CENTURY CASINOS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened at 10:00
a.m., Mountain Daylight Time, on Friday, June 5, 1998, at 1625 Broadway, Suite
1600, Denver, Colorado, for the following purposes:
1. To elect two Class I directors and one Class III director to the Board
of Directors;
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on April 29, 1998 will be
entitled to vote at the meeting. These materials will be first mailed to
stockholders on or about May 5, 1998.
--------------------------
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE FILL
IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT
YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE MEETING YOU CAN
REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.
--------------------------
By Order of the Board of Directors
/s/ Norbert Teufelberger
----------------------------------------
Norbert Teufelberger, Secretary
Cripple Creek, Colorado
April 29, 1998
<PAGE>
CENTURY CASINOS, INC.
200 - 220 East Bennett Avenue
Cripple Creek, CO 80813
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held June 5, 1998
IN GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Century Casinos, Inc. (the "Company"), to
be used at the Annual Meeting of Stockholders (the "Meeting") to be held on
Friday, June 5, 1998, at 1625 Broadway, Suite 1600, Denver, Colorado, at 10:00
a.m., Mountain Daylight Time, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. The enclosed material will be mailed
on or about May 5, 1998 to stockholders of the Company.
The shares covered by the enclosed proxy, if received by the Board of
Directors prior to the Meeting, will be voted in favor of the election of the
nominees to the Board of Directors named in this proxy statement. A proxy may be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company at its above address or by a subsequently executed
proxy. Stockholders may vote their shares in person if they attend the Meeting,
even if they have executed and returned a proxy. If no instructions are
indicated on the proxy, the shares will be voted in favor of the proposals to be
considered at the Meeting. The matters to be brought before the Meeting are the
election of two Class I directors and one Class III director of the Board of
Directors, and the transaction of such other business as may come before the
Meeting.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited by mail, and, in addition, directors,
officers and regular employees of the Company (who will not receive any
additional compensation) may solicit proxies personally, by telephone or by
special correspondence. The Company will reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners of the
Company's common stock.
VOTING SECURITIES
Only stockholders of record at the close of business on April 29, 1998 will
be entitled to vote at the Meeting. On that date, there were issued and
outstanding 15,381,385 shares of the Company's $.01 par value common stock, the
only class of voting securities of the Company. Each share of common stock is
entitled to one vote per share. Cumulative voting in the election of directors
is not permitted.
A majority of the number of the outstanding shares of common stock,
represented either in person or by proxy, will constitute a quorum for the
transaction of business at the Meeting. Of the votes cast at the Meeting, a vote
of the holders of the majority of the common stock present, either in person or
by proxy, is required to elect each director nominee.
The following table sets forth information as of April 28, 1998, concerning
record common stock ownership by beneficial owners of five percent or more of
the Company's common stock and the officers and directors of the Company. All of
the named persons below other than Thomas Graf are officers or directors of the
Company:
1
<PAGE>
Name and Amount and
Address of Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
Common Stock, Erwin Haitzmann 1,552,338 (a) 9.5%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, Peter Hoetzinger 910,456 (b) 5.7%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, James D. Forbes 867,328 (c) 5.5%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, Norbert Teufelberger 503,832 (d) 3.2%
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, Robert S. Eichberg 13,333 (e) (f)
$.01 par value 1801 California Street,
Suite 4650
Denver, CO 80202
Common Stock, Gottfried Schellmann 52,333 (g) (f)
$.01 par value Lerchengasse 2
2340 Moedling, Austria
Common Stock, Brad Dobski 81,667 (h) (f)
$.01 par value 999 18th Street, Suite 1810
Denver, CO 80202
Common Stock, All Officers and Directors 3,980,788 22.3%
$.01 par value as a Group (seven persons)
Common Stock, Thomas Graf 2,561,000 (i) 16.6%
$.01 par value Liechtensteinstrasse 54
A-2344 Maria Enzersdorf
Austria
- ------------
(a) Includes: (i) an incentive stock option for 130,000 shares exercisable at
$1.50 per share; (ii) an incentive stock option for 25,000 shares
exercisable at $0.75 per share; (iii) a nonstatutory stock option for
820,000 shares exercisable at $1.50 per share; and (iv) a warrant for
13,669 shares exercisable at $2.25 per share.
