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
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
KOALA CORPORATION
-----------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than 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:
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 No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(Koala Corporation Letterhead)
March 15, 1999
TO THE SHAREHOLDERS OF KOALA CORPORATION
You are cordially invited to attend the Annual Meeting of Shareholders
of Koala Corporation to be held on Wednesday, April 21, 1999, at 3:00 p.m. at
the Inverness Hotel, 200 Inverness Drive West, Englewood, Colorado. I encourage
you to attend. Whether or not you plan to attend the meeting, I urge you to
complete and sign the accompanying Proxy and return it in the enclosed envelope.
Also attached for your review are the formal Notice of Meeting and Proxy
Statement.
On behalf of your Board of Directors and employees, thank you for your
continued support of Koala Corporation.
Very truly yours,
Mark A. Betker,
Chairman and Chief Executive Officer
<PAGE>
KOALA CORPORATION
11600 East 53rd Avenue, Unit D
Denver, Colorado 80239
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 21, 1999
TO: The Shareholders of Koala Corporation:
The Annual Meeting of Shareholders of Koala Corporation (the "Company")
will be held on Wednesday, April 21, 1999 at 3:00 p.m. at the Inverness Hotel,
200 Inverness Drive West, Englewood, Colorado.
The items of business are:
1. To elect four directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected;
2. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31,
1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record as shown on the books of the Company at the
close of business of March 1, 1999 will be entitled to vote at the meeting and
any adjournment thereof.
This notice, the Proxy Statement and the enclosed Proxy are sent to you
by order of the Board of Directors.
Jeffrey L. Vigil,
Secretary
March 15, 1999
Denver, Colorado
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
<PAGE>
KOALA CORPORATION
11600 East 53rd Avenue, Unit D
Denver, Colorado 80239
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1999
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This Proxy Statement is furnished to the record holders of shares of
Common Stock of Koala Corporation, a Colorado corporation (the "Company"), as of
March 1, 1999, by order of the Board of Directors. This Proxy Statement is
furnished in connection with the Board of Directors' solicitation of the
enclosed Proxy for the Annual Meeting of Shareholders to be held on Wednesday,
April 21, 1999, at 3:00 p.m. at the Inverness Hotel, 200 Inverness Drive West,
Englewood, Colorado. A shareholder giving a Proxy may revoke it at any time
prior to the actual voting at the Annual Meeting of Shareholders by filing
written notice of revocation with the Secretary of the Company, by attending the
Annual Meeting of Shareholders and voting in person, or by filing a new Proxy
with the Secretary of the Company. The revocation of a Proxy will not affect any
vote taken prior to such revocation. This Proxy Statement is expected to be
first mailed to shareholders on or about March 22, 1999.
The Annual Meeting of Shareholders has been called for the purpose of
(i) electing four directors for a one-year term, and ( ii ) ratifying the
appointment of Ernst & Young LLP as independent auditors of the Company for the
fiscal year ending December 31, 1999. All properly executed proxies received at
or prior to the meeting will be voted at the meeting. If a shareholder directs
how a Proxy is to be voted with respect to the business coming before the
meeting, the Proxy will be voted in accordance with the shareholder's
directions. If a shareholder does not direct how a Proxy is to be voted, it will
be voted FOR electing management's nominees as members of the Company's Board of
Directors and FOR ratifying the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999.
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on March 1, 1999, the record date for the
Annual Meeting of Shareholders, there were 3,027,362 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on each matter
properly coming before the meeting. Cumulative voting for directors is not
permitted. A majority of the shares of Common Stock issued and outstanding must
be represented at the Annual Meeting, in person or by proxy, in order to
constitute a quorum. An abstention or withholding authority to vote will be
counted as present for determining whether the quorum requirement is satisfied.
With respect to the vote on any particular proposal, abstentions will be treated
as shares present and entitled to vote, and for purposes of determining the
outcome of the vote on any such proposal, shall have the same effect as a vote
against the proposal. A broker "non-vote" occurs when a nominee holding shares
for a beneficial holder does not have discretionary voting power and does not
receive voting instructions from the beneficial owner. Broker "non-votes" on a
particular proposal will not be treated as shares present and entitled to vote
on the proposal.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors recommends that the four nominees named below be
elected to serve as directors of the Company. Directors are elected to serve a
one-year term. Directors being elected at this Annual Meeting of Shareholders
will serve until the next Annual Meeting of Shareholders, or until their
successors have been duly elected and qualified. All nominees have consented to
serve if elected, but if any nominee becomes unable to serve, the persons named
as proxies may exercise their discretion to vote for a substitute nominee.
