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 the Commission
|X| Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to
|_| Rule 14a-11(c) or Rule 14a-12
ParkerVision, Inc.
- -------------------------------------------------------------------------------
(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 0-11:1
(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:
-------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PARKERVISION, INC.
8493 Baymeadows Way
Jacksonville, Florida 32256
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1998
--------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ParkerVision, Inc. ("Company") will be held at the Adams Mark Hotel, 2117 Live
Oak Street, Dallas, Texas 75201 on June 12, 1998 at 9:00 a.m. local time, for
the following purposes:
1. To elect six directors to hold office until the Annual Meeting
of Shareholders in 1999 and until their respective successors
have been duly elected and qualified; and
2. To transact such other business as may properly come before
the meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on April 24, 1998 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT, WHICH CONTAINS
INFORMATION RELEVANT TO THE ACTIONS TO BE TAKEN AT THE MEETING. IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ADDRESSED, POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
May 1, 1998
<PAGE>
PARKERVISION, INC.
________________
PROXY STATEMENT
________________
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
ParkerVision, Inc. ("Company") to be used at the Annual Meeting of Shareholders
of the Company to be held at 9:00 a.m. local time, on June 12, 1998 and any
adjournment or adjournments thereof ("Annual Meeting"). The Annual Meeting will
be held at the Adams Mark Hotel, 2117 Live Oak Street, Dallas, Texas 75201. The
matters to be considered at the meeting are set forth in the attached Notice of
Meeting.
The Company's executive offices are located at 8493 Baymeadows Way,
Jacksonville, Florida 32256. This Proxy Statement and the enclosed form of proxy
are first being sent to shareholders on or about May 1, 1998.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on April 24,
1998 as the record date for determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting or any and all adjournments thereof. As of
April 24, 1998 the issued and outstanding voting securities of the Company were
11,376,320 shares of Common Stock, par value $.01 per share ("Common Stock"),
the holders of which are entitled to one vote for each share of Common Stock.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the
Board of Directors. The persons named in the proxy have been designated as
proxies by the Board of Directors. Any proxy given pursuant to such solicitation
and received in time for the meeting will be voted as specified in such proxy.
If no instructions are given, proxies will be voted "FOR" the election of the
nominees listed below under the caption "Election of Directors" and in the
discretion of the proxies named in the proxy with respect to any other matters
properly brought before the meeting and any adjournments thereof. Any proxy may
be revoked by written notice received by the Secretary of the Company at any
time prior to the voting thereof, by submitting a subsequent proxy or by
attending the Annual Meeting and voting in person. Attendance by a shareholder
at the Annual Meeting does not alone serve to revoke his or her proxy.
The presence, in person or by proxy, of a majority of the votes
entitled to be cast at the meeting will constitute a quorum at the meeting. A
proxy submitted by a stockholder may indicate that all or a portion of the
shares represented by such proxy are not being voted ("stockholder withholding")
with respect to a particular matter. Similarly, a broker may not be permitted to
vote stock ("broker nonvote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
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<PAGE>
either stockholder withholding or broker nonvote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
The Directors will be elected by a plurality of the votes cast at the
meeting. "Plurality" means that the nominees who receive the highest number of
votes will be elected as the directors of the Company. Consequently, any shares
not voted "FOR" a particular nominee (because of either stockholder withholding
or broker nonvote), will not be counted in such nominee's favor.
All other matters that may be brought before the stockholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
stockholder withholding or broker nonvote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report to Shareholders for the fiscal year ended
on or about December 31, 1997, which contains audited financial statements, is
being mailed with this Proxy Statement on May 1, 1998, to all persons who were
shareholders of record as of the close of business on April 24, 1998.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of April 24, 1998
with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of the Company's Common Stock, (ii) each director
of the Company, (iii) each executive officer whose compensation exceeded
$100,000 in 1997, and (iv) all directors and executive officers of the Company
as a group (based upon information furnished by such persons).
<TABLE>
<CAPTION>
Percent
Amount and Nature of
Name of Beneficial Owner of Beneficial Ownership Class(1)
- ------------------------ ----------------------- --------
<S> <C> <C>
Jeffrey Parker(2) 2,927,616(3)(4) 25.2%
J-Parker Family Limited Partnership(5) 2,645,402(4) 23.3%
Todd Parker(2) 1,072,483(6)(7) 9.4%
T-Parker Family Limited Partnership(5) 915,255(7) 8.1%
Stacie Parker Wilf(2) 1,077,811(8)(9) 9.4%
S-Parker-Wilf Family Limited Partnership(5) 961,811(9) 8.5%
William L. Sammons(10) 82,000(11) 0.7%
Arthur G. Yeager(12) 25,200(13) .2%
David F. Sorrells(2) 12,500(14) .1%
Walter Scheuer and certain other persons and entities 854,200(15) 7.5%
All directors and executive officers as a group (seven persons) 5,209,610(16) 44.0%
</TABLE>
- -----------------------------------------------
* Less than .1%.
