<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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 only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
LACROSSE FOOTWEAR, 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 (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:
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<PAGE> 2
LACROSSE FOOTWEAR, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 18, 2000
To the Shareholders of
LaCrosse Footwear, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of LaCrosse
Footwear, Inc. will be held on Thursday, May 18, 2000, at 10:00 A.M., local
time, at the Midway Hotel, 1835 Rose Street, La Crosse, Wisconsin 54601, for the
following purposes:
1. To elect three directors to hold office until the 2003 annual
meeting of shareholders and until their successors are duly elected and
qualified.
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The close of business on March 24, 2000 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed herewith.
By Order of the Board of Directors
LACROSSE FOOTWEAR, INC.
Thomas S. Sleik
Secretary
La Crosse, Wisconsin
April 18, 2000
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED PROXY, WHICH
IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS
THEREON AND RETURN IMMEDIATELY.
<PAGE> 3
LACROSSE FOOTWEAR, INC.
1319 ST. ANDREW STREET
LA CROSSE, WISCONSIN 54603
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 18, 2000
This proxy statement is being furnished to shareholders by the Board of
Directors (the "Board") of LaCrosse Footwear, Inc. (the "Company") beginning on
or about April 18, 2000 in connection with a solicitation of proxies by the
Board for use at the annual meeting of shareholders to be held on Thursday, May
18, 2000, at 10:00 A.M., local time, at the Midway Hotel, 1835 Rose Street, La
Crosse, Wisconsin 54601 and all adjournments or postponements thereof (the
"Annual Meeting") for the purposes set forth in the attached Notice of Annual
Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not affect
a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Company in writing
or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly returned to
the Company and not revoked will be voted in accordance with the instructions
contained therein. The shares represented by executed but unmarked proxies will
be voted FOR the three persons nominated for election as directors referred to
herein and on such other business or matters which may properly come before the
Annual Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the election of directors, the
Board has no knowledge of any matters to be presented for action by the
shareholders at the Annual Meeting.
Only holders of record of the Company's common stock, $.01 par value per
share (the "Common Stock"), at the close of business on March 24, 2000 are
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 5,874,449 shares of Common Stock, each of which
is entitled to one vote per share.
ELECTION OF DIRECTORS
The Company's By-Laws provide that the directors shall be divided into
three classes, with staggered terms of three years each. At the Annual Meeting,
the shareholders will elect three directors to hold office until the 2003 annual
meeting of shareholders and until their successors are duly elected and
qualified. Unless shareholders otherwise specify, the shares represented by the
proxies received will be voted in favor of the election as directors of the
three persons named as nominees herein. The Board has no reason to believe that
any of the listed nominees will be unable or unwilling to serve as a director if
elected. However, in the event that any nominee should be unable to serve or for
good cause will not serve, the shares represented by proxies received will be
voted for another nominee selected by the Board. Directors will be elected by a
plurality of the votes cast at the Annual Meeting (assuming a quorum is
present). Consequently, any shares not voted at the Annual Meeting, whether due
to abstentions, broker non-votes or otherwise, will have no impact on the
election of directors. Votes will be tabulated by inspectors of election
appointed by the Board.
<PAGE> 4
The following sets forth certain information, as of March 24, 2000, about
the Board's nominees for election at the Annual Meeting and each director of the
Company whose term will continue after the Annual Meeting.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
Terms expiring at the 2003 Annual Meeting
PATRICK K. GANTERT, 50, has served as President, Chief Executive Officer
and as a director of the Company since December 1994. Prior thereto, Mr. Gantert
served as Executive Vice President and Chief Operating Officer since August 1993
and as Executive Vice President since June 1992. From March 1985, when he joined
the Company, until June 1992, Mr. Gantert was Vice President-Finance. Mr.
Gantert is a director of First Bancorporation, Inc.
LUKE E. SIMS, 50, has served as a director of the Company since December
1985. Mr. Sims has been a partner in the law firm of Foley & Lardner, Milwaukee,
Wisconsin, since 1984 and has been an attorney with such firm since 1976. Foley
& Lardner has acted as general counsel for the Company since 1982. Mr. Sims is a
director of Wilson-Hurd Mfg. Co.
JOHN D. WHITCOMBE, 44, has served as a director of the Company since March
1998. Mr. Whitcombe has been a partner in the law firm of Greenberg, Fields &
Whitcombe, Torrance, California, since November 1994 and from 1992 until
November 1994 he was a partner in the law firm of Whitcombe, Makin & Pentis. Mr.
Whitcombe is a director of the Oarsmen Foundation, RHCDS Educational Scholarship
Fund and Little Company of Mary Hospital.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES
EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK REPRESENTED
BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES.
DIRECTORS CONTINUING IN OFFICE
Terms expiring at the 2001 Annual Meeting
GEORGE W. SCHNEIDER, 77, was elected to the Board of Directors of the
Company's predecessor in 1968 and was the principal investor and motivating
force behind the management buyout of the Company's predecessor in 1982. Since
1982, Mr. Schneider also has served as Chairman of the Board of the Company. Mr.
Schneider's background is in banking and real estate. He was the principal
organizer of Bay Cities National Bank, Redondo Beach, California, and served as
its Chairman of the Board from 1982 until the bank was acquired in December
1995. Mr. Schneider also served as a director and Vice Chairman of the Board of
Directors of Little Company of Mary Health Systems, Little Company of Mary
Hospital and San Pedro Peninsula Hospital for many years, but relinquished those
positions in 1995.
