IWI HOLDING LIMITED
Oakmont Centre
1010 Executive Court, Suite 300
Westmont, Illinois 60559
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1997
To the Shareholders of IWI Holding Limited:
An Annual Meeting of Shareholders of IWI Holding Limited (the "Company")
will be held at the Company's offices, at Oakmont Centre, 1010 Executive Court,
Suite 300, Westmont, Illinois at 10:00 a.m.,on Friday, December 19, 1997 for the
following purposes:
1. To elect eight directors of the Company to hold office until the next
annual meeting of shareholders or until their successors are duly
elected and qualified.
2. To consider and act upon a proposal to ratify the appointment of Ernst
& Young, LLP as the independent auditors of the books and accounts of
the Company for the year ending December 31, 1997.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on November 4, 1997 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you are
planning to attend the meeting, you are urged to complete, date and sign the
enclosed proxy card and return it promptly.
YOUR VOTE IS IMPORTANT! PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE ABLE TO ATTEND THE MEETING AND WISH
TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS
VOTED.
By Order of the Board of Directors
Joseph K. Lau
Secretary
Westmont, Illinois
November 25, 1997
<PAGE>
IWI HOLDING LIMITED
Oakmont Centre
1010 Executive Court, Suite 300
Westmont, Illinois 60559
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1997
------------------
INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of IWI Holding Limited (the
"Company") for use at the 1997 Annual Meeting of Shareholders of the Company and
at any adjournment thereof (the "Annual Meeting"). The Annual Meeting is
scheduled to be held at the Company's offices at Oakmont Centre, 1010 Executive
Court, Suite 300, Westmont, Illinois on Friday, December 19, 1997 at 10:00 a.m.
local time. The Proxy Statement and the enclosed form of proxy will first be
sent to shareholders on or about November 25, 1997.
Proxies
The shares represented by any proxy in the enclosed form, if such proxy is
properly executed and is received by the Company prior to or at the Annual
Meeting prior to the closing of the polls, will be voted in accordance with the
specifications made thereon. Proxies on which no specification has been made by
the shareholder will be voted (i) for the election to the Board of Directors of
the nominees of the Board of Directors named herein and (ii) in favor of the
proposal to appoint Ernst & Young, LLP as the independent auditors of the books
and accounts of the Company for the year ending December 31, 1997. Proxies are
revocable by written notice received by the Secretary of the Company at any time
prior to their exercise or by executing a later dated proxy. Proxies will be
deemed revoked by voting in person at the Annual Meeting.
Voting Securities
Shareholders of record at the close of business on November 4, 1997 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. On
the Record Date, the total number of shares of common stock of the Company, no
par value per share (the "Common Stock"), outstanding and entitled to vote was
2,554,700. The holders of all outstanding shares of Common Stock are entitled to
one vote for each share of Common Stock registered in their names on the books
of the Company at the close of business on the Record Date. In addition to the
Common Stock, the Company had 3,644,880 shares of preferred stock (the
"Preferred Stock") outstanding and entitled to one-half vote for each share of
Preferred Stock registered in their names on the books of the Company at the
close of business on the Record Date.
Quorum and Other Matters
The presence at the Annual Meeting, in person or by proxy, of the holders
of not less than one-third of the eligible votes represented by the outstanding
shares of Common Stock and Preferred Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum. The Board of Directors is not aware
of any matters that are expected to come before the Annual Meeting other than
those referred to in this Proxy Statement. If any other matter should come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxies in accordance with their best judgement.
<PAGE>
Shares of Common Stock and Preferred Stock represented by a properly dated,
signed and returned proxy will be counted as present at the Annual Meeting for
purposes of determining a quorum without regard to whether the proxy is marked
as casting a vote or abstaining. Directors will be elected by a plurality of the
votes cast at the Annual Meeting. The appointment of the independent auditors of
the Company requires the approval of a majority of the votes cast at the Annual
Meeting. Therefore, abstentions and broker non-votes will have no effect on the
election of directors or any such other matter.