Assuming a quorum is present, the four nominees receiving the highest number of
votes cast will be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTING THE NOMINEES SET
FORTH BELOW FOR DIRECTOR.
Directors and Executive Officers
The following table lists the names, ages and positions of the
directors and executive officers of the Company as of March 15, 1999. The
members of the Board of Directors are elected to serve until the next Annual
Meeting of Shareholders. All executive officers have been appointed to serve
until their successors are elected and qualified. Additional information
regarding the business experience, length of time served in each capacity and
other matters relevant to each individual is set forth below the table.
Name Age Company Position Director/Officer Since
- ---- --- ---------------- ----------------------
Mark A. Betker 48 Chairman, Chief Executive 1995
Officer, and Director
Michael C. Franson 44 Director 1994
John T. Pfannenstein 42 Director 1993
Ellen S. Robinson 36 Director 1997
Jeffrey L. Vigil 45 Secretary, Treasurer and Vice President
of Finance and Administration 1996
James A. Zazenski 34 Executive Vice President and
General Manager 1997
Mark A. Betker has served as Chief Executive Officer, President and a
Director since joining the Company in November 1995, and as Chairman since
December 1996. From 1986 to 1995, Mr. Betker was executive vice president of
Windsor Industries Inc., a world-wide manufacturer of building maintenance
equipment. Mr. Betker received a M.B.A. degree from Regis University and a B.A.
degree from the University of Wisconsin.
Michael C. Franson is a Director of the Company. He is currently an
Executive Vice President and principal of The Wallach Company, Inc., an
investment banking firm located in Denver, Colorado where he has worked since
1988. Mr. Franson received a M.B.A. degree from the Graduate School of Business
at the University of Oregon and an undergraduate degree from California State
University at Chico.
John T. Pfannenstein is a Director of the Company. From 1993 to 1995, he
served as the Company's Chairman of the Board, and from 1993 to May 1996 he
served as the Company's Treasurer. Mr. Pfannenstein co-founded and serves as
President of Rockmont Capital Partners, Ltd., formerly Rockmont Value Investors,
Ltd. ("Rockmont"), a privately held investment company based in Denver,
Colorado. Mr. Pfannenstein received a bachelor's degree from St. John's
University (Minnesota).
2
<PAGE>
Ellen S. Robinson is a Director of the Company. Ms. Robinson served as
President of Ascent Sports, Inc. from June 1996 until July 1998, where she
oversaw the business operations of the Colorado Avalanche professional hockey
team and the Denver Nuggets professional basketball team. From 1988 to 1996, Ms.
Robinson was the vice president of customer development, general manager and
area marketing manager for the Pepsi Cola Bottling Company in Denver. Ms.
Robinson also serves as a director of a number of private non-profit businesses.
Ms. Robinson received a B.A. degree from the Wharton School of Business at the
University of Pennsylvania and a certificate in international business from the
University of Colorado.
Jeffrey L. Vigil has served as the Company's Treasurer and Vice President
of Finance and Administration since May 1996. Mr. Vigil was also appointed as
the Company's Secretary in 1998. From 1980 to 1989 and from 1993 to 1996, Mr.
Vigil held various positions at Energy Fuels Corporation, a privately owned
Colorado natural resources company, including Accounting Manager, Contract
Administrator, Controller and Vice President of Finance. From 1990 to 1993 Mr.
Vigil was a self-employed financial consultant. From 1976 until 1979, Mr. Vigil
served as an auditor with Arthur Anderson LLP. Mr. Vigil is a certified public
accountant and received a bachelor's degree in Accounting from the University of
Wyoming.
James A. Zazenski has served as the Company's Executive Vice President and
General Manager since June 1997. From 1984 to 1997, Mr. Zazenski held various
positions at Windsor Industries, Inc., the last of which was Vice President of
Marketing. Mr. Zazenski received an M.B.A. degree from University of Colorado at
Denver and a B.S. degree in Mechanical Engineering from the University of
Colorado at Denver.