CRAIG L. LEIPOLD, 47, has served as a director of the Company since
November 1997 and served as President and Chief Executive Officer of the
Company's Rainfair, Inc. ("Rainfair") subsidiary from the May 1996 acquisition
of Rainfair until July 1999. Prior to joining the Company, Mr. Leipold was the
primary shareholder and Chief Executive Officer of Rainfair since 1989. Mr.
Leipold is Chief Executive Officer of the Nashville Predators, a National Hockey
League team, and a director of Levy Corp. and Gaylord Entertainment Corporation.
2
<PAGE> 5
JOSEPH P. SCHNEIDER, 40, has served as a director of the Company since
March 1999, as Executive Vice President -- Danner of the Company since May 1999
and as President and Chief Executive Officer of the Company's Danner Shoe
Manufacturing Co. ("Danner") subsidiary since October 1998. Prior thereto, Mr.
Schneider served as Vice President of the Company from June 1996 to May 1999, as
President and Chief Operating Officer of Danner from December 1997 to October
1998, as Executive Vice President and Chief Operating Officer of Danner from
June 1996 to December 1997 and as Vice President -- Retail Sales of the Company
from January 1993 until June 1996. From 1985, when he joined the Company, until
January 1993, Mr. Schneider held various sales management positions.
Terms expiring at the 2002 Annual Meeting
FRANK J. UHLER, JR., 69, has served as Vice Chairman of the Board of the
Company since December 31, 1994 and as a director since he joined the Company in
June 1978. From June 1978 until 1982, Mr. Uhler served as President and from
1982 until December 31, 1994 he served as President and Chief Executive Officer
of the Company. Along with Mr. George W. Schneider, Mr. Uhler was the other
principal member of the management group that acquired the Company's predecessor
in 1982. Mr. Uhler is a director of the Franciscan Skemp Health Care System.
RICHARD A. ROSENTHAL, 67, has served as a director of the Company since
June 1990. Mr. Rosenthal was the Director of Athletics at the University of
Notre Dame from 1987 until August 1, 1995. Mr. Rosenthal is a director of Athey
Products Corporation, Advanced Drainage Systems, Inc., the Corporation for
Innovative Development, Goshen Rubber Company, RFE Investment Partners, Beck
Corporation, Toefco Engineering, Inc. and St. Joseph Capital Corporation.
George W. Schneider and Joseph P. Schneider are father and son. None of the
other directors or executive officers are related to each other.
BOARD OF DIRECTORS
GENERAL
The Board has standing Audit and Compensation Committees. The Audit
Committee is responsible for recommending to the Board the appointment of
independent auditors, reviewing and approving the scope of the annual audit
activities of the auditors, approving the audit fee payable to the auditors and
reviewing audit results. Richard A. Rosenthal (Chairman), George W. Schneider
and Luke E. Sims are members of the Audit Committee. The Audit Committee held
one meeting in 1999.
The Compensation Committee reviews and recommends to the Board the
compensation structure for the Company's directors, officers and other
managerial personnel, including salary rates, participation in incentive
compensation and benefit plans, fringe benefits, non-cash perquisites and other
forms of compensation, and administers the Company's 1993 Employee Stock
Incentive Plan (the "1993 Plan") and 1997 Employee Stock Incentive Plan (the
"1997 Plan"). Luke E. Sims (Chairman), Richard A. Rosenthal and John D.
Whitcombe are members of the Compensation Committee. The Compensation Committee
held two meetings in 1999.
The Board has no standing nominating committee. The Board selects the
director nominees to stand for election at the Company's annual meetings of
shareholders and to fill vacancies occurring on the Board. The Board will
consider nominees recommended by shareholders, but has no established procedures
which shareholders must follow to make a recommendation.
3
<PAGE> 6
The Board held four meetings in 1999. Each director attended all of the
meetings of the Board and all of the meetings held by all committees of the
Board on which such director served during the year.
DIRECTOR COMPENSATION
Directors who are executive officers of the Company receive no compensation
as such for service as members of either the Board or committees thereof.
Directors who are not executive officers of the Company receive an annual
retainer of $12,500 (assuming four quarterly Board meetings), a pro rata fee in
the event of a major special Board meeting, and a fee of $1,000 for each
committee meeting attended if such meeting is held on a day other than a day on
which a regular Board meeting is held (except that the fee payable for such a
committee meeting is reduced to $500 if the meeting is one hour or less).
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 24, 2000 by: (i) each director and
nominee; (ii) each of the executive officers named in the Summary Compensation
Table set forth below; (iii) all of the directors, nominees and executive
officers (including the executive officers named in the Summary Compensation
Table) as a group; and (iv) each person or other entity known by the Company to
own beneficially more than 5% of the Common Stock. Except as otherwise indicated
in the footnotes, each of the holders listed below has sole voting and
investment power over the shares beneficially owned.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON STOCK COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED
------------------------ --------------------- ------------------
<S> <C> <C>
Schneider Family Voting Trust(2)............................ 3,081,299 52.5%
George W. Schneider(3)...................................... 1,374,323(2) 23.4%
Virginia F. Schneider(3).................................... 1,374,323(2) 23.4%
Firstar Corporation and Firstar Bank, N.A.(4)............... 616,785 10.5%
Shufro, Rose & Co., LLC(5).................................. 327,890 5.6%
Joseph P. Schneider......................................... 227,904(2) 3.9%
Patrick K. Gantert.......................................... 95,450 1.6%
Frank J. Uhler, Jr.......................................... 70,900(6) 1.2%
Luke E. Sims................................................ 56,000(7) *
Richard A. Rosenthal........................................ 23,750(8) *
Craig L. Leipold............................................ 19,200 *
Robert J. Sullivan.......................................... 18,900 *
David R. Llewellyn.......................................... 15,000 *
John D. Whitcombe........................................... 9,000 *
All directors, nominees and executive officers as a group
(11 persons).............................................. 1,913,527(2) 32.0%
</TABLE>
- -------------------------
* Denotes less than 1%.
