. 926,085 22.3
Thomas E. Chaplin(2)........................................ 75,000 *
Berthel Fisher & Company, Inc.(3)........................... 464,068 11.1
Larry A. Cahill(4).......................................... 462,380 11.1
Colin P. Halford(5)......................................... 23,430 *
John C. Poss(6)............................................. 33,280 *
Steven R. Ehlert............................................ -- --
Larry A. Erickson........................................... -- --
All directors and executive officers as a group (8
persons)(7)............................................... 1,084,869 25.2
</TABLE>
- -------------------------
* Less than 1%.
(1) This table is based upon information supplied by directors, executive
officers and principal shareholders. Unless otherwise indicated in footnotes
to this table, each of the shareholders named in this table has sole voting
and investment power with respect to the shares shown as beneficially owned.
(2) Includes 75,000 shares subject to exercise of stock options.
(3) Includes 350,497 shares of Common Stock held by certain affiliates of
Berthel for which Berthel shares voting and investment power, including
24,500 shares subject to exercise of warrants. Reflects information reported
in a Schedule 13D filed with the SEC by Berthel on January 16, 1997. The
address of Berthel is 100 Second Street S.E., P.O. Box 74250, Cedar Rapids,
Iowa 52407.
(4) Mr. Cahill's address is 3330 Southgate Court S.W., Cedar Rapids, Iowa 52404.
Includes 20,000 shares subject to exercise of warrants. Reflects information
reported in a Schedule 13G filed with the SEC by Mr. Cahill on December 11,
1996.
(5) Includes 23,280 shares subject to exercise of stock options and 50 shares
subject to exercise of warrants.
(6) Includes 23,280 shares subject to exercise of stock options.
(7) Includes 148,334 shares subject to exercise of stock options and 150 shares
subject to exercise of warrants.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Corporation's directors and
executive officers, and persons who own more than 10% of a registered class of
the Corporation's equity securities, to file with the SEC initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Corporation's equity securities. The rules promulgated by the SEC under section
16(a) of the Exchange Act require those persons to furnish the Corporation with
copies of all reports filed with the SEC pursuant to section 16(a). Based solely
upon a review of such forms actually furnished to the Corporation, and written
representations of certain of the Corporation's directors and executive
officers, all directors, executive officers and 10% shareholders have filed with
the SEC on a timely basis all reports required to be filed under section 16(a)
of the Exchange Act, except that Guy O. Murdock, Colin P. Halford, David F.
Schultz and Bill R. Wharton
4
<PAGE> 7
each made a single purchase of the Corporation's equity securities on October
24, 1996, the date of closing of the Corporation's initial public offering, and
each filed a report with respect to such transaction in April 1997.
EXECUTIVE COMPENSATION
Cash and Other Compensation. The table which follows sets forth certain
information concerning compensation paid to, earned by, or awarded to Guy O.
Murdock, the Corporation's Chief Executive Officer in 1996, and Colin P.
Halford, the Corporation's President (collectively, the "named executive
officers") during the years indicated below. No other executive officer's salary
and bonus exceeded $100,000 in 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ---------------------
COMPENSATION OTHER
NAME AND --------------------- ANNUAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($)
------------------ ---- --------- -------- --------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Guy O. Murdock......... 1996 150,000 18,750 13,099(2) -- --
Chairman of the Board 1995 137,500 42,385 13,081(2) -- --
and Chief Executive 1994 117,789 -- 11,422(2) -- --
Officer(1)
Colin P. Halford....... 1996 100,000 10,000 -- -- --
President 1995 66,000 25,000 -- -- --
1994 56,539 -- -- 38,799 --
</TABLE>
- -------------------------
(1) Mr. Murdock resigned as Chief Executive Officer of the Corporation effective
April 4, 1997.
(2) The amounts listed for 1996, 1995 and 1994 include $8,200, $7,845 and
$8,512, respectively, for use of a company car, and $4,899, $5,236 and
$2,910, respectively, for country club membership fees.