(1) Percentage includes all outstanding shares plus, for each person or group,
any shares that person or group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256
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(3) Includes 235,000 shares issuable upon immediately exercisable options and
excludes 60,000 shares issuable upon options that may vest in the future.
(4) J-Parker Family Limited Partnership is the record owner of 2,645,402 shares
of Common Stock. Mr. Jeffrey Parker has sole voting and dispositive power
over the shares of Common Stock owned by the J-Parker Family Limited
Partnership, as a result of which Mr. Jeffrey Parker is deemed to be the
beneficial owner of such shares.
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 75,000 shares issuable upon immediately exercisable options.
(7) T-Parker Family Limited Partnership is the record owner of 915,255 shares
of Common Stock. Mr. Todd Parker has sole voting and dispositive power over
the shares of Common Stock owned by the T-Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) This includes 45,000 shares issuable upon immediately exercisable options
and 1,000 shares owned of record by Ms. Wilf's two children over which she
disclaims ownership.
(9) S-Parker Wilf Family Limited Partnership is the record owner of 961,811
shares of Common Stock. Ms. Wilf has sole voting and dispositive power over
the shares of Common Stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Wilf is deemed to be the beneficial
owner of such shares.
(10) Mr. Sammons' address is 231 Brattle Road, Syracuse, New York 13203.
(11) Includes 73,000 shares issuable upon immediately exercisable options.
(12) Mr. Yeager's address is 112 W. Adams Street, Suite 1305, Jacksonville,
Florida 32202.
(13) Includes 25,000 shares issuable upon immediately exercisable options.
(14) Includes 12,500 shares issuable upon immediately exercisable options and
excludes 279,100 shares issuable upon options that may vest in the future.
(15) Mr. Scheuer and thirty-two other persons and entities possess the
beneficial ownership as a group of 854,200 shares of Common Stock. Of these
shares, Mr. Walter Scheuer has sole voting and dispositive power over
90,000 shares of Common Stock and shares voting and dispositive power with
other members of the group over 764,200 shares of Common Stock,
representing 7.5% of the outstanding Common Stock. The other members of the
group have reported sole or shared voting and dispositive power over
varying amounts of the shares of Common Stock indicated in the table, but
none claims beneficial ownership of 5% or more of the Common Stock on an
individual basis.
(16) Includes 465,500 shares of Common Stock issuable upon immediately
exercisable options held by directors (see notes 3, 6, 8, 11, 13 and 14
above) and 11,000 shares of Common Stock issuable upon immediately
exercisable options held by an executive officer not included in the table
and excludes 339,100 shares of Common Stock issuable upon options that may
vest in the future held by directors (see notes 3 and 14 above) and 46,500
shares of Common Stock issuable upon options that may vest in the future
held by an executive officer not included in the table above.
ELECTION OF DIRECTORS
The persons listed below have been designated by the Board of Directors
as candidates for election as directors to serve until the next annual meeting
of shareholders or until their respective successors have been elected and
qualified. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of these candidates. In
case any of these nominees become unavailable for election to the Board of
Directors, an event which is not anticipated, the persons named as proxies, or
their substitutes, shall have full discretion and authority to vote or refrain
from voting for any other nominee in accordance with their judgment.
3
<PAGE>
<TABLE>
<CAPTION>
Name Age Director Since Position
- ------------ --- -------------- --------
<S> <C> <C> <C>
Jeffrey Parker 41 1989 Chairman of the Board, Chief Executive
Officer and President
Stacie Wilf 39 1989 Secretary, Treasurer and Director
David F. Sorrells 39 1997 Chief Technical Officer and Director
Todd Parker 33 1989 Director
William L. Sammons 77 1993 Director
Arthur G. Yeager 64 1995 Director
</TABLE>
Jeffrey Parker has been Chairman of the Board and Chief Executive
Officer of the Company since its inception in August 1989 and President of the
Company since April 1993. From March 1983 to August 1989, Mr. Parker served as
Executive Vice President and Sales Manager for Parker Electronics, Inc. ("Parker
Electronics"), a joint venture partner with Carrier Corporation performing
research development and marketing for the heating, ventilation and air
conditioning industry.
Stacie Wilf has been the Secretary and Treasurer and a director of
the Company since its inception. From January 1981 to August 1989, Ms. Wilf
served as the Controller and Chief Financial Officer of Parker Electronics.
David F. Sorrells has been the Chief Technical Officer of the Company
since September 1996 and has been a director of the Company since January 1997.
From June 1990 to September 1996, Mr. Sorrells served as Engineering Manager for
the Company.