(b) Includes: (i) an incentive stock option for 130,000 shares exercisable at
$1.50 per share; (ii) an incentive stock option for 25,000 shares
exercisable at $0.75 per share (iii) a nonstatutory stock option for
413,000 shares exercisable at $1.50 per share; (iv) a warrant for 8,728
shares exercisable at $2.25 per share; and (v) 100,000 shares held by Mr.
Hoetzinger's spouse.
(c) Includes: (i) an incentive stock option for 130,000 shares exercisable at
$1.50 per share; (ii) an incentive stock option for 25,000 shares
2
<PAGE>
exercisable at $0.75 per share (iii) a nonstatutory stock option for
328,000 shares exercisable at $1.50 per share; and (iv) a warrant for
13,064 shares exercisable at $2.25 per share.
(d) Includes: (i) an incentive stock option for 130,000 shares exercisable at
$1.50 per share; (ii) an incentive stock option for 25,000 shares
exercisable at $0.75 per share (iii) a nonstatutory stock option for
143,000 shares exercisable at $1.50 per share; and (iv) a warrant for
5,416 shares exercisable at $2.25 per share.
(e) Includes an incentive stock option for 3,333 shares exercisable at $0.938
per share.
(f) Less than 1%.
(g) Includes an incentive stock option for 3,333 shares exercisable at $0.938
per share.
(h) Includes: incentive stock options for 4,500 shares exercisable at $2.25
per share; 51,667 shares exercisable at $1.50 per share; and 5,000 shares
exercisable at $0.75 per share.
(i) Includes a warrant for 50,000 shares exercisable at $2.25 per share.
3
<PAGE>
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Information regarding the Board of Directors and executive officers of the
Company, as of April 29, 1998, is as follows:
Officer or
Name Age Positions Held Director Since
Erwin Haitzmann 44 Chairman of the Board March 1994
Peter Hoetzinger 35 Vice Chairman of the Board March 1994
and Assistant Secretary
James D. Forbes 40 Chief Executive Officer, President, March 1994
Assistant Treasurer and Director
Norbert Teufelberger 33 Chief Financial Officer, Secretary March 1994
and Director
Robert S. Eichberg 52 Director January 1997
Gottfried Schellmann 44 Director January 1997
Brad Dobski 45 Vice President-Finance and January 1995
Chief Accounting Officer
There is no family relationship between or among any of the above-listed
officers and directors.
Erwin Haitzmann holds a Doctorate degree in Social and Economic Sciences
from the University of Linz, Austria (1980), and has extensive casino gaming
experience ranging from dealer (commencing in 1975) through various casino
management positions. Mr. Haitzmann served as Chief Executive Officer of Casinos
Austria International from 1981 to 1992. During his employment he served as
chairman or member of the board of directors of more than 25 casino subsidiaries
of Casinos Austria International worldwide. From October 1992 through April 1993
he was employed by Novo Invest Casino Development as Head of the Management
Board. Mr. Haitzmann has been employed full-time by the Company since May 1993.
Peter Hoetzinger received an MBA from the University of Linz, Austria, in
1986. He thereafter joined Casinos Austria International, where he was
responsible for business development and acquisitions through October 1992; he
served as deputy to the Chief Executive Officer and as director of 10 casino
subsidiaries of Casinos Austria International. From November 1992 through April
1993, he worked for Novo Invest Casino Development. Mr. Hoetzinger has been
employed full-time by the Company since May 1993.
James D. Forbes, from 1979 to 1987, was employed in several positions in
the gaming industry with British casino companies. From 1987 through January
1993, he was employed in the gaming industry by Casinos Austria International in
various positions, including casino manager, general manager, operations manager
and regional managing director. Mr. Forbes has been employed full-time by the
Company since February 1993.
Norbert Teufelberger received an MBA from Vienna University in 1989. He
thereafter joined Casinos Austria International in 1989, as Assistant to the
Chief Executive Officer, later becoming Head of International Finance & Control.
There, his responsibilities included establishing financial operating systems
for the parent and all subsidiary companies. Additionally, he was responsible
for negotiating and establishing financing requirements of Casinos Austria
International. From November 1992 through April 1993, he worked for Novo Invest
Casino Development. Mr. Teufelberger has been employed full-time by the Company
since May 1993.
4
<PAGE>
Robert S. Eichberg graduated from Bradley University in 1968 with a B.S.