Under the laws of the British Virgin Islands, dissenters rights are not
available to shareholders of the Company with respect to any matter scheduled to
be brought before the Annual Meeting.
ELECTION OF DIRECTORS
(Proxy Proposal No. 1)
Eight directors are to be elected to serve until the next annual meeting of
shareholders and until their successors are elected and shall have qualified.
Directors shall be elected by shareholders holding a plurality of the votes
represented by the shares of Common Stock and Preferred Stock present at the
Annual Meeting. It is the intention of the persons named in the form of proxy,
unless authority is withheld, to vote the proxies given them for the election of
all nominees hereinafter named. In the event, however, that any one of them is
unable or declines to serve as a director, the appointees named in the form of
proxy reserve the right to substitute another person of their choice as nominee,
in his place and stead, or to vote for such lesser number of directors as may be
presented by the Board of Directors in accordance with the Company's Articles of
Association. The Board of Directors has no reason to believe that any nominee
will be unable to serve or decline to serve as a director. Any vacancy occurring
between shareholders' meetings, including vacancies resulting from an increase
in the number of directors, may be filled by the Board of Directors. A director
elected to fill a vacancy shall hold office until the next annual shareholders'
meeting.
Nominees for Election
The following table sets forth information with respect to each nominee for
election as a director. The information as to age, principal occupation and
directorships held has been furnished by each such nominee.
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<PAGE>
<TABLE>
<CAPTION>
Served as
Director
Continuously Committee
Name and Age Principal Occupation (1) Since Memberships
- ----------------------------- ------------------------------- -------------------- ------------------
<S> <C> <C> <C>
David F. Chui (56)........... Chairman of the Board of 1975
Directors; Chairman and
President of Rhine Holdings
Ltd.
Bruce Anderson (45).......... President and Chief 1996 Compensation
Executive Officer (2)
Joseph K. Lau (49)........... Senior Vice President and 1986
Chief Operating Officer
Richard W. Sigman (57)....... Vice President - Finance 1994 Audit
and Chief Financial Officer
Richard J. Mick (56)......... Vice President (3) 1996
James W. Pierpont (53)....... Group Vice President and 1995 Audit and
Managing Director of ABN Compensation
AMRO North America, Inc.
a banking firm (4)
James B. McCarthy (46)....... President of Gemini 1996 Audit and
Consulting Group, a health Compensation
care consulting company
Norman S.W. Chui (25)........ Consultant with Eclipse (5) (6)
Information Systems of
Darien, IL
</TABLE>
- ------------------------
(1) Unless indicated otherwise in the table or in the section of this Proxy
Statement captioned "Executive Officers of the Company," the individuals
named in the table have held their positions for more than five years.
(2) Prior to joining the Company in 1996, from 1983 to 1996, Mr. Anderson was
Vice President of Marketing for Donald Bruce & Co., Chicago, Illinois, a
wholesale jewelry distributor.
(3) Prior to joining the Company in 1996, from 1990 to 1996, Mr. Mick served as
President of Ronald C. Mick Company, a sales and marketing firm
specializing in jewelry and related products.
(4) Prior to joining ABN AMRO North America, Inc. in 1996, from 1990 to 1996,
Mr. Pierpont served as Executive Vice President and Director of Corporate
Finance of Dain Bosworth, an investment banking firm.
(5) Prior to joining Eclipse Information Systems in 1997, Mr. Chui was a
consultant for Arthur Andersen & Co. which he joined shortly after
graduation from the University of Illinois in 1994.
(6) Nominee for election at Annual Meeting for first term as Director.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF
ALL NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
3
<PAGE>
Committees and Attendance of the Board of Directors
In order to facilitate the various functions of the Board of Directors, the
Board has created a standing Audit Committee and Compensation Committee.