Todd Parker has been a director of the Company since its inception and
was a Vice President of the Company from inception to June 1997. Mr. Parker
acted as a consultant to the Company from June 1997 through November 1997. From
January 1985 to August 1989, Mr. Parker served as General Manager of
Manufacturing for Parker Electronics.
William L. Sammons has been a director of the Company since October
1993. From 1981 to 1985, Mr. Sammons was President of the North American
Operations of Carrier Corporation until he retired.
Arthur G. Yeager has been a director of the Company since December 1995.
Mr. Yeager has been a sole practitioner of law specializing in patent, trademark
and copyright laws since 1960. He has an office located in Jacksonville,
Florida. Mr. Yeager provides legal services to the Company as its patent and
trademark attorney.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are brothers and
sister.
Board Meetings and Committees
During the fiscal year ended December 31, 1997, the Board of Directors
met six times and acted by unanimous consent one time, and all the directors
attended each of the meetings. The Board of Directors has two committees, the
Audit Committee and the Compensation Committee, the members of which are Arthur
G. Yeager and William Sammons, and Arthur G. Yeager, William Sammons and Todd
Parker, respectively. All the meetings of each committee were attended by all
members of the committee.
Executive Compensation
The following tables summarize the cash compensation paid by the
Company to each of the executive officers (including the Chief Executive
Officer) who were serving as executive officers at the end of the fiscal year
ended December 31, 1997, for services rendered in all capacities to the Company
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<PAGE>
and its subsidiariesduring the fiscal years ended December 31, 1997, 1996 and
1995, options granted to such executive officers during the fiscal year ended
December 31, 1997, and the value of all options granted to such executive
officers at the end of the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------
Name and Principal Fiscal Year Long Term Compensation
Position Ended 12/31 Annual Compensation Options/SARs (#)
- ----------------------- --------------- ------------------- -----------------------
<S> <C> <C> <C>
Jeffrey Parker 1997 161,500 112,500
Chairman, CEO and 1996 100,000 100,000
President 1995 148,000 20,000
Todd Parker 1997 111,000 42,500
Vice President 1996 75,000 0
1995 145,000 20,000
======================= ================ ===================== ======================
</TABLE>
The Company cannot determine, without unreasonable effort or expense,
the specific amount of certain personal benefits afforded to its employees, or
the extent to which benefits are personal rather than business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named in the preceding table, the lesser of $50,000 or 10% of the
compensation reported in the preceding table for such individual, or, in the
case of a group, the lesser of 50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------
Number of Securities % of Total Exercise
Underlying Options/SARs Granted or Base
Options/SARs to Employees in Price Expiration
Name Granted Fiscal Year ($/share) Date
- ---------------------------- --------------------- ------------------- ---------- ----------
<S> <C> <C> <C> <C>
Jeffrey Parker 100,000 8.4% 11.875 1/9/11
12,500 1.0% 11.875 1/9/07
Todd Parker 12,500 1.0% 11.875 1/9/07
30,000 2.5% 15.125 5/15/07
============================ ====================== ==================== =========== ============
</TABLE>
<TABLE>
<CAPTION>
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------------------
Number of Unexercised Options/SARs at Fiscal Value of Unexercised In-the-Money
Year End (#) Options/SARs at Fiscal Year End
---------------------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ---------------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Jeffrey Parker 202,500 80,000 $1,489,375 $500,000
Todd Parker 62,500 0 $373,125 $0
================= ====================== =================== ============= ============
</TABLE>
Compensation of Outside Directors
Directors who are not employees of the Company receive no compensation
for serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. Non-employee directors receive a fee of
$1,000 for each board meeting attended, as well as reimbursement of reasonable
expenses incurred in attending meetings.
5
<PAGE>
1993 Stock Option Plan
In September 1993, the Board of Directors approved the Company's 1993
Stock Plan (the "Stock Plan") pursuant to which an aggregate of 500,000 shares
of Common Stock were initially reserved for issuance in connection with the
benefits available for grant. The Stock Plan was amended on September 19, 1996
and August 22, 1997 by the Board of Directors to raise the number of shares of
Common Stock subject to the Stock Plan to 1,500,000 and 2,000,000, respectively.
The benefits may be granted in any one or in combination of the following: (i)
incentive stock options, (ii) non-qualified stock options, (iii) stock
appreciation rights, (iv) restricted stock awards, (v) stock bonuses, (vi) other
forms of stock benefit, or (vii) cash. Incentive stock options may only be
granted to employees of the Company. Other benefits may be granted to
consultants, directors (whether or not any such director is an employee),
employees and officers of the Company. To date, non-qualified options to
purchase an aggregate of 1,274,500 shares of Common Stock and incentive options
to purchase an aggregate of 282,275 shares of Common stock have been granted
under the Stock Plan.