Degree in Accounting and is a Certified Public Accountant. He was employed by
the public accounting firm of Deloitte & Touche LLP from 1974 to 1994, ending
his tenure there as Tax Partner. From 1994 to 1996 he served as Tax Partner for
the public accounting firm Price Bednar, before joining the public accounting
firm Causey, Demgen & Moore, Inc. in September of 1996 as shareholder and
President.
Gottfried Schellmann graduated from University of Vienna with a law degree
and is a certified tax advisor in Austria. After having worked for several
firms, including KPMG Germany as tax and accounting manager, he formed
Schellmann & Partner in 1993, which specializes in tax and accounting work for
provinces and municipalities in Austria. He is a member of the International Bar
Association and currently acts as its session chairman. He is also one of the
main co-authors, together with certain officers of the Austrian Ministry of
Finance, of the Austrian corporate tax code.
Brad Dobski holds a B.S. Degree in Mathematics from the University of
Illinois (1974), a Master's Degree in Accountancy from the University of
Illinois (1978) and is a Certified Public Accountant. From 1978 to 1986 he was
employed by the public accounting firm of Price Waterhouse, and ended his tenure
as Audit Manager. From 1986 to 1994 he served in various financial management
capacities in the U.S. and abroad with the Kiewit Companies, a privately-held
multinational conglomerate engaged in construction, telecommunications and
energy. He held the position of Financial Director of McCourt/Kiewit
International prior to leaving Kiewit in April 1994. Mr. Dobski has been
employed full-time by the Company since November 1994. He became Chief
Accounting Officer in January 1995 and became Vice President-Finance in March
1997.
Executive Compensation
----------------------
The table below sets forth executive compensation during 1995, 1996 and
1997 to the President and Chief Executive Officer of the Company, James D.
Forbes, and to all other executive officers who received greater than $100,000
in compensation in 1996 and 1997. No executive officer received compensation
greater than $100,000 during 1995.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Awards Payouts
- ---------------------------------------------------------------------------------------------------
Securities
Other Under-
Annual Restricted lying All Other
Compen- Stock Options/ LTIP Compen-
Salary Bonus sation Award(s) SARs Payouts sation
Year ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Erwin Haitzmann, 1997 130,671 54,632 1,715 --
Chairman of the Board 1996 125,000 22,108 -- -- -- --
- ---------------------------------------------------------------------------------------------------
Peter Hoetzinger, 1997 130,671 54,329 926 -- -- -- --
Vice Chairman of the 1996 125,000 21,809 --
Board and Assistant
Secretary
- ---------------------------------------------------------------------------------------------------
James D. Forbes, 1997 132,580 47,175 6,377
Chief Executive Officer,1996 125,000 13,189 -- -- -- -- --
President, Assistant 1995 99,500 -- -- -- -- -- --
Treasurer and Director
- ---------------------------------------------------------------------------------------------------
Norbert Teufelberger, 1997 130,671 38,317 3,934 --
Chief Financial Officer,1996 125,000 5,765 -- -- -- --
Secretary and Director
- ---------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the grants of stock options to purchase
shares of common stock of the Company to certain executive officers in 1997:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees
Name Granted (#) in 1997 Exercise Price Expiration Date
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Erwin Haitzmann,
Chairman of the 50,000 18.8% $ 0.75 2007
Board
- ---------------------------------------------------------------------------------------------------
Peter Hoetzinger, 50,000 18.8% $ 0.75 2007
Vice Chairman of the
Board and Assistant
Secretary
- ---------------------------------------------------------------------------------------------------
James D. Forbes 50,000 18.8% $ 0.75 2007
Chief Executive Officer,
President, Assistant
Treasurer and Director
- ---------------------------------------------------------------------------------------------------
Norbert Teufelberger, 50,000 18.8% $ 0.75 2007
Chief Financial Officer,
Secretary and Director
- ---------------------------------------------------------------------------------------------------
Brad Dobski, 20,000 7.5% 10,000 @ $0.75 2007
Vice President-Finance 10,000 @ $1.00
and Chief Accounting
Officer
- ---------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth the aggregate options held by certain
executive officers of the Company. No options were exercised by the specified
officers in 1997.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Number of Securities Value of unexercised
Value Underlying options in-the-money options at
Name Exercise(#) realized Exercisable/Unexercisable December 31, 1997
Exercisable/Unexercisable
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Erwin Haitzmann, - - 1,000,000/25,000 $6,250/$6,250 (a)
Chairman of the
Board
- ---------------------------------------------------------------------------------------------------
Peter Hoetzinger, - - 593,000/25,000 $6,250/$6,250 (a)
Vice Chairman of the
Board and Assistant
Secretary
- ---------------------------------------------------------------------------------------------------
James D. Forbes, - - 508,000/25,000 $6,250/$6,250 (a)
Chief Executive Officer,
President,Assistant
Treasurer and Director
- ---------------------------------------------------------------------------------------------------
Norbert Teufelberger, - - 323,000/25,000 $6,250/$6,250 (a)
Chief Financial Officer,
Secretary and Director
- ---------------------------------------------------------------------------------------------------
Brad Dobski, - - 69,500/8,333 $1,250/$1,250 (a)
Vice President-Finance
and Chief Accounting
Officer
- ---------------------------------------------------------------------------------------------------
</TABLE>
(a) Based on the average of the low ($0.938) and high ($1.063) bid prices of
the Company's Common Stock on the Nasdaq Stock Market as quoted on December
31, 1997.