Each director holds office until the next annual meeting of shareholders
and until his or her successor is duly elected and qualified. There are no
family relationships among directors or executive officers except that John T.
Pfannenstein and Jeffrey L. Vigil are brothers-in-law.
During the fiscal year ended December 31, 1998, the Board of Directors held
three regular meetings and one special meeting. All Directors attended at least
75% of such meetings.
Board Committees
The Board of Directors has an Audit Committee, which consists of Mr.
Franson, Mr. Pfannenstein and Ms. Robinson. The purpose of the Audit Committee
is to recommend the appointment of the independent auditors for the Company,
review the scope of the audit, examine the auditors' reports, make appropriate
recommendations to the Board of Directors as a result of such review and
examination, and make inquiries into the effectiveness of the financial and
accounting functions and controls of the Company. The Audit Committee held one
meeting during 1998. The Company has no nominating or compensation committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons holding 10% of the Company's Common
Stock to file reports with the Securities and Exchange Commission regarding
their ownership and regarding their acquisitions and dispositions of the
Company's Common Stock.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 1998, all filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the fiscal years
ended December 31, 1996, 1997 and 1998 for the Chief Executive Officer of the
Company and the executive officers who received compensation of $100,000 or more
during the year ended December 31, 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
--------------------------------------------------- ------------
Number of
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
------------------ ---- ------ ----- ------------ -------
($) ($) ($) (#)
<S> <C> <C> <C> <C> <C>
Mark A. Betker 1998 160,984 29,000 -- --
Chief Executive 1997 164,615 27,659 -- --
Officer 1996 175,000 27,850 -- (1) --
James A. Zazenski 1998 120,211 -- -- 50,000
ExecutiveVice President 1997 59,097 -- -- 10,000
& General Manager 1996 -- -- -- --
Jeffrey L. Vigil 1998 104,150 25,000 -- 50,000
Vice President 1997 101,423 3,000 -- 10,000
Finance & Administration 1996 53,846 -- -- --
- ----------------------
<FN>
(1) Does not include housing costs, temporary living expenses, nor certain
out-of-pocket travel expenses incurred by Mr. Betker related to travel
to and relocation in Denver.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Option Grants During Fiscal Year 1998
Individual Grants
Number of % of Total
Securities Options Granted to
Underlying Employees in Exercise or Base
Name Options Granted (#) Fiscal Year Price ($/Sh) Expiration Date
---- ------------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C>
Mark A. Betker - 0 - n/a n/a n/a
James A. Zazenski 50,000 38.5% $16.25 to $23.00 January 25, 2008
Jeffrey L. Vigil 50,000 38.5% $16.25 to $23.00 January 25, 2008
</TABLE>
4
<PAGE>
Aggregate Option Exercise in Fiscal 1998
and Fiscal Year-End Option Values
The following table summarizes the value of the unexercised options
held by the officers named in the summary compensation table as of December 31,
1998. There were no options exercised by any officers or directors of the
Company during 1998.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying The Unexercised "In-the-Money"
Name Options at 12/31/98 Options at 12/31/98(1)
---- ------------------- ----------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
($) ($)
<S> <C> <C> <C> <C>
Mark A. Betker 150,000 100,000 918,750 612,500
James A. Zazenski 2,000 58,000 4,750 43,750
Jeffrey L. Vigil 4,000 56,000 17,500 51,000
- --------------------------
<FN>
(1) "Value of Unexercised `In-the-Money' Options" is equal to the
difference between the closing bid price per share of the Company's
Common Stock as reported by Nasdaq on December 31, 1998, the last day
of trading in 1998 ($17.375 per share) and the option exercise price,
multiplied by the number of shares subject to such options.
</FN>
</TABLE>
Compensation of Directors
The Company does not pay employees or affiliates additional
compensation for services as a director. The Company pays each non-employee,
unaffiliated director an annual retainer of $5,000 and a fee of $1,000 per
meeting attended. The Board of Directors has also authorized payment of
reasonable travel and out-of-pocket expenses incurred by directors in attending
board meetings.