(1) Includes the following shares subject to stock options which are
exercisable within 60 days of March 24, 2000: Joseph P. Schneider, 16,000
shares; Patrick K. Gantert, 38,200 shares; Craig L. Leipold, 10,000 shares;
Robert J. Sullivan, 18,200 shares; David R. Llewellyn, 14,000 shares; and
all directors, nominees and executive officers as a group, 96,400 shares.
4
<PAGE> 7
(2) Substantially all of the shares of Common Stock beneficially owned by
George W. Schneider, Virginia F. Schneider and 12 other members (or
affiliated trusts) of the Schneider family have been deposited into a
voting trust ("Voting Trust"), pursuant to which the five trustees thereof
(currently, George W. Schneider, Virginia F. Schneider, Joseph P.
Schneider, Steven M. Schneider and Patrick Greene), acting by majority
action, have shared voting power (shared with the beneficiaries of the
Voting Trust) and sole investment power over all such shares. The terms of
the Voting Trust are more particularly described below under "-- Voting
Trust." Shares held in the Voting Trust include shares reported above as
beneficially owned by other named persons as follows: (a) 1,277,005 of the
shares reported as beneficially owned by each of George W. Schneider and
Virginia F. Schneider, as co-trustees of the George W. and Virginia F.
Schneider Trust U/A dated September 1, 1987, (b) 147,254 of the shares
reported as beneficially owned by Joseph P. Schneider, and (c) 1,424,259 of
the shares reported as beneficially owned by the directors, nominees and
executive officers of the Company as a group. The address of the Voting
Trust is 1319 St. Andrew Street, La Crosse, Wisconsin 54603.
(3) Shares of Common Stock reported as beneficially owned by George W.
Schneider and Virginia F. Schneider include (a) 45,319 shares which are
deposited in the George W. and Virginia F. Schneider Trust U/A dated
September 1, 1987 over which Mr. and Mrs. Schneider, as co-trustees, have
shared voting and investment power and (b) 51,999 shares which are held by
a charitable foundation in which Mr. and Mrs. Schneider are trustees (Mr.
and Mrs. Schneider disclaim beneficial ownership of these 51,999 shares).
See also footnote 2. The address of George W. and Virginia F. Schneider is
1319 St. Andrew Street, La Crosse, Wisconsin 54603. The address of the
George W. and Virginia F. Schneider Trust U/A dated September 1, 1987 is
P.O. Box 71, Redondo Beach, California 90277.
(4) The information is based on Amendment Number 2 to a report on Schedule 13G,
dated February 11, 2000, filed by Firstar Corporation ("Firstar") and its
subsidiary, Firstar Bank, N.A., with the Securities and Exchange
Commission. Firstar and Firstar Bank, N.A. reported sole voting and
investment power over 580,779 of the shares and shared investment power
over 36,006 of the shares. The address of Firstar is 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202 and the address of Firstar Bank, N.A. is
425 Walnut Street, Cincinnati, Ohio 45202.
(5) The information is based on a report on Schedule 13G, dated February 15,
2000, filed by Shufro, Rose & Co., LLC ("Shufro") with the Securities and
Exchange Commission. Shufro reported sole voting power over 9,810 of the
shares, no shared voting power and sole investment power over all of the
shares. The address of Shufro is 745 Fifth Avenue, New York, New York
10151.
(6) Includes 58,885 shares held by a trust in which Mr. Uhler is one of the
trustees. Mr. Uhler disclaims beneficial ownership of these 58,885 shares.
Does not include shares held by Mr. Uhler's extended family (i.e., his
adult children and grandchildren).
(7) Includes 18,000 shares held of record by Mr. Sims' wife for the benefit of
their three children.
(8) Does not include 12,000 shares held by Mr. Rosenthal's adult children.
VOTING TRUST
To help ensure the continuity and stability of the management of the
Company, George W. and Virginia F. Schneider and 12 other members of their
family, including certain affiliated entities, entered into a voting trust
agreement in June 1982. Pursuant to the trust agreement, as amended, all shares
of Common Stock held by such individuals and entities were initially deposited
into the voting trust created thereunder (the "Voting Trust"). Each depositor
and beneficiary holding Voting Trust certificates issued thereunder (which now
includes 12 other
5
<PAGE> 8
members (or affiliated trusts) of the Schneider family) also agreed (with
certain limited exceptions) to transfer to the Voting Trust all shares of Common
Stock thereafter acquired.
Under the Voting Trust, the five trustees (currently, George W. Schneider,
Virginia F. Schneider, Joseph P. Schneider, Steven M. Schneider and Patrick
Greene), acting by majority action, are vested with the exclusive right to sell,
transfer or dispose of the deposited shares and to vote such deposited shares in
their discretion on all matters on which such shares are entitled to vote;
provided, however, that in the event of a proposed recapitalization,
reorganization, merger, consolidation, liquidation, sale of all or substantially
all of the assets of the Company or a comparable transaction, in addition to the
necessary vote of the trustees, any such action shall also require the
affirmative vote or consent of the beneficiaries holding Voting Trust
certificates representing at least 75% of the aggregate number of votes of the
then deposited shares. The beneficiaries also are entitled to receive all cash
dividends or other distributions (other than in capital stock of the Company)
declared and paid on the deposited shares.