Directors who are full-time employees receive no compensation for their
services as directors; with the exception of Messrs. Eichberg and Schellmann,
all of the Company's directors are full-time employees.
Messrs. Eichberg and Schellmann, the outside directors of the Company, are
being compensated for their services as follows. As of the date of joining the
board of directors, both outside directors received 10,000 warrants with a
five-year term exercisable at $0.938 per share. They receive $500 per Board or
committee meeting attended and the Company will pay for reasonable expenses
incurred in conjunction with those meetings. In addition, the outside directors
receive $500 per gaming application filed with gaming regulators to compensate
them for their time spent.
8
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than 10%
of its outstanding common stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during the fiscal year ended December 31, 1997, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
stockholders were complied with in a timely manner.
PROPOSAL I
ELECTION OF DIRECTORS
In the 1994 annual meeting, the stockholders approved a proposal to divide
the Board into three classes as nearly equal in number as possible. Two Class I
directors were elected for an initial one-year term expiring at the 1995 Annual
Meeting of Stockholders. One of the Class I directors has since resigned, and
the size of the Board was reduced from five to four members. Two Class II
directors, Messrs. Forbes and Hoetzinger, were elected for an initial two-year
term expiring at the 1996 Annual Meeting of Stockholders. One Class III
director, Mr. Haitzmann, was elected for an initial three-year term expiring at
the 1997 Annual Meeting of Stockholders. Beginning with the 1995 annual meeting,
each director who is elected at an Annual Meeting will be elected for a
three-year term expiring at the third Annual Meeting of Stockholders after such
director's election. Accordingly, under most circumstances, directors of one
Class only are elected at each year's Annual Meeting of Stockholders. On January
1, 1998, the Board of Directors was expanded to add two independent directors,
Robert Eichberg and Gottfried Schellmann. Because the Certificate of
Incorporation of the Company provides that the three classes of directors shall
be as equal in numbers as possible, Mr. Eichberg was appointed as a Class I
director and Mr. Schellmann was appointed as a Class III director. At the
present time, all three classes of directors are equal in number. If elected,
all nominees are expected to serve until the expiration of their respective
terms and until their successors are duly elected and qualified.
At the Meeting, two Class I and one Class III directors will be elected.
The proxies named on the enclosed proxy intend to vote for the election of the
nominees for Class I directors, Norbert Teufelberger and Robert S. Eichberg, and
for the nominee for Class III director, Gottfried Schellmann. Proxies cannot be
voted for a greater number of directors than the number nominated.
Norbert Teufelberger, a nominee for a Class I director, is presently a
member of the Board of Directors, having been appointed in connection with the
March 31, 1994 business combination. Mr. Teufelberger also serves on the
Company's Audit Committee. He has indicated a willingness to serve; however, in
the event he should become unable to serve as a director, the proxy will be
voted in accordance with the best judgment of the persons acting under the
proxy.
Robert S. Eichberg, a nominee for a Class I director, was appointed to the
Board on January 1, 1998, as an independent director and serves on the Company's
Audit Committee. He has indicated a willingness to serve; however, in the event
he should become unable to serve as a director, the proxy will be voted in
accordance with the best judgment of the persons acting under the proxy.
