<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant X
----------
Filed by a Party other than Registrant
-------
Check the Appropriate box:
<TABLE>
<S> <C> <C> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
</TABLE>
EFTC 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)(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> 2
EFTC CORPORATION
9351 GRANT STREET, SIXTH FLOOR
DENVER, COLORADO 80229
SUPPLEMENTAL NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 4, 1998
You are cordially invited to attend the annual meeting of shareholders
(the "Meeting") of EFTC Corporation (the "Company"), which will be held at the
Company's headquarters, 9351 Grant Street, Sixth Floor, Denver, Colorado 80229
on June 4,1998 at 9:00 a.m., local time, for the following purposes:
1. To elect three Class I directors to serve until the 2001 annual
meeting of shareholders, to elect two Class II directors to serve
until the 1999 annual meeting of shareholders and to elect one Class
III director to serve until the 2000 annual meeting of shareholders;
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the Company for the fiscal year ending December 31, 1998;
and
3. To approve an amendment to the Company's Equity Incentive Plan (the
"Employee Plan") to increase the number of shares of the Company's
Common Stock reserved for issuance thereunder from 1,995,000 to
4,495,000 (the "Employee Plan Amendment");
4. To transact such other business as may properly come before the
Meeting.
Shareholders of record at the close of business on April 13,1998 (the
"Record Date") are entitled to vote at the meeting or any postponements or
adjournments thereof. A list of such shareholders will be available for
examination by any shareholder for any purposes germane to the meeting, during
normal business hours, at the principal office of the Company, 9351 Grant
Street, Sixth Floor, Denver, Colorado 80229, for a period of ten days prior to
the meeting.
The Company has previously mailed to its shareholders of record as of
the Record Date the Company's proxy Statement, dated April 21, 1998, relating
to the Meeting (the "Proxy Statement"). Subsequent to the mailing date of the
Proxy Statement, the Company's Board of Directors determined that it is in the
best interests of the Company to amend the Employee Plan to increase the number
of shares of the Company's Common Stock reserved for issuance thereunder from
1,995,000 to 4,495,000. Accordingly, the Company is providing the enclosed
Proxy Statement Supplement, which describes the Employee Plan Amendment and the
material terms of the Employee Plan. Please review carefully the information
set forth in the Proxy Statement Supplement, which should be read in
conjunction with the Proxy Statement.
Whether or not you intend to be present at the meeting in person, and
even if you have already returned the proxy card provided with the Proxy
Statement, we urge you to please mark, date and sign the enclosed BLUE proxy
card and return it in the envelope provided for that purpose, which does not
require postage if mailed in the United States.
/s/ August P. Bruehlman
-----------------------------------
August P. Bruehlman
Secretary
Denver, Colorado
April 29, 1998
EVEN IF YOU HAVE ALREADY RETURNED THE PROXY CARD
PROVIDED WITH THE PROXY STATEMENT,
YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED BLUE PROXY CARD
AND RETURN IT PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
<PAGE> 3
IMPORTANT--YOUR PROXY IS ENCLOSED
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE SIZE OF YOUR HOLDINGS. WHETHER OR NOT YOU INTEND TO BE
PRESENT AT THE MEETING IN PERSON AND EVEN IF YOU HAVE ALREADY RETURNED THE
PROXY CARD PROVIDED WITH THE PROXY STATEMENT , WE URGE YOU TO MARK, SIGN, DATE
AND MAIL THE ENCLOSED BLUE PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED
FOR THAT PURPOSE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE BY PROXY OR YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.
<PAGE> 4
EFTC CORPORATION
_________________
PROXY STATEMENT SUPPLEMENT
_________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 4, 1998
_________________
This Proxy Statement Supplement is furnished in connection with the
solicitation by the Board of Directors of EFTC Corporation, a Colorado
corporation (the "Company" or "EFTC"), of proxies for use at the annual meeting
of shareholders of the Company (the "Meeting") to be held at the EFTC Corporate
Headquarters, 9351 Grant Street, Sixth Floor, Denver, Colorado 80229 at 9:00
a.m., local time, on June 4, 1998, and at any postponement or adjournment
thereof.
This Proxy Statement Supplement amends and supplements, and should be
read in conjunction with, the Company's Proxy Statement, dated April 21, 1998
relating to the Meeting (the "Proxy Statement"). An additional copy of the
Proxy Statement will be provided free of charge to any shareholder upon request
addressed to the Secretary of the Company at its executive offices. The
Company's executive offices are located at 9351 Grant Street, Sixth Floor,
Denver, Colorado 80229 (telephone (303) 451-8200). This Proxy Statement
Supplement and the accompanying form of proxy are being first mailed to
shareholders on or about April 29, 1998.