The functions of the Company's Audit Committee are to review the Company's
financial statements with the Company's independent auditors; to determine the
effectiveness of the audit effort through regular periodic meetings with the
Company's independent auditors; to determine through discussion with the
Company's independent auditors that no unreasonable restrictions were placed on
the scope or implementation of their examinations; to inquire into the
effectiveness of the Company's financial and accounting functions and internal
controls through discussions with the Company's independent auditors and
officers of the Company; to recommend to the full Board of Directors the
engagement or discharge of the Company's independent auditors; and to review
with the independent auditors the plans and results of the auditing engagement.
The members of the Audit Committee are Mr. Sigman, Mr. Pierpont and Mr.
McCarthy.
The functions of the Company's Compensation Committee include reviewing the
existing compensation arrangements with officers and employees, periodically
reviewing the overall compensation program of the Company and recommending to
the Board modifications of such program which, in the view of the development of
the Company and its business, the Committee believes are appropriate,
recommending to the full Board of Directors the compensation arrangements for
senior management and directors, and recommending to the full Board of Directors
the adoption of compensation plans in which officers and directors are eligible
to participate and granting options or other benefits under such plans. The
members of the Compensation Committee are Mr. McCarthy, Mr. Pierpont and Mr.
Anderson.
During the year ended December 31, 1997, the Board of Directors held six
formal meetings. The Audit and Compensation Committees each held one meeting.
Each director (during the period in which each such director served) attended at
least 75% of the aggregate of (i) the total number of meetings of the Board of
Directors, plus (ii) the total number of meetings held by all committees of the
Board of Directors on which the director served.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The aggregate cash compensation paid by the Company to all directors and
officers as a group during 1996 was approximately $740,000.
Certain officers of the Company will be entitled to bonuses from the
Company based on performance criteria to be established by the Compensation
Committee of the Board of Directors. Additionally, the Company has a Stock
Option Plan (the "Option Plan") to assist the Company and its subsidiaries in
retaining the service of current employees, motivating selected key personnel,
and attracting new management by providing the opportunity for such personnel to
acquire a proprietary interest in the Company and thereby share in its growth
and success. Participation in the Option Plan and the granting of options under
the Option Plan are recommended by the Compensation Committee of the Board,
subject to ratification by the Board. Pursuant to the Option Plan, a total of
150,000 shares of common stock are reserved for issuance. The option plan
requires that the exercise price of the option be the fair market value of the
Company's stock on the date of the grant of the option but not less than $8.50
per share. The fair market value for purposes of the Option Plan is, for so long
as common stock is quoted on the NNM, the final closing sales price per share on
the date of the grant. The exercise price with respect to any option must be
paid in cash. As of November 15, 1997, options to purchase 80,000 shares of
common stock had been granted under the Option Plan.
The Company also has a Non-Qualified Stock Option Plan (the "Non-Qualified
Plan"). A total of 600,000 shares are reserved for issuance under the
Non-Qualified Plan. The Non-Qualified Plan provides for the granting of options
and stock appreciation rights to non-employee directors, key management
employees, and consultants and is administered by the Compensation Committee.
The terms of any options and/or stock appreciation rights granted under the
Non-Qualified Plan shall be determined by the Compensation Committee provided
4
<PAGE>
that the options may not be exercisable for a term longer than ten years and may
not be exercisable at a price less than the stated value of the common stock. No
options or stock appreciation rights had been granted under the Non-Qualified
Plan as of November 15, 1997.
In addition, the Company maintains a defined contribution plan which has
both a profit sharing feature and a 401(k) savings feature (the "Plan"). Under
the profit sharing portion of the Plan, contributions are an amount determined
by the Company's Board of Directors. Subject to certain limitations required by
law, the Company's contribution is allocated to each participant who is employed
by the Company at the end of the Plan year in the proportion that the total
compensation paid by the Company to each participant bears to the aggregate
compensation paid by the Company to all participants during such Plan year.
Under the 401(k) savings feature, eligible employees may elect, subject to
certain limitations required by law, to defer payment of up to 15% of their
compensation. The Plan provides that if an employee defers payment, the Company
will contribute 50% of the first 2% of compensation deferred, by making a cash
payment to the Plan on behalf of such participant. Contributions by the Company
to the profit sharing feature of the plan, and earnings thereon, vest based on
the participant's years of service with the Company, vesting 20% per year after
one year of service and being fully vested after six years of service.