Certain Relationships and Related Transactions
The Company leases its executive offices pursuant to a lease agreement
dated March 1, 1992 with Jeffrey Parker and Barbara Parker. Barbara Parker is
Mr. Parker's mother. The term of the lease expires in 2002 and is renewable for
two additional five-year terms. For the fiscal years ended December 31, 1997 and
1996, the Company incurred $174,465 and $106,500, respectively, in rental
expense under the lease. The Company believes that the terms of the lease are no
less favorable than could have been obtained from an unaffiliated third party.
The Company had a ten-year variable rate subordinated debenture for
$2,772,111, payable to Barbara Parker, with interest payments due quarterly
through June 30, 1996, followed by quarterly payments of principal and interest
through June 30, 2003. On December 29, 1995, the Company renegotiated the
variable interest rate with Barbara Parker and amended the subordinated
debenture to lower the interest rate from prime plus 2.5% to prime. This
amendment was retroactive to January 1, 1995. For the year ended December 31,
1996, the Company paid interest totaling $228,699 to Barbara Parker. On April
12, 1996, Barbara Parker converted the entire principal amount due under the
subordinated debenture into 277,211 shares of Common Stock based on the market
price at the time of conversion and the subordinated debenture was canceled.
Interest of $71,483 was paid by the Company to Barbara Parker during the period
January 1, 1996 to April 12, 1996.
The Company had a ten-year variable rate subordinated debenture for
$252,144 payable to Jeffrey Parker, with interest payments due quarterly through
June 30, 1996, followed by quarterly payments of principal and interest through
June 30, 2003. The Company had a second ten-year variable rate subordinated
debenture for $220,000 payable to Jeffrey Parker with interest payments due
quarterly through December 31, 1996, followed by quarterly payments of principal
and interest through December 31, 2003. On December 29, 1995, the Company
renegotiated the variable interest rate with Jeffrey Parker and amended the
subordinated debentures to lower the interest rate from prime plus 2.5% to
prime. This amendment was retroactive to January 1, 1995. For the year ended
December 31, 1996, the Company paid interest totaling $38,952 to Jeffrey Parker.
On April 12, 1996, Jeffrey Parker converted the entire principal amount due
under the two subordinated debentures into 47,214 shares of Common Stock based
on the market at the time of conversion and the subordinated debentures were
canceled. Interest of $12,179 was paid by the Company to Jeffrey Parker during
the period January 1, 1996 to April 12, 1996.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities ("ten
percent shareholders") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the National Association
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<PAGE>
of Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 1997, all filing requirements applicable to
its executive officers, directors and ten percent stockholders were fulfilled.
INDEPENDENT ACCOUNTANTS
The Company has selected Arthur Andersen LLP as its independent
accountants for the year ending December 31, 1998. A representative of Arthur
Andersen LLP is expected to be present at the meeting with an opportunity to
make a statement if he desires to do so and is expected to be available to
respond to appropriate questions.
SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company. In
addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company may also request brokers, dealers, banks
and their nominees to solicit proxies from their clients where appropriate, and
may reimburse them for reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual
meeting to be held in 1998 must be received at the Company's offices by January
1, 1999 for inclusion in the proxy materials relating to that meeting.
OTHER BUSINESS
Action may be taken on the business to be transacted at the meeting on
the date provided in the Notice of the Annual Meeting or any date or dates to
which an original or later adjournment of such meeting may be adjourned. As of
the date of this Proxy Statement, the management does not know of any other
matters to be presented at the meeting. If, however, other matters properly come
before the meeting, whether on the original date provided in the Notice of
Annual Meeting or any dates to which any original or later adjournment of such
meeting may be adjourned, it is intended that the holders of the proxy will vote
in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
May 1, 1998
7
<PAGE>
PARKERVISION, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on June 12, 1998
The undersigned Stockholder(s) of ParkerVision, Inc., a Florida
corporation ("Company"), hereby appoints P Jeffrey Parker and Stacie Wilf,
or either of them, with full power of substitution and to act without the
other, as the agents, attorneys and proxies of the undersigned, to vote the
P shares standing in the name of the undersigned at the Annual Meeting of
Stockholders of the Company to be held on June 12, 1998 and at all
adjournments thereof. This proxy will be voted in accordance with the
instructions given below. If no instructions are given, this proxy will be
voted FOR all of the following proposals.
R
1. Election of the following Directors:
O FOR all nominees listed below except WITHHOLD AUTHORITY to vote for all
as marked to the contrary below |_| nominees listed below |_|
X Jeffrey Parker, Stacie Wilf, David F. Sorrells, Todd Parker,
William L. Sammons and Arthur G. Yeager
Y INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.
-----------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
|_| I plan on attending the Annual Meeting.
Date: ___________________________, 1998
________________________________________
Signature
________________________________________
Signature if held jointly
Please sign exactly as name appears above. When shares are
held by joint tenants, both should sign. When signing as
attorney, 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.
<PAGE>