SHARES OUTSTANDING AND VOTING RIGHTS
The Company's Board of Directors has fixed the close of business on
April 13, 1998 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Meeting. The only
outstanding voting stock of the Company is its Common Stock, $.01 par value per
share (the "Common Stock"), of which 13,649,676 shares were outstanding as of
the close of business on the Record Date. Each share of outstanding Common
Stock is entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum. With respect to election of directors,
shareholders of the Company may vote in favor of the nominees, may withhold
their vote for the nominees, or may withhold their vote as to specific
nominees. Directors will be elected by a plurality of the votes of the holders
of shares present in person or by proxy at the Meeting. A vote withheld for a
nominee in the election of directors will be excluded entirely from the vote
and will have no effect.
Shareholders of the Company may vote in favor of or against the
proposal to ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors and the proposal to amend the Company's Equity Incentive
Plan (the "Employee Plan") to increase the number of shares of the Company's
Common Stock reserved for issuance thereunder from 1,995,000 to 4,495,000 (the
"Employee Plan Amendment"). The affirmative vote of the majority of the shares
of Common Stock represented at the Meeting will be required to ratify or
approve a proposal. A proxy submitted by a shareholder may indicate that all
or a portion of the shares represented by such proxy are not being voted by
such shareholder with respect to a particular matter. This could occur, for
example, when a broker is not permitted to vote shares held in street name on
certain matters in the absence of instructions from the beneficial owner of the
shares. The shares subject to any such proxy that are not being voted with
respect to a particular proposal may be considered present and entitled to vote
for other purposes and will count for purposes of determining the presence of a
quorum. (Shares not being voted as to a particular matter, and directions to
"withhold authority" to vote for directors, will be
<PAGE> 5
considered as abstentions.) As a result, an abstention or broker non-vote will
have no effect with respect to the election of directors, but will have the
same effect as a vote against any other proposal.
Votes cast in person or by proxy at the Meeting will be tabulated by
the election inspectors appointed for the Meeting. The Company's transfer
agent, American Securities Transfer & Trust, Inc., will act as inspector of
election for the Meeting.
Proxies properly executed and returned in a timely manner will be
voted at the Meeting in accordance with the directions noted thereon. Any
shareholder giving a proxy has the power to revoke it any time before it is
voted, either by delivering to the Secretary of the Company a signed notice of
revocation or a later dated signed proxy or by attending the Meeting and voting
in person. Attendance at the Meeting will not in itself constitute the
revocation of a proxy. Any written notice of revocation or subsequent proxy
should be sent so as to be delivered to the Company, Attention: Secretary, or
hand delivered to the Secretary of the Company at the address of the Company's
executive offices, at or before the vote to be taken at the Meeting.
If no specific instructions are given with respect to the matters to
be acted upon at the Meeting, shares of Common Stock represented by a properly
executed BLUE proxy will be voted FOR (1) the election of all six nominees
listed under the caption "Election of Directors" in the Proxy Statement, (2)
the ratification of the appointment of KPMG Peat Marwick LLP to serve as
independent auditors for the Company for the year ending December 31, 1998 as
described in the Proxy Statement, and (3) the Employee Plan Amendment, as
described herein. If no specific instructions are given with respect to the
matters to be acted upon at the Meeting, any properly executed proxy that was
provided initially with the Proxy Statement that is not superseded by a
properly executed BLUE proxy will be voted FOR (1) the election of all six
nominees listed under the caption "Election of Directors" in the Proxy
Statement, and (2) the ratification of the appointment of KPMG Peat Marwick LLP
to serve as independent auditors for the Company for the year ending December
31, 1998 as described in the Proxy Statement, and will be counted as non-votes
or abstentions with respect to the Employee Plan Amendment. Consequently, it
is important that you date, sign and return the enclosed BLUE proxy in the
enclosed envelope even if you have previously returned the proxy that was
provided initially with the Proxy Statement.
The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram or by personal interviews.
Brokerage houses, nominees, fiduciaries and other custodians will be requested
to forward soliciting material to the beneficial owners of shares held of
record by them and will be reimbursed for their reasonable expenses.
2
<PAGE> 6
DESCRIPTION OF THE EMPLOYEE PLAN AMENDMENT
The Board of Directors of the Company has adopted an amendment to the
Company's Equity Incentive Plan (the "Employee Plan") to increase the number of
shares of Common Stock reserved for issuance under the Employee Plan from
1,995,000 to 4,495,000. Adoption of the amendment also requires the approval
of the Company's shareholders.
