SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14a-12
Telscape International, 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)(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:
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>
TELSCAPE INTERNATIONAL, INC.
4635 SOUTHWEST FREEWAY, SUITE 800
HOUSTON, TEXAS 77027
MAY 19, 1997
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Telscape International, Inc. on June 16, 1997. The meeting will begin at 9:00
a.m. at 4635 Southwest Freeway, Suite 800, Houston, Texas 77027.
Information regarding each of the matters to be voted upon at the Annual
Meeting is contained in the attached Proxy Statement. We urge you to read the
Proxy Statement carefully. The Proxy Statement is being mailed to all
shareholders on or about May 19, 1997.
Because it is important that your shares be voted at the Annual Meeting,
whether or not you plan to attend in person we urge you to complete, date and
sign the enclosed proxy card and return it as promptly as possible in the
accompanying envelope. If you are a shareholder of record and do attend the
Annual Meeting and wish to vote your shares in person, even after returning your
proxy, you still may do so.
We look forward to seeing you in Houston on June 16, 1997.
Very truly yours,
/s/ E. SCOTT CRIST /s/ MANUEL LANDA
E. Scott Crist Manuel Landa
President and CEO Chairman of the Board
<PAGE>
TELSCAPE INTERNATIONAL, INC.
4635 SOUTHWEST FREEWAY, SUITE 800
HOUSTON, TEXAS 77027
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1997
As a shareholder of Telscape International, Inc. (the "Company"), you are
hereby given notice of and invited to attend in person or by proxy the Annual
Meeting of Shareholders of the Company to be held at 4635 Southwest Freeway,
Suite 800, Houston, Texas 77027 on Monday, June 16, 1997 at 9:00 a.m. for the
following purposes:
1. To elect six directors for a one year term and until their successors are
duly elected and shall qualify.
2. To ratify the selection of BDO Seidman, LLP as the Company's independent
public accountants.
3. To transact such other business as may properly come before the meeting and
any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 30, 1997
as the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at such meeting and adjournment(s) thereof.
Only shareholders of record at the close of business on the Record Date are
entitled to notice of and to vote at such meeting. The transfer books will not
be closed.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, MANAGEMENT RESPECTFULLY
REQUESTS THAT YOU DATE, EXECUTE AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE
ENCLOSED STAMPED ENVELOPE FOR WHICH NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
By order of the Board of Directors
Todd M. Binet, Secretary
Houston, Texas
May 19, 1997
YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
TELSCAPE INTERNATIONAL, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 16, 1997
TO OUR SHAREHOLDERS:
This Proxy Statement is furnished to shareholders of Telscape
International, Inc. (the "Company") for use at the Annual Meeting of
Shareholders on June 16, 1997, or at any adjournment or adjournments thereof
(the "Annual Meeting"), for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The enclosed proxy is solicited on behalf of the
Board of Directors of the Company and is subject to revocation at any time prior
to the voting of the proxy (as provided herein). The record of shareholders
entitled to vote at the Annual Meeting was taken at the close of business on
April 30, 1997 (the "Record Date"). The approximate date on which this Proxy
Statement and the enclosed proxy are first being sent to shareholders is May 19,
1997. The principal executive offices of the Company are located at 4635
Southwest Freeway, Suite 800, Houston, Texas 77027.
The Annual Meeting has been called to consider and take action on the
following proposals: (i) to elect six directors to serve on the Board of
Directors for a one year term and until their successors have been duly elected
and shall qualify; (ii) to ratify the selection of BDO Seidman, LLP as the
Company's independent public accountants; and (iii) to transact such other
business as may properly come before the Annual Meeting. The Company's Board of
Directors has taken unanimous affirmative action with respect to each of the
foregoing proposals and recommends that the shareholders vote in favor of each
of the proposals.
VOTING REQUIREMENTS
As of the Record Date, there were issued and outstanding 3,935,969 shares
of Common Stock ($.001 par value per share), each of which is entitled to one
vote, and 380,000 shares of Series B Non-Voting, Non-Participating Preferred
Stock, $.001 par value per share (the "Series B Preferred Stock"), none of which
is entitled to vote. Only holders of record of shares of Common Stock as of the
close of business on the Record Date will be entitled to vote at the Annual
Meeting. Holders of the Series B Preferred Stock are not entitled to vote. The
accompanying form of proxy is designed to permit each shareholder of record at
the close of business on the Record Date to vote in the election of directors
and on the proposals described in this Proxy Statement. The form of proxy
provides space for a shareholder (i) to vote in favor of or to withhold voting
for the nominees for the Board of Directors, (ii) to vote for or against each
proposal to be considered at the Annual Meeting or (iii) to abstain from voting
on any proposal other than the election of director if the shareholder chooses
to do so. The election of directors will be decided by a plurality of the votes
cast. Pursuant to the Company's Articles of Incorporation, the affirmative vote
of a majority of the shares entitled to vote, if a quorum is present, is
required for action on all other matters.