The Company's directors who are not employees of the Company are
eligible to be granted non-qualified stock options. The Company's directors who
are also employees of the Company are eligible to be granted incentive stock
options. During the fiscal year ended December 31, 1998, the Company granted
1,000 options to Mr. Franson and 1,000 options to Ms. Robinson.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 15, 1999, the number of
shares of Common Stock beneficially owned by each person known by the Company to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, by each director of the Company, by each executive officer, and by all
executive officers and directors of the Company as a group. Where the persons
listed have the right to acquire additional shares of Common Stock through the
exercise of options or warrants within sixty days of March 15, 1999, such
additional shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares owned by such person, but are not deemed to be
outstanding for the purpose of computing the percentage ownership interest of
any other person. Unless otherwise indicated, each of the following persons has
sole voting and investment power with respect to the shares of Common Stock set
forth opposite their respective names.
5
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Beneficially Owned
Name and Address -----------------------------------
of Beneficial Shares Percent
- --------------------------------- ----------- ----------
<S> <C> <C>
Rockmont Capital Limited 153,000 5.1%
Liability Company (1)
700 Broadway, Suite 800
Denver, Colorado 80203
John T. Pfannenstein 148,040 4.9
700 Broadway, Suite 800
Denver, Colorado 80203
Mark A. Betker (2) 156,000 4.9
11600 E. 53rd Ave., Unit D
Denver Colorado 80239
Jeffrey L. Vigil (3) 14,000 *
11600 E. 53rd Ave., Unit D
Denver Colorado 80239
Michael C. Franson (4) 3,000 *
1401 17th Street, Suite 750
Denver, Colorado 80202
Ellen S. Robinson (4) 2,000 *
1635 Clay Street
Denver, CO 80204
James A. Zazenski (5) 12,000 *
11600 E. 53rd Ave., Unit D
Denver, CO 80239
All directors and officers as a
Group (6 persons) (6) 335,040 10.4
- ----------------------
*Less than one percent.
<FN>
(1) Rockmont is the owner of 153,000 shares of the Company's Common Stock.
John T. Pfannenstein, who is a Director of the Company, owns a 17.5
percent membership interest in and is the Manager of Rockmont. Of such
153,000 shares, John T. Pfannenstein owns 148,040 and Robert D. Scott
owns 4,960 shares.
(2) Includes options to acquire an aggregate of 150,000 shares of Common
Stock at exercise prices ranging from $9.25 to $13.25 per share.
(3) Consists of options to acquire 14,000 shares of Common Stock at
exercise prices ranging from $13.00 to $23.00 per share.
(4) Includes options to acquire 2,000 shares of common stock at exercise
prices ranging from $13.00 to $16.00 per share.
(5) Consists of options to acquire 12,000 shares of Common Stock at
exercise prices ranging from $15.00 to $23.00 per share.
(6) Includes options to acquire 180,000 shares of Common Stock.
</FN>
</TABLE>
6
<PAGE>
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999 and to perform
other accounting services. Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting of Shareholders, with the opportunity to make a
statement if they so desire and to respond to appropriate shareholder questions.
The firm of Blanski Peter Kronlage & Zoch, P.C. acted as the Company's
independent auditors for the fiscal year ended December 31, 1996. In April 1997,
the Company's Board of Directors retained Ernst & Young LLP as the Company's
independent public auditors and replaced the Company's former auditors, Blanski
Peter Kronlage & Zoch, P.C. There were no disagreements with the former auditors
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure with respect to the Company's
financial statements for the fiscal year ended December 31, 1996 or up through
the time of replacement which, if not resolved to the former auditors'
satisfaction, would have caused them to make reference to the subject matter of
the disagreement in connection with their report. Prior to retaining Ernst &
Young LLP, the Company had not consulted with Ernst & Young LLP regarding
accounting principles.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or by proxy at the annual meeting and
entitled to vote is required to ratify the appointment of Ernst & Young LLP as
the Company's independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals by Shareholders of the Company to be presented at the next
Annual Meeting of Shareholders must be received by the Company on or before
November 22, 1999 to be included in the Company's Proxy Statement and proxy for
that meeting. The proponent must be a record or beneficial owner entitled to
vote on his or her proposal at the next Annual Meeting and must continue to own
such security entitling him or her to vote through that date on which the
Meeting is held. The proponent must own 1% or more of the outstanding shares, or
$1,000 in market value, of the Company's Common Stock and must have owned such
shares for one year in order to present a shareholder proposal to the Company.