REASONS FOR THE PROPOSED AMENDMENT
Of the 1,995,000 shares of Common Stock currently subject to the
Employee Plan, as of April 13, 1998, 364,550 shares remained available for use
in future grants. The Board believes that it is in the best interests of the
Company to increase the number of shares available for awards under the
Employee Plan in order to take into account the addition of key employees as a
result of the Company's recent growth and to further facilitate the achievement
of the goals of the Employee Plan by providing additional shares for grants to
induce new key employees to join the Company, for grants to additional existing
key employees not previously participating in the Employee Plan or for
additional grants to existing key employees who currently participate in the
Employee Plan.
The Board believes that the 364,550 shares of Common Stock available
for further grants under the Employee Plan and the additional 2,500,000 shares
of Common Stock that would be reserved upon adoption of the proposed amendment
to the Employee Plan are reasonable to achieve the goals of the Employee Plan
in light of the approximately 19.5 million shares of Common Stock that would be
issued and outstanding on a fully diluted basis after adoption of the Employee
Plan Amendment (assuming all outstanding options and all options available for
issuance were exercised for Common Stock).
The benefits or amounts that will be received by executive officers
and employees under the Employee Plan are not determinable. The Company
granted options to purchase 1,465,500 of Common Stock under the Employee Plan
in 1997.
DESCRIPTION OF THE EMPLOYEE PLAN
The Employee Plan provides for the grant of non-qualified stock
options, incentive stock options, stock appreciation rights, restricted stock,
stock units and other stock grants to key employees of the Company. Currently
a maximum of 1,995,000 shares of Common Stock may be subject to awards under
the Employee Plan; however, the Employee Plan Amendment would raise that number
to 4,495,000. The number of shares is subject to adjustment on account of
stock splits, stock dividends and other dilutive changes in the Common Stock.
Shares of Common Stock covered by unexercised non-qualified or incentive stock
options that expire, terminate or are canceled, together with shares of common
stock that are surrendered upon exercise of stock appreciation rights,
forfeited pursuant to a restricted stock grant or that are used to pay
withholding taxes or the option exercise price, are available for option or
grant under the Employee Plan.
Participation. The Employee Plan provides that awards may be made to
employees of the Company who are responsible for the Company's growth and
profitability. The Company currently considers all employees to be eligible
for grant of awards under the Employee Plan. As of April 24, 1998, the Company
had 1,652 employees. Directors who are not employees are not eligible to
participate in the Employee Plan.
Administration. The Employee Plan is administered by the Company's
Compensation Committee (the "Committee"). The Committee must be structured at
all times so that it satisfies the "non-employee director" requirement of Rule
16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") and the
similar requirement of Section 162(m) of the Internal Revenue Code of 1986, as
amended. The Committee has the sole discretion to determine
3
<PAGE> 7
the employees to whom awards may be granted under the Employee Plan and the
manner in which such awards will vest. Options, stock appreciation rights,
restricted stock and stock units are granted by the Committee to employees in
such numbers and at such times during the term of the Employee Plan as the
Committee shall determine, except that the maximum number of shares subject to
one or more options that can be granted during the term of the Employee Plan to
any employee is 300,000 shares of Common Stock. In granting options, stock
appreciation rights, restricted stock and stock units, the Committee will take
into account such factors as it may deem relevant in order to accomplish the
Employee Plan's purposes, including one or more of the following: the extent to
which performance goals have been met, the duties of the respective employees
and their present and potential contributions to the Company's success.
Exercise. The Committee determines the exercise price for each
option; however, options must have an exercise price that is at least equal to
the fair market value of the Common Stock on the date the option is granted (at
least equal to 110% of fair market value in the case of an incentive stock
option granted to an employee who owns Common Stock having more than 10% of the
voting power of all of the Common Stock). An option holder may exercise an
option by written notice and payment of the exercise price in (i) cash or
certified funds, (ii) by the surrender of a number of shares of Common Stock
already owned by the option holder for at least six months with a fair market
value equal to the exercise price, or (iii) through a broker's transaction by
directing the broker to sell all or a portion of the Common Stock to pay the
exercise price or make a loan to the option holder to permit the option holder
to pay the exercise price. Option holders who are subject to the withholding
of federal and state income tax as a result of exercising an option may satisfy
the income tax withholding obligation through the withholding of a portion of
the Common Stock to be received upon exercise of the option. Options, stock
appreciation rights, stock units and restricted stock awards granted under the
Employee Plan are not transferable other than by will or by the laws of descent
and distribution.