The deposited shares may only be withdrawn from the Voting Trust by a
beneficiary prior to the expiration or termination of the Voting Trust if the
trustees allow such withdrawal; provided, however, that on January 31 of each
year (commencing on January 31, 1998) each beneficiary will automatically
receive 10,000 shares.
The Voting Trust continues in effect until April 1, 2005, and thereafter
for an additional five-year period if the trustees so elect. Notwithstanding the
foregoing, in the event of a reorganization, merger or consolidation in which
the Company does not survive, a liquidation of the Company, a sale of all or
substantially all of the assets of the Company or sale of all the Common Stock
held by the trustees under the Voting Trust, the Voting Trust shall
automatically terminate. Additionally, the Voting Trust may be terminated at any
time prior to the expiration thereof by the trustees with the affirmative vote
or consent of the beneficiaries holding Voting Trust certificates representing
at least 75% of the aggregate number of votes of the then deposited shares.
The Voting Trust also provides that the trustees shall cause the then Chief
Executive Officer of the Company to be elected as a director of the Company and
shall not allow the number of directors of the Company who are members of the
Schneider family to exceed a majority of the directors, less one. Additionally,
the trustees, subject to certain exceptions, may correct defects and omissions
in the underlying trust agreement and make other amendments or modifications
thereto as in their judgment may be necessary or appropriate to effectively
carry out the trust agreement. The trustees are not entitled to receive any
remuneration for serving as such under the Voting Trust.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information concerning the
compensation earned in each of the last three fiscal years by the Company's
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers whose total cash compensation exceeded $100,000
in the fiscal year ended December 31, 1999. The persons named in the table are
sometimes referred to herein as the "named executive officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ---------- ------------
SECURITIES LONG-TERM
UNDERLYING INCENTIVE
NAME AND OTHER ANNUAL STOCK COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) OPTIONS(#) PAYOUTS($) COMPENSATION($)
------------------ ---- --------- -------- ------------------ ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
George W. Schneider 1999 $170,000 $ 0 - - - $12,638(2)
Chairman of the Board 1998 165,000 79,200 - - - 12,870
1997 154,000 113,970 - - 12,970
Patrick K. Gantert 1999 225,308 0 - 9,000 - 58,840(3)
President and Chief 1998 177,000 121,600 - 9,000 - 10,470
Executive Officer 1997 165,000 159,967 - 9,000 - 37,025
Joseph P. Schneider 1999 152,650 44,580 - 3,500 - 3,200(4)
Executive Vice President -- 1998 139,375 46,224 - 2,500 - 2,891
Danner and President and 1997 129,904 57,044 - 2,500 - 3,268
CEO of Danner
David R. Llewellyn 1999 138,275 14,000 - 3,500 - 3,749(6)
Vice President -- Marketing 1998 127,147 34,990 - 2,500 - 3,162
and Business Development(5) 1997 122,300 55,480 - 2,500 - 3,112
Robert J. Sullivan 1999 107,870 20,226 - 5,000 - 2,951(7)
Vice President-Finance & 1998 99,293 29,049 - 5,000 - 2,553
Administration and Chief 1997 90,268 42,572 - 4,000 - 2,362
Financial Officer
</TABLE>
- -------------------------
(1) Certain personal benefits provided by the Company and its subsidiaries to
the named executive officers are not included in the table. The aggregate
amount of such personal benefits for each named executive officer in each
year reflected in the table did not exceed the lesser of $50,000 or 10% of
the sum of such officer's salary and bonus in each respective year.
(2) Includes $10,078 for term life insurance premiums and a $2,560 matching
contribution under the Company's 401(k) Plan.
(3) Includes the dollar value of the benefits of the whole-life portion of the
premium for a split-dollar life insurance policy paid by the Company
projected on an actuarial basis of $47,163, Company payments of $8,477 to
cover the premiums attributable to the term life insurance portion of the
split-dollar life insurance policy and another separate term life insurance
policy and a $3,200 matching contribution under the Company's 401(k) Plan.
In accordance with the terms of the split-dollar life insurance policy, the
Company will recover all of the cumulative premiums paid by the Company.
7
<PAGE> 10
(4) Matching contribution under the Company's 401(k) Plan.
(5) Mr. Llewellyn retired on January 5, 2000.
(6) Includes $549 for term life insurance premiums and a $3,200 matching
contribution under the Company's 401(k) Plan.
(7) Includes $213 for term life insurance premiums and a $2,738 matching
contribution under the Company's 401(k) Plan.
STOCK OPTIONS
The Company has in effect the 1993 Plan and the 1997 Plan pursuant to which
options to purchase Common Stock may be granted to officers and other key
employees of the Company and its subsidiaries. The following table presents
certain information as to grants of stock options made during fiscal 1999 to
Patrick K. Gantert, Joseph P. Schneider, David R. Llewellyn and Robert J.
Sullivan. No other named executive officer was granted options in fiscal 1999.