Stock Options. No stock options were granted to named executive officers
during the fiscal year ended December 31, 1996 under the 1993 Stock Option Plan,
and the Corporation has not yet granted any options under the 1997 Stock Option
Plan approved by shareholders in July 1996. The following table provides certain
information regarding the value of unexercised options held by named executive
officers at December 31, 1996. The named executive officers did not exercise any
options during the fiscal year ended December, 31, 1996.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS
AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
NAME (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)(1)
---- --------------------------- ------------------------------
<S> <C> <C>
Colin P. Halford............................. 23,280/15,519 48,073/32,047
</TABLE>
- -------------------------
(1) Calculated based on the reported closing bid price of $3- 7/8 per share of
Common Stock on the Nasdaq SmallCap Market on December 31, 1996.
Employment Agreements. On August 16, 1996, the Corporation entered into
separate Employment Agreements with each of Guy Murdock, Colin Halford, Bill
Wharton and David Schultz. Each of the Employment Agreements has a three-year
term. Pursuant to the Employment Agreements, Messrs. Murdock, Halford, Schultz
and Wharton will receive base salaries of not less than $150,000, $130,000,
$65,000 and $65,000, respectively. In addition, each of them will be eligible to
participate in the 1993 Stock Option Plan, the 1997 Stock Option Plan and other
executive compensation plans. Each Employment Agreement contains a provision
restricting competition with the Corporation for a period of two years following
termination of
5
<PAGE> 8
employment. If employment with the Corporation is terminated by the Corporation
for any reason, including for cause, the employee is entitled to receive
continuation of his then effective base salary for two years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Until December 31, 1996, the Corporation had a consulting agreement with
J.C. Poss & Company, Inc., a corporation controlled by John C. Poss, a director
of the Corporation. J.C. Poss & Company, Inc. provided a variety of services to
the Corporation, including advice regarding regulatory matters, acquisitions,
new technology, business opportunities and financial matters. The Corporation
paid J.C. Poss & Company, Inc. $59,914 in 1996 pursuant to the consulting
agreement.
Prior to the Corporation's initial public offering in October 1996, the
Corporation obtained substantially all of its telecommunications equipment
through lease financing provided by Berthel Fisher & Company, Inc. and certain
of its affiliates ("Berthel"), the beneficial owner of approximately 11.1% of
Common Stock outstanding on March 31, 1997. The Corporation paid Berthel
approximately $3.7 million in 1996, including $1.2 million for scheduled lease
payments, $2.2 million of the net proceeds of the Corporation's initial public
offering to buy out certain leases with Berthel, $179,250 for interest payments
under a note in the principal amount of $750,000, collateralized by certain of
the Corporation's equipment and contracts, and $132,531 in underwriting fees and
commissions in connection with the Corporation's initial public offering. The
Corporation currently makes monthly lease payments to Berthel of approximately
$80,000 and makes monthly commission payments to Berthel of approximately
$18,000 in connection with services provided by the Corporation to a hotel
management company.
The Corporation provides telecommunications services to certain hotels
managed by Larken, Inc., a corporation controlled by Larry A. Cahill. Mr. Cahill
beneficially owns approximately 11.1% of the Common Stock outstanding on March
31, 1997. The Corporation generated revenues of $1,316,571 in 1996 pursuant to
its contracts with Larken, Inc., and accrued commissions of $274,410 payable to
Larken, Inc. pursuant to such contracts.
AUDITORS
The Board of Directors, upon recommendation from the Audit Committee, has
selected Deloitte & Touche LLP to be the Corporation's auditors for the 1997
fiscal year.
Although this appointment is not required to be submitted to a vote of
shareholders, the Board of Directors believes it appropriate as a matter of
policy to request that the shareholders ratify the appointment. If shareholders'
ratification is not received, the Board of Directors may reconsider the
appointment.
The Board of Directors of the Corporation recommends a vote for
ratification of Deloitte & Touche LLP as independent auditors for the purpose of
auditing the financial statements of the Corporation for fiscal 1997. A
representative of Deloitte & Touche LLP will be present at the Annual Meeting
and will have the opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions.