9
<PAGE>
Gottfried Schellmann, a nominee for a Class III director, was appointed to
the Board on January 1, 1998, as an independent director and serves on the
Company's Audit Committee. He has indicated a willingness to serve; however, in
the event he should become unable to serve as a director, the proxy will be
voted in accordance with the best judgment of the persons acting under the
proxy.
The information concerning Mr. Teufelberger, Mr. Eichberg and Mr.
Schellmann, the nominees for the Class I and Class III directors, is set forth
above under "Information Concerning Directors and Executive Officers."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
Certain Information Regarding the Board of Directors
During 1997, there were no formal meetings of the Board of Directors.
However, all directors were also full-time employees of the Company, and on
several occasions during the year, the members of the Board of Directors
executed unanimous written consents in lieu of meetings. On January 1, 1998, the
Board of Directors established an Audit Committee comprising Messrs.
Teufelberger, Eichberg and Schellmann. The Audit Committee assesses the
Company's system of internal controls and assists in considering the
recommendations and performance of the Company's independent accountants. The
Board of Directors does not have separate Compensation or Nominating Committees.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP is the Company's independent public accounting firm.
Deloitte & Touche LLP is expected to be the Company's independent auditor for
1998. A representative of Deloitte & Touche LLP is expected to be present at the
Meeting to be available to respond to questions.
STOCKHOLDER PROPOSALS
Any appropriate proposal submitted by a stockholder of the Company and
intended to be presented at the 1999 annual meeting of stockholders must be
received by the Company by November 1, 1998, to be included in the Company's
proxy statement and related proxy for such annual meeting. Such proposals should
be directed to the Secretary of the Company.
OTHER MATTERS
The Company knows of no other matters to be brought before the Meeting, but
if other matters come before the Meeting, it is the intention of the persons
named in the solicited proxy to vote such proxy in accordance with their
judgment.
No compensation will be paid to any person in connection with solicitation
of proxies. Brokers, banks, etc., will be reimbursed for out-of-pocket and
reasonable clerical expenses incurred in obtaining instructions from beneficial
owners of the Company's common stock. Special solicitation of proxies may in
certain instances be made personally or by telephone by officers and employees
of the Company and by employees of certain banking and brokerage houses. All
expenses, estimated to be normal in connection with this solicitation, will be
borne by the Company. Votes will be counted manually. Abstentions will be noted,
and will be counted as present for purposes of a quorum. Broker non-votes will
not be counted for purposes of a quorum.
10
<PAGE>
ANNUAL REPORT ON FORM 10-KSB
A copy of the Annual Report on Form 10-KSB of the Company for the Year
Ended December 31, 1997, without exhibits, accompanies this Proxy Statement. No
such part of the Form 10-KSB is incorporated herein by reference and no part
thereof is to be considered proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
Cripple Creek, Colorado
April 29, 1998
11
<PAGE>
PROXY PROXY
CENTURY CASINOS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Century Casinos, Inc. acknowledges receipt
of the Notice of Annual Meeting of Stockholders, to be held on Friday, June 5,
1998, at 1625 Broadway, Suite 1600, Denver, Colorado, at 10:00 a.m. Mountain
Daylight Time, and hereby appoints Erwin Haitzmann or Norbert Teufelberger, or
either of them, each with the power of substitution, as attorneys and proxies to
vote all the shares of the undersigned at said Annual Meeting and at all
adjournments thereof, hereby ratifying and confirming all that said attorneys
and proxies may do or cause to be done by virtue hereof. The above-named
attorneys and proxies are instructed to vote all of the undersigned's shares as
follows:
(1 To elect two Class I and one Class III director to the Board of Directors:
Norbert Teufelberger (Class I) [ ] For [ ] Against [ ] Abstain
Robert S. Eichberg (Class I) [ ] For [ ] Against [ ] Abstain
Gottfried Schellmann (Class III) [ ] For [ ] Against [ ] Abstain
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting (Continued and to be
signed on reverse side)
---------------------- Change to other side -----------------------
(Continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
______________________________
| SPACE FOR ADDRESS | Dated this _____________day of
| | ________________________, 1997
| | Signature _____________________
| | Signature _____________________
| |
| | Please sign your name exactly as it
| | appears on your stock certificate.
| | If shares are held jointly, each holder
|______________________________| should sign. Executors, trustees, and
other fiduciaries should so indicate
when signing.
Please sign, date and return this proxy
Immediately.
Note: Securities dealers please state the number of
Shares voted by this proxy ____________.
12