ANNUAL REPORT
The Annual Report concerning the operations of the Company during the
fiscal year ended December 31, 1998, including certified financial statements
for the year then ended, is being mailed to each Shareholder of the Company with
this Notice of Annual Meeting. Additional copies of the Annual Report may be
obtained upon written request to the Company, at 11600 East 53rd Avenue, Unit D,
Denver, Colorado 80239.
OTHER PROPOSALS
The Board of Directors of the Company does not intend to present any
business at the meeting other than the matters specifically set forth in this
Proxy Statement and knows of no other business to come before the meeting.
COSTS AND METHOD OF SOLICITATION
Solicitation of proxies will be made by preparing and mailing the
Notice of Annual Meeting, Proxy and Proxy Statement to shareholders of record as
of the close of business on March 1, 1999. The cost of making the solicitation
includes the cost of preparing and mailing the Notice of Annual Meeting, Proxy
and Proxy Statement, and the payment of charges incurred by brokerage houses and
other custodians, nominees and fiduciaries for forwarding documents to
shareholders. The Company will bear all expenses incurred in connection with the
solicitation of proxies for the annual meeting.
It is important that your shares are represented and voted at the
meeting, whether or not you plan to attend. Accordingly, we respectfully request
that you sign, date and mail your Proxy in the enclosed envelope as promptly as
possible.
BY ORDER OF THE BOARD OF DIRECTORS
Jeffrey L. Vigil,
Secretary
March 15, 1999
<PAGE>
APPENDIX 1
PROXY KOALA CORPORATION PROXY
PROXY SOLICITED BY MANAGEMENT OF THE COMPANY
The undersigned shareholder of Koala Corporation, a Colorado corporation (the
"Company"), hereby appoints Mark A. Betker or Jeffrey L. Vigil as nominee of the
undersigned to attend, vote and act for and in the name of the undersigned at
the Annual Meeting of the Shareholders of the Company (the "Meeting") to be held
at the Inverness Hotel, 200 Inverness Drive West, Englewood, Colorado, on
Wednesday, April 21, 1999, at 3:00 p.m. (local time), and at every adjournment
thereof, and the undersigned hereby revokes any former proxy given to attend and
vote at the Meeting.
THE NOMINEE IS HEREBY INSTRUCTED TO VOTE AS FOLLOWS WITH RESPECT TO THE
FOLLOWING MATTERS:
1. FOR [ ] All Nominees as Directors -
Mark A. Betker, Michael C. Franson, John T.Pfannenstein, and Ellen S. Robinson.
WITHHELD [ ] From All Nominees.
FOR [ ] All Nominees Except the Following: ___________________________.
2. FOR [ ] To appoint Ernst & Young LLP as independent auditors of the Company.
THIS PROXY WILL BE VOTED FOR OR AGAINST OR WITHHELD OR ABSTAINED IN RESPECT OF
THE MATTERS LISTED IN ACCORDANCE WITH THE CHOICE, IF ANY, INDICATED IN THE SPACE
PROVIDED. IF NO CHOICE IS INDICATED, THE PROXY WILL BE VOTED FOR SUCH MATTER. IF
ANY AMENDMENTS OR VARIATIONS ARE TO BE VOTED ON, OR ANY FURTHER MATTERS COME
BEFORE THE MEETING, THIS PROXY WILL BE VOTED ACCORDING TO THE BEST JUDGMENT OF
THE PERSON VOTING THE PROXY AT THE MEETING. THIS FORM SHOULD BE READ IN
CONJUNCTION WITH THE ACCOMPANYING NOTICE OF MEETING AND PROXY STATEMENT.
<PAGE>
1. Please date and sign (exactly as the shares represented by this Proxy are
registered) and return promptly. Where the instrument is signed by a
corporation, its corporate seal must be affixed and execution must be made by an
officer or attorney thereof duly authorized. If no date is stated by the
Shareholder, the Proxy is deemed to bear the date upon which it was mailed by
management to the Shareholder.
2. To be valid, this Proxy form, duly signed and dated, must arrive at the
office of the Company's transfer agent, American Securities Transfer & Trust,
Inc., P.O. Box 1596, Denver, Colorado 80201-1596 not less than forty-eight (48)
hours (excluding Saturdays, Sundays and holidays) before the day of the Meeting
or any adjournment thereof.
DATED this _________ day of _________ , 1999.
___________________________________________
Signature of Shareholder
___________________________________________
(Please print name of Shareholder)