Change in Control. All awards granted under the Employee Plan shall
immediately vest upon any "change in control" of the Company. A "change in
control" occurs if (i) 30% or more of the Company's voting stock is acquired by
persons or entities without the approval of a majority of the Board unrelated
to the acquiror or (ii) individuals who were members of the Board at the
beginning of a 24-month period cease to make up at least two-thirds of the
Board at any time during that period, unless the election of the new members
was approved by a majority of the Board in office immediately prior to the
24-month period and of approved new members.
Amendment and Termination. The Board may amend the Employee Plan in
any respect at any time provided shareholder approval is obtained when
necessary or desirable, but no amendment can impair any option, stock
appreciation rights, awards or units previously granted or deprive an option
holder, without his or her consent, of any Common Stock previously acquired.
The Employee Plan will terminate on December 21, 2003 unless sooner terminated
by the Board.
Merger and Reorganization. Upon the occurrence of (i) the merger or
consolidation of the Company (other than a merger or consolidation in which the
Company is the continuing company and that does not result in any change in the
outstanding shares of Common Stock), (ii) the sale of all or substantially all
of the assets of the Company (other than a sale in which the Company continues
as a holding company of an entity that conducts the business formerly conducted
by the Company), or (iii) the dissolution or liquidation of the Company, all
outstanding options will terminate automatically when the event occurs if the
Company gives the option holders 30 days prior written notice of the event.
Notice is not required for a merger or consolidation or for a sale if the
Company, the successor, or the purchaser makes adequate provision for the
assumption of the outstanding options or the substitution of new options on
terms comparable to the outstanding options. When the notice is given, all
outstanding options fully vest and can be exercised prior to the event.
Federal Income Tax Consequences of Exercise of Options Under the
Employee Plan. When a non-qualified stock option is granted, there are no
income tax consequences for the option holder or the Company. When a
non-qualified stock option is exercised, in general, the option holder
recognizes compensation equal to the excess of the fair market value of the
Common Stock on the date of exercise over the exercise price. If, however, the
sale of the Common Stock at a profit would subject the option holder to
liability under Section 16(b) of the Exchange Act ("Section 16(b)"), the option
holder will recognize compensation income equal to the excess of (i) the fair
market value of the Common Stock on the earlier of the date that is six months
after the date of exercise or the date the option holder can sell the
4
<PAGE> 8
Common Stock without Section 16(b) liability over (ii) the exercise price. The
option holder can make an election under section 83(b) of the Code to measure
the compensation as of the date the non-qualified option is exercised. The
compensation recognized by an employee is subject to income tax withholding.
The Company is entitled to a deduction equal to the compensation recognized by
the option holder for the Company's taxable year that ends with or within the
taxable year in which the option holder recognized the compensation, assuming
the compensation amounts satisfy the ordinary and necessary and reasonable
compensation requirements for deductibility, as well as the requirements of
Section 162(m) of the Code.
When an incentive stock option is granted, there are no income tax
consequences for the option holder or the Company. When an incentive option is
exercised, the option holder does not recognize income and the Company does not
receive a deduction. The option holder, however, must treat the excess of the
fair market value of the Common Stock on the date of exercise over the exercise
price as an item of adjustment for purposes of the alternative minimum tax. If
the option holder makes a "disqualifying disposition" of the Common Stock
(described below) in the same taxable year the incentive stock option was
exercised, there are no alternative minimum tax consequences.
If the option holder disposes of the Common Stock after the option
holder has held the Common Stock for at least two years after the incentive
stock option was granted and one year after the incentive stock option was
exercised, the amount the option holder receives upon the disposition over the
exercise price is treated as capital gain for the option holder. The Company
is not entitled to a deduction. If the option holder makes a "disqualifying
disposition" of the Common Stock by disposing of the Common Stock before it has
been held for a least two years after the date the incentive option was granted
and one year after the date the incentive option was exercised, the option
holder recognizes compensation income equal to the excess of (i) the fair
market value of the Common Stock on the date the incentive option was exercised
or, if less, the amount received on the disposition over (ii) the exercise
price. At present, the Company is not required to withhold income or other
taxes. The Company is entitled to a deduction equal to the compensation
recognized by the option holder for the Company's taxable year that ends with
or within the taxable year in which the option holder recognized the
compensation, assuming the compensation amounts satisfy the ordinary and
necessary and reasonable compensation requirements for deductibility, as well
as the requirements of Section 162(m) of the Code.