Contributions by the Company to the 401(k) savings feature vest on the
employee's first day of employment. Employee contributions are always 100%
vested. All contributions vest, regardless of years of service, upon termination
of employment by reason of death or disability attainment of age 62 or the
termination of the Plan. After termination of employment, an employee is
entitled to receive the distribution of his or her entire vested interest in the
Plan in a lump sum, in installments for a specific period of time or an annuity
for life. The amounts held under the Plan are invested according to the
instructions of the participant in investment funds designated by the plan
administrator. The Company made contributions to the Plan during 1996 of
$10,000.
BENEFICIAL OWNERSHIP OF STOCK
The following table is furnished as of November 4, 1997, to indicate
beneficial ownership of shares of the Company's Common Stock and Preferred Stock
by (1) each shareholder of the Company who is known by the Company to be a
beneficial owner of more than 5% of the Company's Common Stock or Preferred
Stock, (2) each director and nominee for director of the Company, individually,
and (3) all officers and directors of the Company as a group. The information in
the following table was provided by such persons.
5
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of of Beneficial Title of Percent of of Voting
Beneficial Owner Ownership (1) Class Class (2) Power
- ---------------------------- ----------------- --------- ---------- --------
<S> <C> <C> <C> <C>
David Chui (2) 447,400 (3) Common 17.5% 10.2%
Joseph K. Lau 1,000 Common * *
Richard Sigman 10,500 Common * *
Bruce Anderson 10,000 Common * *
James Pierpont 2,100 Common * *
Richard J. Mick 27,500 Common 1.1% *
Jack Reiff 10,000 Common * *
James B. McCarthy 0 - - -
Norman S.W. Chui 447,400 (3) Common 17.5% 10.2%
Rhine Investment Holdings
Co. Ltd. (2) 918,750 (3) Common 36.0% 21.0%
Rhine Jewellery Limited (2) 3,644,880 Preferred 100.0% 41.6%
White Angel Holdings
Limited (2) 447,400 Common 17.5% 10.2%
All executive officers and
directors as a group (9 508,500 Common 19.9% 11.6%
persons) 3,644,880 Preferred 100.0% 41.6%
</TABLE>
- ------------------------
* Less than 1%
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock and Preferred Stock shown as
beneficially owned by them, subject to community property laws, where
applicable, and the information contained in the footnotes to the table.
(2) Address is 2/F, One Harbourfront, 18 Tak Fung Street, Hunghom, Hong Kong.
(3) All shares of Common Stock and Preferred Stock indicated are held of record
by Rhine Investment Holdings Company Limited and Rhine Jewellery Limited,
respectively. Rhine Jewellery Limited is a wholly-owned subsidiary of Rhine
Investment Holdings Company Limited. Rhine Investment Holdings Company
Limited is wholly-owned by Rhine Holdings Limited which is owned in part by
a series of trusts, including a trust for the benefit of David Chui, and
Norman Chui which owns approximately 48.7% of the outstanding securities of
Rhine Holdings Limited. White Angel Holdings Ltd. Has the power to vote and
dispose of the shares held by these trusts. David Chui and Norman Chui may
be deemed to hold, but hereby disclaim, beneficial ownership of all
securities of the Company held by Rhine Investment Holdings Company Limited
and Rhine Jewellery Limited. However, the table above reflects any possible
beneficial ownership as well as the holdings of White Angel Holdings Ltd.
because the ownership of 48.7% of the stock of Rhine Holdings gives the
Chui family absolute control of the Company.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names, ages and offices of the present
executive officers of the Company. The periods during which such persons have
served in such capacities are indicated in the description of business
experience of such persons below. Information with respect to non-employee
directors is set forth in the section of this Proxy Statement captioned
"Election of Directors - Nominees for Election".