OPTION GRANTS IN 1999 FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
INDIVIDUAL GRANTS STOCK PRICE APPRECIATION FOR
------------------------------------------------------------- OPTION TERM(2)
NUMBER OF PERCENT OF -----------------------------
SECURITIES TOTAL OPTIONS AT 0% AT 5% AT 10%
UNDERLYING GRANTED TO EXERCISE OR ANNUAL ANNUAL ANNUAL
OPTIONS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION GROWTH GROWTH GROWTH
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE RATE RATE RATE
---- --------------- ------------- ----------- ---------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Patrick K. Gantert........ 9,000 7.7% $8.625 1/2/09 0 $48,818 $123,714
Joseph P. Schneider....... 3,500 3.0% 8.625 1/2/09 0 18,985 48,111
David R. Llewellyn........ 3,500 3.0% 8.625 1/2/09 0 18,985 48,111
Robert J. Sullivan........ 5,000 4.3% 8.625 1/2/09 0 27,121 68,730
</TABLE>
- -------------------------
(1) The options reflected in the table (which are nonstatutory options for
purposes of the Internal Revenue Code) were granted on January 2, 1999, and
became or will become exercisable in 20% increments on January 2, 2000,
2001, 2002, 2003 and 2004.
(2) This presentation is intended to disclose the potential value which would
accrue to the optionee if the option were exercised the day before it would
expire and if the per share value had appreciated at the compounded annual
rate indicated in each column. The assumed rates of appreciation of 5% and
10% are prescribed by the rules of the Securities and Exchange Commission
regarding disclosure of executive compensation. The assumed annual rates of
appreciation are not intended to forecast possible future appreciation, if
any, with respect to the price of the Common Stock.
8
<PAGE> 11
The following table sets forth information regarding the exercise of stock
options by the named executive officers during the 1999 fiscal year and the
fiscal year-end value of unexercised options held by such persons. Mr. G.
Schneider did not hold any options to acquire Common Stock as of December 31,
1999 and is accordingly not reflected in the table.
AGGREGATED OPTION EXERCISES IN 1999
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES YEAR-END(#) FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick K. Gantert........... - - 30,000 26,000 (1) (1)
Joseph P. Schneider.......... - - 13,100 8,900 (1) (1)
David R. Llewellyn........... - - 11,200 10,300 (1) (1)
Robert J. Sullivan........... - - 14,200 13,300 (1) (1)
</TABLE>
- -------------------------
(1) Not applicable. The fair market value of the underlying Common Stock at
fiscal year-end was less than the exercise price of the options.
RETIREMENT PLAN
The Company's Retirement Plan (the "Salaried Plan") covers a majority of
the salaried employees of the Company. The table set forth below illustrates the
estimated annual benefits payable as a single life annuity upon retirement
pursuant to the current Salaried Plan formula for various levels of compensation
and years of service, assuming retirement after attainment of age 65 during
2000.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
ANNUAL -----------------------------------------------------------------------
COMPENSATION 15 20 25 30 35
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$100,000......................... $12,750 $17,000 $21,250 $25,500 $29,750
125,000......................... 15,938 21,250 26,563 31,875 37,188
150,000......................... 19,125 25,500 31,875 38,250 44,625
175,000......................... 22,313 29,750 37,188 44,625 52,063
200,000......................... 25,500 34,000 42,500 51,000 59,500
225,000......................... 28,688 38,250 47,813 57,375 66,938
</TABLE>
The Salaried Plan is a qualified noncontributory plan that provides for
fixed benefits to participants and their survivors in the event of normal (age
65) or early (age 55) retirement. Participants who have worked for the Company
for five years and who leave the Company for any reason other than death,
disability or early retirement are entitled to a portion of the benefits that
they would have earned under the Salaried Plan had they worked for the Company
until normal retirement age. Early retirement benefits are reduced to reflect
early commencement.
Compensation covered by the Salaried Plan is a participant's total
remuneration, including salary and bonus, as shown in the Summary Compensation
Table, but excluding deferred compensation and fringe and welfare benefits.
Benefits are based on a participant's average monthly compensation for the 60
consecutive calendar months of the 120 calendar months preceding termination of
employment for which his or her compensation was
9
<PAGE> 12
the highest. Under the Salaried Plan, only compensation up to the limits imposed
by the Internal Revenue Code is taken into account. The 1999 compensation limit
applicable to the Salaried Plan was $170,000. Benefits are not subject to any
deduction for Social Security or other offset amounts. The number of credited
years of service under the Salaried Plan for each of the named executive
officers as of December 31, 1999 are as follows: Mr. G. Schneider, 18 years; Mr.
Gantert, 15 years; Mr. J. Schneider, 11 years; Mr. Llewellyn, 6 years; and Mr.
Sullivan, 7 years. Pursuant to the terms of the Salaried Plan, Mr. G. Schneider
began receiving benefits in 1994.
In connection with Joseph P. Schneider's election as Chief Operating
Officer of Danner in June 1996 (and, as a result thereof, the recognition that
under the terms of the Salaried Plan Mr. J. Schneider will not continue to
accrue benefits thereunder), the Company and Mr. J. Schneider reached an
understanding regarding an unfunded supplemental retirement plan for him.
Pursuant to such understanding, upon termination of employment with the Company,
or in the event of termination by reason of Mr. J. Schneider's death or
disability, Mr. J. Schneider (or his beneficiary) will be entitled to receive as
an unfunded monthly supplemental benefit from the Company an amount equal to the
difference between his current deferred vested benefit calculation and what his
benefit would have been had he continued to accrue benefits under the Salaried
Plan (or any successor plan that is in place as of his termination).