Under Section 162(m) of the Code, the Company may be limited as to
Federal income tax deductions to the extent that total annual compensation in
excess of $1,000,000 is paid to the chief executive officer of the Company or
any one of the other four highest paid executive officers who are employed by
the Company on the last day of the taxable year. However, certain
"performance-based compensation", the material terms of which are disclosed to
and approved by the Company's shareholders, is not subject to this limitation
on deductibility. The Company has structured the stock option portion of the
Employee Plan with the intention that compensation resulting therefrom would be
qualified performance- based compensation and would be deductible without
regard to the limitations otherwise imposed by Section 162(m) of the Code. The
Employee Plan allows the Committee discretion to award restricted stock and
other stock-based awards that are intended to be qualified performance-based
compensation. Bonuses and other compensation payable in stock under the
Employee Plan are not intended to qualify as performance-based compensation.
The Employee Plan provides that option holders are responsible for
making appropriate arrangements with the Company to provide for any additional
withholding amounts. Furthermore, the Company shall have no obligation to
deliver shares of Common Stock upon the exercise of any options, stock
appreciation rights, awards or units under the Employee Plan until all
applicable federal, state and local income and other tax withholding
requirements have been satisfied.
VOTE REQUIRED
To be adopted, the Employee Plan Amendment must be approved by the
holders of a majority of the voting power of the outstanding shares of Common
Stock represented in person or by proxy and entitled to vote at the Meeting if
a quorum is present.
5
<PAGE> 9
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL AND ADOPTION OF THE EMPLOYEE PLAN AMENDMENT.
BY THE BOARD OF DIRECTORS
/s/ August P. Bruehlman
-----------------------------
August P. Bruehlman
Secretary
Denver, Colorado
April 29, 1998
6
<PAGE> 10
EFTC CORPORATION
9351 GRANT STREET, SUITE 600
DENVER, CO 80229
Proxy for Annual Meeting of Shareholders to be held on June 4, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jack Calderon and Stuart W. Fuhlendorf, or
either of them, with full power of substitution, as a proxy or proxies to
represent the undersigned at the Annual Meeting of Shareholders to be held on
June 4, 1998 or any adjournment thereof (the "Annual Meeting") and to vote
thereat, as designated below, all the shares of common stock of EFTC Corporation
held of record by the undersigned at the close of business on April 13, 1998,
with all the power that the undersigned would possess if personally present, in
accordance with the instructions noted hereon, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE
LISTED NOMINEES AND APPROVAL OF PROPOSAL 2 AND PROPOSAL 3. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS
RECOMMENDATIONS.
1. PROPOSAL TO ELECT THREE CLASS I DIRECTORS to serve until the 2001 annual
meeting of shareholders, TO ELECT TWO CLASS II DIRECTORS to serve until the
1999 annual meeting of shareholders and TO ELECT ONE CLASS III DIRECTOR to
serve until the 2000 annual meeting of shareholders. To withhold authority
for any individual, strike through his name below.
[ ] For all nominees listed (except as marked to the contrary
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
<TABLE>
<S> <C> <C>
Nominees: CLASS I DIRECTORS: Allen S. Braswell, Jr., James A. Doran and Richard L. Monfort
CLASS II DIRECTORS: Charles E. Hewitson and Robert K. McNamara
CLASS III DIRECTOR: Robert Monaco
</TABLE>
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG Peat Marwick LLP as the independent
auditors to audit the financial statements of the Company for the fiscal
year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED ON REVERSE SIDE. PLEASE SIGN AND MAIL IN THE ENCLOSED ENVELOPE.)
<PAGE> 11
3. PROPOSAL TO AMEND THE EQUITY INCENTIVE PLAN. Approval of an amendment to
the Company's Equity Incentive Plan to increase the number of shares of
the Company's Common Stock reserved for issuance thereunder from
1,995,000 to 4,495,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares represented by this proxy will be voted as directed by the
shareholder. In his discretion, either named proxy may vote on such other
business as may properly come before the Annual Meting for any adjournments or
postponements thereof.
This proxy revokes all prior proxies with respect to the Annual Meeting and
may be revoked prior to exercise. Receipt of the Notice of Annual Meeting of
Shareholders, the Proxy Statement and the Proxy Statement Supplement relating to
the Annual Meeting is hereby acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATION, MERELY
SIGN BELOW; NO BOXES NEED TO BE CHECKED.
Please mark, sign, date and return
the proxy card promptly, using the
enclosed envelope.
Dated , 1998
------------------------
-----------------------------------
Signature
-----------------------------------
Signature (if held jointly)
-----------------------------------
Title
Please sign exactly as name appears
hereon. When interests are held by
joint tenants, both should sign.
When signing as an attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