6
<PAGE>
Name and Age Office
- ------------ ------
David F. Chui (56)....... Chairman of the Board
Bruce Anderson (45)...... President, Chief Executive Officer and Director
Joseph K. Lau (49)....... Senior Vice President, Secretary, Chief Operating
Officer and Director
Richard W. Sigman (57)... Vice President - Finance, Chief Financial Officer and
Director
Richard J. Mick (56)..... Vice President and Director
Directors are elected on an annual basis. The present terms for each
director will expire at the next annual meeting of shareholders or at such time
as a successor is duly elected. Officers serve at the discretion of the Board of
Directors. Bruce Anderson and Richard Sigman have entered into Employment
Agreements with the Company which expire on July 1, 2001 and December 31, 1998,
respectively.
Executive Officers
David F. Chui co-founded Imperial World in 1975 and has served as Chairman
of the Board of Directors since inception. Mr. Chui has 30 years of experience
in the jewelry industry and is presently the Chairman and President of Rhine
Holdings Limited. He was the associate chairman of the Hong Kong Jewellery
Manufacturers Association for 1992/1993 and was awarded with a National
Entrepreneur of the Year Award in 1990 by the Institute of American
Entrepreneurs.
Bruce Anderson joined the Company on July 1, 1996 as President, Chief
Executive Officer and Director. For the 13 years prior to joining the Company,
Mr. Anderson served as Vice President of Marketing and Sales for Donald Bruce
and Co., in Chicago, Illinois, a wholesale jewelry distributor.
Joseph K. Lau joined the Company in November, 1982 and was elected Senior
Vice President, Chief Operating Officer, Secretary and Director in February,
1986. For the 11 years prior to joining the Company, he held a management
position in the restaurant industry and owned a trading company in Hong Kong.
Richard W. Sigman joined the Company in March, 1994 as Vice
President-Finance, Chief Financial Officer and Director. For the 22 years prior
to joining the Company, Mr. Sigman served as the Chief Financial Officer and/or
the Chief Executive Officer of various privately held companies as well as a
self-employed Financial Consultant. Prior thereto, Mr. Sigman was employed by
Arthur Andersen & Co.
Richard J. Mick joined the Company in February, 1996 as Vice President and
Director. For the six years prior to joining the Company, Mr. Mick was President
of Ronald C. Mick Company, a sales and marketing firm selling jewelry and
related products. Prior thereto, Mr. Mick was employed by J.C. Penny, Inc. for
26 years.
Other Key Persons
Ted Woyslaw joined the Company as President of its DACO Manufacturing Ltd.
subsidiary effective with the acquisition of DACO in July 1995. Mr. Woyslaw
served as President of DACO for the five years prior to its acquisition by the
Company.
David Wong joined the Company as Vice President of DACO effective in July
1995. Mr. Wong served as Vice President of DACO for the five years prior to its
acquisition by the Company.
7
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
There are no transactions involving the Company and its officers and
directors directly, other than those of employer/employee. The Company does,
however, purchase products from an affiliate, Rhine Jewellery Limited ($7.5
million in 1995 and $4.6 million in 1996). The Company believes that such
transactions are on terms at least as favorable as those obtainable from
unaffiliated third parties. Additionally, Rhine Jewellery Limited, a corporation
under common control, holds 3,644,880 shares of Preferred Stock of the Company.
This Preferred Stock was received in exchange for a promissory note of
$3,644,880 which was payable to Rhine Jewellery. Such Preferred Stock is
entitled to one-half vote per share.
All transactions between the Company, its officers, directors, principal
shareholder or affiliates, whether presently existing are, or in the future will
be, in the belief of management, on terms no less favorable to the Company than
may be obtained from unaffiliated third parties.
The Company and certain of its Hong Kong affiliates engage in overlapping
businesses. The Company and the other members of the Rhine Holdings affiliated
group have entered into an agreement to market in non-competing geographic
areas.