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
In June 1999, the Company entered into an Employment Agreement with Patrick
K. Gantert providing for a minimum annual base salary of $238,000 (subject to an
annual upward adjustment to reflect increases in the base salaries of certain
groups of executives of the Company), the right to participate in the incentive
bonus or compensation plan made available to the Company's officers and other
key employees, annual contributions on Mr. Gantert's behalf to an unfunded
deferred compensation account established by the Company for Mr. Gantert, annual
contributions on Mr. Gantert's behalf to a split-dollar life insurance policy,
$500,000 of life insurance and a non-compete agreement. Under this agreement,
the Company agreed to employ Mr. Gantert as its President and Chief Executive
Officer until January 31, 2005, with the term of employment automatically
renewed for successive one-year periods thereafter unless notice of non-renewal
is given at least 180 days prior to the end of the then current term.
Notwithstanding the above, Mr. Gantert's employment may terminate prior to the
end of the term in the event of Mr. Gantert's death, disability, termination
(whether for good cause by the Company or voluntarily by Mr. Gantert), or
retirement. In addition, Mr. Gantert's employment may be terminated on or after
January 31, 2005 for any reason by the Company or upon the consummation of
certain extraordinary corporate events. If Mr. Gantert's employment is
terminated because of his disability, then Mr. Gantert is entitled to continue
to receive his base salary for a period of twelve months, offset by any
disability insurance payments received by Gantert. If Mr. Gantert's employment
is terminated by the Company for good cause, then the Company shall pay Mr.
Gantert any amounts due him as of the date of such termination. If Mr. Gantert's
employment is terminated upon the consummation of certain extraordinary
corporate events, then Mr. Gantert is entitled to continue to receive his base
salary and his incentive compensation for a period of twelve months following
the later of (i) the consummation of such corporate event or (ii) January 31,
2005. If Mr. Gantert's employment is voluntarily terminated after January 31,
2005 by the Company for any reason other than good cause, Mr. Gantert is
entitled to receive his base salary and incentive compensation for six months.
The covenant not to compete contained in Mr. Gantert's Employment Agreement is
for the term of the agreement and for a period of two years following
termination of his employment.
In June 1994, the Company entered into an Employment Agreement with David
R. Llewellyn that provided for his employment with the Company as its Vice
President -- Marketing and Business Development until November 1, 1999. The
agreement also provides that upon the natural expiration of the term of
employment on
10
<PAGE> 13
November 1, 1999, the Company and Mr. Llewellyn will enter into a consulting
agreement pursuant to which Mr. Llewellyn will provide a minimum of 500 hours
per year of consulting services to the Company at a rate of $100 per hour for
three years (subject to earlier termination in the event of Mr. Llewellyn's
prior death or disability). The covenant not to compete contained in Mr.
Llewellyn's Employment Agreement is for the term of the agreement and for a
period of three years following termination of his employment with the Company.
Mr. Llewellyn retired on January 5, 2000.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is responsible for all aspects of
the Company's compensation package offered to its corporate officers, including
the named executive officers. The following report was prepared by the
Compensation Committee.
The Company's executive compensation program is designed to be closely
linked to corporate performance. To this end, the Company has developed an
overall compensation strategy and specific compensation plans that tie a
significant portion of executive compensation to the Company's success in
meeting specified performance goals. The overall objectives of this strategy are
to attract and retain qualified executive talent, to motivate these executives
to achieve the goals inherent in the Company's business strategy, to link
executive and shareholder interests through the use of equity-based compensation
plans and to provide a compensation package that recognizes individual
contributions as well as overall business results.
During 1997, the Company retained nationally-recognized compensation
consultants to advise it with respect to compensation issues. The first step in
the overall review of executive compensation was an analysis of the duties and
responsibilities of each Company executive. This resulted in an objective
ranking of the relative duties and responsibilities of each Company executive
vis-a-vis other Company executives. Subsequently, the Company's consultants
compared the compensation for each Company executive with general market data
for individuals with comparable job responsibilities. The Company's consultants
summarized their conclusions on Company executive compensation in a report
finalized in October 1997. The results of this study have provided the framework
for determining compensation for executives of the Company.
The Compensation Committee determines the compensation of the Chairman of
the Board and the Chief Executive Officer, and sets the policy for, reviews and
approves the recommendations of management (subject to such adjustments as the
Compensation Committee deems appropriate and subject to the Board's and/or the
Compensation Committee's sole discretion regarding awards of stock options) with
respect to the compensation awarded to other corporate officers (including the
other named executive officers).
The key elements of the Company's executive compensation program consist of
base salary, annual bonus opportunity and grants of stock options. Although the
Compensation Committee believes strongly in offering compensation opportunities
competitive with those of comparable companies within the Company's industry,
the most important considerations in setting annual compensation are Company
performance and individual contributions. A general description of the elements
of the Company's compensation program, including the basis for the compensation
awarded to the Company's Chief Executive Officer for 1999, are discussed below.