On October 5, 1995, the Corporation determined to dismiss Ernst & Young LLP
as independent auditors and to retain Deloitte & Touche LLP. The Corporation
determined to dismiss Ernst & Young LLP for the 1995 fiscal year because Ernst &
Young LLP had closed its Cedar Rapids, Iowa office. Ernst & Young LLP's reports
on the Corporation's financial statements for the years ended December 31, 1993
and 1994 did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, auditing scope or accounting
principles. The Corporation's decision with respect to the change of independent
auditors was approved by the Audit Committee of the Board of Directors. During
the two years preceding the change in independent auditors, and the subsequent
interim periods, there were no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures which, if not resolved to the satisfaction of Ernst
& Young LLP, would have caused Ernst & Young LLP to make reference to the matter
in their reports.
6
<PAGE> 9
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB
The Corporation is required to file an annual report, called a Form 10-KSB,
with the Securities and Exchange Commission. A copy of Form 10-KSB for the
fiscal year ended December 31, 1996 will be made available, without charge, to
any person entitled to vote at the Annual Meeting. Written request should be
directed to David F. Schultz, Office of the Corporate Secretary, Murdock
Communications Corporation, 1112 29th Avenue S.W., Cedar Rapids, Iowa 52404.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 1998 Annual Meeting
of Shareholders must be received at the Corporation's principal offices in Cedar
Rapids, Iowa no later than December 31, 1997 for inclusion in the proxy material
for that meeting.
OTHER MATTERS
The Directors of the Corporation know of no other matters to be brought
before the meeting. If any other matters properly come before the meeting,
including any adjournment or adjournments thereof, it is intended that proxies
received in response to this solicitation will be voted on such matters in the
discretion of the person or persons named in the accompanying proxy form.
BY ORDER OF THE BOARD OF DIRECTORS
MURDOCK COMMUNICATIONS
CORPORATION
David F. Schultz, Secretary
Cedar Rapids, Iowa
May 1, 1997
7
<PAGE> 10
PROXY
MURDOCK COMMUNICATIONS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Guy O. Murdock and David F. Schultz, or
either one of them, with full power of substitution and resubstitution, as
proxy or proxies of the undersigned to attend the Annual Meeting of
Shareholders of Murdock Communications Corporation to be held on May 28, 1997
at 2 p.m., local time, at the Four Points Sheraton Inn, 525 33rd Avenue S.W.,
Cedar Rapids, Iowa 52404, and at any adjournment thereof, there to vote all
shares of stock of Murdock Communications Corporation which the undersigned
would be entitled to vote if personally present as specified upon the following
matters and in their discretion upon such other matters as may properly come
before the meeting.
1. ELECTION OF DIRECTORS (terms expiring at the 1998 Annual Meeting)
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
1-GUY O. MURDOCK
2-THOMAS E. CHAPLIN
3-COLIN P. HALFORD
4-JOHN C. POSS
5-STEVEN R. EHLERT
6-LARRY A. ERICKSON
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right) [ ]
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
auditors for 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
(continued on reverse side)
<PAGE> 11
PROXY NO. NO. OF SHARES
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and accompanying Proxy Statement, ratifies all that
said proxies or their substitutes may lawfully do by virtue hereof, and revokes
all former proxies.
Please sign exactly as your name appears hereon, date and return this Proxy.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO GRANT AUTHORITY TO ELECT
THE NOMINATED DIRECTORS AND TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS THE COMPANY'S AUDITORS. IF OTHER MATTERS COME BEFORE THE MEETING, THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES APPOINTED.
DATED: ___________________, 1997
____________________________________
(SIGNATURE OF SHAREHOLDER)
____________________________________
(SIGNATURE IF JOINTLY HELD)
If signing as attorney, executor,
administrator, trustee or guardian,
please add you full title as such. If
shares are held by two or more persons,
all holders must sign the Proxy.