There are several family relationships existing among the management and
key personnel of the Company. David F. Chui is the father of Norman S.W. Chui
and brother-in-law of Joseph K. Lau. Although these persons owe a fiduciary duty
to the Company and its shareholders, there can be no assurance that family
relationships and considerations will not at times take precedence over the
Company's interests.
Other than the elections to office, no director, nominee for director,
executive officer or associate of any of the foregoing persons has any
substantial interest, direct or indirect, by security holdings or otherwise, in
any matter to be acted upon at the Annual Meeting.
INDEPENDENT AUDITORS
(Proxy Proposal No. 2)
The shareholders will be asked to ratify the appointment of Ernst & Young,
LLP as independent auditors of the books and accounts of the Company for the
year ending December 31, 1997. Such ratification will require the favorable vote
of the holders of a majority of the shares of Capital Stock present and voting
in person or by proxy, at the Annual Meeting. Ernst & Young, LLP served as the
Company's independent auditors in 1996.
Representatives of Ernst & Young, LLP will be present at the Annual
Meeting, will be afforded an opportunity to make a statement, and will be
available to respond to appropriate inquiries from shareholders.
COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose in this Proxy Statement
any failure to file by these dates during 1996. All of the filing requirements
were satisfied on a timely basis in 1996. In making these disclosures, the
Company has relied solely on written statements of its directors, executive
officers and shareholders and copies of the reports that they filed with the
Commission.
8
<PAGE>
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
In order for shareholder proposals to be included in the Company's Proxy
Statement and proxy relating to the Company's 1998 Annual Meeting of
Shareholders, such proposals must be received by the Company at its principal
executive offices not later than April 1, 1998.
EXPENSES OF SOLICITATION
All of the expenses of soliciting proxies from shareholders, including the
reimbursement of brokerage firms and others for their expenses in forwarding
proxies and proxy statements to the beneficial owners of the Company's Common
Stock, will be borne by the Company.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the Annual Meeting and has not been informed that any other matters are to be
presented by others. In the event any other matters properly come before the
Annual Meeting, the persons named in the enclosed form of proxy will vote all
such proxies in accordance with their best judgement on such matters.
Whether or not you are planning to attend the Annual Meeting, you are urged
to complete, date and sign the enclosed proxy and return it in the enclosed
stamped envelope at your earliest convenience.
By Order of the Board of Directors
Joseph K. Lau
Secretary
Westmont, Illinois
November 25, 1997
9
<PAGE>
IWI HOLDING LIMITED
Oakmont Centre
1010 Executive Court, Suite 300
Westmont, Illinois 60559
Proxy for Annual Meeting of Shareholders
to be held on December 19, 1997
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Bruce Anderson as Proxy with full power of
substitution in the name, place and stead of the undersigned to vote at an
Annual Meeting of Shareholders (the "Meeting") of IWI Holding Limited, a British
Virgin Island corporation (the "Company"), on December 19, 1997, at 10:00 a.m.,
or at any adjournment or adjournments thereof, in the manner designated below,
all of the shares of the Company's common stock that the undersigned would be
entitled to vote if personally present.
1. Granting authority to vote for the election as directors of the Company the
following nominees: David F. Chui; Bruce Anderson; Joseph K. Lau; Richard
W. Sigman; Richard J. Mick; James W. Pierpont; Norman S.W. Chui; and James
B. McCarthy.
FOR ALL NOMINEES LISTED ABOVE WITHHOLD AUTHORITY FOR ALL
----- ------NOMINEES LISTED ABOVE
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name.)
2. Proposal to ratify the appointment of Ernst & Young, L.L.P., as independent
auditors of the books and accounts of the Company for the year ending
December 31, 1997.
FOR ABSTAIN AGAINST
----- ----- -----
3. In their discretion, the Proxy is authorized to vote upon such other
business as may properly come before the Meeting or any adjournments
thereof.
(Please sign on reverse side)
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR THE
ELECTION OF ALL NOMINEES AS DIRECTORS.
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as an attorney, executor, administrator,
trustee, guardian, or corporate officer,
please indicate the capacity in which
signing.
Date: , 1997
-----------------------------
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