Base Salaries. Base salaries are initially determined by evaluating the
responsibilities of the position, the experience of the individual and the
salaries for comparable positions in the competitive marketplace. Base salary
levels for the Company's executive officers are generally positioned at market
competitive levels for comparable positions in manufacturing companies of
similar size. In determining annual salary adjustments for executive officers,
the Compensation Committee considers various factors including the individual's
performance and contribution, competitive salary increase levels provided by the
marketplace, the relationship of an executive
11
<PAGE> 14
officer's salary to the market competitive levels for comparable positions, and
the Company's performance. In the case of executive officers with operating
responsibility for a particular business unit, such unit's financial results are
also considered. The Compensation Committee, where appropriate, also considers
nonfinancial performance measures such as manufacturing efficiency gains,
improvements in product quality and relations with customers, suppliers and
employees. Nonfinancial measures used for executive officers are determined on a
case-by-case basis and the Compensation Committee does not assign any specific
weight to any one of these factors. The base salaries paid to two named
executive officers, including Mr. Gantert, are also based on their employment
agreements with the Company. See above under "-- Agreements with Named Executive
Officers."
During 1999, the Board, acting on a recommendation of the Compensation
Committee, increased base salaries across the board for salaried employees to
take into account a revision to the Company's incentive compensation program.
This incentive compensation program was developed many years earlier and was
structured to ensure that a portion of a salaried employee's compensation would
be paid at year-end in the form of a bonus. The Compensation Committee felt that
this "guaranteed" bonus aspect of the incentive compensation plan was no longer
desirable, and recommended to the full Board that it be removed from the
Company's incentive compensation program for the year 1999. However, in order to
compensate the Company's salaried employees at the compensation levels deemed
appropriate by the Company's compensation consultants, this "guaranteed" portion
of the incentive compensation needed to be added back to base salaries. This was
accomplished in early 1999.
As a result of the adjustment to the base salaries of the Company's
salaried employees discussed in the immediately preceding paragraph, Mr.
Gantert's base salary was increased to $202,286 in early 1999. Effective June 1,
1999, in connection with the execution of a new Employment Agreement between Mr.
Gantert and the Company, Mr. Gantert's base salary was increased to $238,000 to
reflect an annual base salary consistent with current market conditions. As part
of the Company's usual annual review of base salaries for salaried employees,
Mr. Gantert's base salary was increased 2.5%, to $243,950, effective March 5,
2000.
Annual Bonus. The Company's executive officers are eligible for annual cash
bonus awards under the Company's incentive compensation program. Under this
program, corporate and operational performance objectives are established at the
beginning of each year and eligible executives are assigned minimum, target and
maximum bonus levels. For certain of these executives, including Mr. Gantert,
the bonus award is based 70% on Company operating profit, 20% on functional
operating plan achievement and 10% on individual performance, and for the other
executives, the bonus award is based 60% on Company operating profit, 25% on
functional operating plan achievement and 15% on individual performance.
Because of the Company's poor financial results for 1999, no incentive
compensation was paid to George W. Schneider, the Company's Chairman of the
Board, or Patrick K. Gantert, the Company's President and Chief Executive
Officer.
Stock Options. The Company's 1993 Plan and the 1997 Plan are designed to
encourage and create ownership of Company common stock by key executives,
thereby promoting a close identity of interests between the Company's management
and its shareholders. The 1993 Plan and the 1997 Plan are designed to motivate
and reward executives for long-term strategic management and the enhancement of
shareholder value. The Compensation Committee has determined that annual stock
option grants to the Company's key employees, including key executive officers,
is consistent with the Company's best interest and the Company's overall
compensation program.
In determining the number of stock options to be granted, the Compensation
Committee considers a variety of factors, including the executive's level of
responsibility, relative contributions to the Company and existing
12
<PAGE> 15
level of ownership of Company Common Stock. Consideration is also given to an
executive's potential for future responsibility and contributions to the
Company, as well as the aggregate number of stock options proposed to be granted
with a view towards ensuring that aggregate compensation for Company executives
is appropriate. Stock options are granted with an exercise price equal to the
market value of the Common Stock on the date of grant. Stock options granted in
1999 vest and become exercisable in 20% increments over a five-year period from
the date of grant. Vesting schedules are designed to encourage the creation of
shareholder value over the long-term since the full benefit of the compensation
package cannot be realized unless stock price appreciation occurs over a number
of years and the executive remains in the employ of the Company.
The Board, acting on the recommendation of the Compensation Committee,
granted stock options during 1999 to key employees under an informal long-term
plan adopted in 1993 and designed to provide annual grants of stock options to
key employees.
Section 162(m) Limitation. The Company anticipates that all 2000
compensation to executives will be fully deductible under Section 162(m) of the
Internal Revenue Code. Therefore, the Compensation Committee determined that a
policy with respect to qualifying compensation paid to executive officers for
deductibility is not necessary.
LACROSSE FOOTWEAR, INC.
COMPENSATION COMMITTEE
Luke E. Sims, Chairman
Richard A. Rosenthal
John D. Whitcombe
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are identified above.
Luke E. Sims, the Chairman of the Compensation Committee, is a partner in the
law firm of Foley & Lardner, Milwaukee, Wisconsin, which has served as general
counsel for the Company since 1982.
13
<PAGE> 16
PERFORMANCE INFORMATION
The following graph compares on a cumulative basis changes since December
31, 1994 in (a) the total shareholder return on the Common Stock with (b) the
total return on the Nasdaq Market Index and (c) the total return on the Media
General Financial Services Textile-Apparel Footwear/Accessories Industry Group
Index (the "MG Industry Group Index"). Such changes have been measured by
dividing (a) the sum of (i) the amount of dividends for the measurement period,
assuming dividend reinvestment, and (ii) the difference between the price per
share at the end of and the beginning of the measurement period, by (b) the
price per share at the beginning of the measurement period. The graph assumes
$100 was invested on December 31, 1994 in Common Stock, the Nasdaq Market Index
and the MG Industry Group Index.
[PERFORMANCE CHART]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Dec. 31, 1994 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LACROSSE FOOTWEAR, INC. $100.00 $ 80.30 $ 99.60 $135.59 $ 87.90 $ 43.40
- ------------------------------------------------------------------------------------------------------------------------------
MG INDUSTRY GROUP INDEX 100.00 115.79 181.94 135.33 122.82 167.50
- ------------------------------------------------------------------------------------------------------------------------------
NASDAQ MARKET INDEX 100.00 129.71 161.18 197.16 278.08 490.46
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE> 17
CERTAIN TRANSACTIONS
In connection with the May 1996 acquisition of Rainfair, Rainfair entered
into a sublease indirectly with a Wisconsin corporation which Mr. Leipold owns
for the Racine, Wisconsin facility used by the Rainfair business. Under the
sublease, Rainfair pays an annual rent of $350,000, subject to increases based
on changes in the "prime rate", and all other costs associated with owning and
operating such facility, including utilities, taxes and insurance. In 1999, rent
for the facility was $361,458. The sublease also gives Rainfair an option to
purchase the facility on the last day of the sublease term. The terms of the
foregoing arrangement were negotiated between the Company and the Wisconsin
corporation on an arms-length basis at the time of the acquisition of Rainfair
and, on that basis, the Company believes the terms of the sublease are no less
favorable to the Company and Rainfair than could have been obtained from an
unaffiliated third party.
On October 9, 1998, the Company loaned Patrick K. Gantert, President, Chief
Executive Officer and a director of the Company, $100,000. The loan, which is
unsecured, bears interest at LIBOR plus 1%, adjusted quarterly, and interest
accrues daily but is payable with each payment of principal. The principal is
payable in quarterly installments of $5,000, commencing March 31, 1999, with the
remaining balance payable in full on October 9, 2001. The highest balance
(principal and accrued interest) on such loan since its inception was $103,504
and the balance on such loan as of April 1, 2000 was $75,000. The current rate
of interest on the loan is 6.8825% per annum.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports concerning their ownership of
Company equity securities with the Securities and Exchange Commission and the
Company. Based solely upon information provided to the Company by individual
directors and executive officers, the Company believes that during the fiscal
year ended December 31, 1999 all its directors and executive officers complied
with the Section 16(a) filing requirements.
MISCELLANEOUS
INDEPENDENT AUDITORS
McGladrey & Pullen, LLP acted as the independent auditors for the Company
in 1999 and it is anticipated that such firm will be similarly appointed to act
in 2000. Representatives of McGladrey & Pullen, LLP are expected to be present
at the Annual Meeting with the opportunity to make a statement if they so
desire. Such representatives are also expected to be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Proposals which shareholders of the Company intend to present at and have
included in the Company's proxy statement for the 2001 annual meeting of
shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended ("Rule 14a-8"), must be received by the Company by the close of
business on December 19, 2000. Additionally, if the Company receives notice of a
shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e.,
proposals shareholders intend to raise at the 2001 annual meeting of
shareholders but do not intend to have included in the Company's proxy statement
for such meeting) after March 4, 2001, the persons named in proxies solicited by
the Board of Directors of the Company for the 2001 annual meeting of
shareholders may exercise discretionary voting power with respect to such
proposal.
15
<PAGE> 18
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company. In addition to
soliciting proxies by mail, proxies may be solicited personally and by telephone
by certain officers and regular employees of the Company. The Company will
reimburse brokers and other nominees for their reasonable expenses in
communicating with the persons for whom they hold Common Stock.
By Order of the Board of Directors
LACROSSE FOOTWEAR, INC.
Thomas S. Sleik
Secretary
April 18, 2000
16
<PAGE> 19
LACROSSE FOOTWEAR, INC.
2000 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George W. Schneider, Frank J. Uhler, Jr. and
Patrick K. Gantert, and each of them, as Proxies with the power of substitution
(to act jointly or if only one acts then by that one) and hereby authorizes them
to represent and to vote as designated below all of the shares of Common Stock
of LaCrosse Footwear, Inc. held of record by the undersigned on March 24, 2000,
at the annual meeting of shareholders to be held on May 18, 2000, or any
adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF THE BOARD'S NOMINEES.
\/ PLEASE DETACH BELOW, SIGN, DATE AND RETURN PROMPTLY USING \/
THE ENVELOPE PROVIDED
. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE> 20
LACROSSE FOOTWEAR, INC. 2000 ANNUAL MEETING
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS: 1 - PATRICK K. GANTERT 2 - LUKE E. SIMS [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
Terms expiring at the 3 - JOHN D. WHITCOMBE listed to the to vote for all
2003 Annual Meeting left (except as nominees listed
specified below). to the left.
-----------------------------------------------------------
(Instructions: To withhold authority to vote for
any indicated nominee, write the number(s) of >
the nominee(s) in the box provided to the right.) -----------------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Date , 2000 NO. OF SHARES
------------- -----------------------------------------------------------
Check appropriate box [ ]Please check this box
Indicate changes below: if you plan to attend
the Annual Meeting.
Number of persons
attending:
------- -----------------------------------------------------------
Address Change? [ ] Name Change? [ ]
SIGNATURE(S) IN BOX
Pleas e sign exactly as name appears
hereon. 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.
</TABLE>