The holders of a majority of all of the shares of stock entitled to vote
at the Annual Meeting, present in person or by proxy, will constitute a quorum
for the transaction of business at the Annual Meeting. If a quorum should not be
present, the Annual Meeting may be adjourned from time to time until a quorum is
obtained. Shares as to which authority to vote has been withheld with respect to
the election of any nominee for director will not be counted as a vote for such
nominee. Abstentions and broker nonvotes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
and broker nonvotes are not counted as an affirmative vote for purposes of
determining whether a proposal has been approved thereof.
When a signed proxy is returned with choices specified with respect to
voting matters, the shares represented are voted by the proxies designated on
the proxy in accordance with the shareholder's instructions. The proxies for the
shareholders are Todd M. Binet and E. Scott Crist. If a signed proxy is returned
and the shareholder has made no specifications with respect to voting matters,
the shares will be voted for the election of six nominees for director and in
favor of all the proposals described in this Proxy Statement and, at the
discretion of the proxies, on any other matter that may properly come before the
Annual Meeting or any adjournment.
Proxies given by shareholders of record for use at the Annual Meeting may
be revoked at any time prior to the exercise of the powers conferred. In
addition to revocation in any other manner permitted by law, shareholders of
record giving a proxy may revoke the proxy by an instrument in writing, executed
by the shareholder or his attorney authorized in writing or, if the shareholder
is a corporation, under its corporate seal, by an officer or attorney thereof
duly authorized, and deposited either at the corporate headquarters of the
Company at any time up to and including the last business day preceding the day
of the annual meeting, or any adjournment thereof, at which the proxy is to be
used, or with the chairman of such Annual Meeting on the day of the Annual
Meeting or adjournment thereof, and upon either of such deposits the proxy is
revoked.
As of the Record Date, all of the present directors, as a group of six
persons, owned beneficially 2,040,200 shares (48% of the total outstanding
shares) and all of the present directors and executive officers of the Company,
as a group of six persons, owned beneficially 2,040,200 shares (48% of the total
outstanding shares) of the Common Stock of the Company. To the knowledge of
management, as of the Record Date, the only executive officers, directors and
nominees for director who owned beneficially five percent or more of the
Company's outstanding shares of Common Stock were E. Scott Crist, Manuel Landa,
Oscar Garcia and Ricardo Orea.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. The Company may reimburse brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute the proxies.
The Company's Annual Report on form 10-KSB for the fiscal year ended
December 31, 1996, including audited financial statements, will accompany the
mailing to shareholders of this Proxy Statement.
INTEREST OF OFFICERS AND DIRECTORS
IN MATTERS TO BE ACTED UPON
Officers or directors of the Company have a substantial interest in one of
the matters to be acted upon at the Annual Meeting. Each of the director
nominees has been nominated for re-election or election to the office of
director for a term of one year.
<PAGE>
PROPOSAL ONE
THE ELECTION OF SIX DIRECTORS FOR A ONE-YEAR TERM AND UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND SHALL QUALIFY
Six directors are proposed to be elected at the Annual Meeting. Each
director will serve until the next Annual Meeting of shareholders or until a
successor shall be elected and shall qualify. Proxies in the accompanying form
will be voted for the nominees, except where authority is withheld by the
shareholder. The election of directors will be decided by a plurality of votes
cast.
The nominees for directors are Todd M. Binet, E. Scott Crist, Oscar
Garcia, Darrel O. Kirkland, Manuel Landa, and Ricardo Orea. All nominees are
presently members of the Board of Directors.
In January 1997, Christopher Efird resigned as a director. In March 1997,
Gary Panno resigned as a director.
If any of the nominees should become unable to accept election, the
persons named in the proxy may vote for such other person or persons as may be
designated by the Board of Directors. Management has no reason to believe that
any of the nominees will be unable to serve.
Information with respect to nominees is set forth in the section of this
Proxy Statement titled "Management."
THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE FOR EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.
PROPOSAL TWO
TO RATIFY THE SELECTION OF BDO SEIDMAN, LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee,
has concluded that the engagement of BDO Seidman, LLP as the Company's
independent public accountants would be in the Company's best interest. The
Board of Directors recommends that shareholders ratify its decision to engage
BDO Seidman, LLP for the fiscal year ended December 31, 1997. Representatives of
BDO Seidman, LLP are expected to be present at the Annual Meeting and to be
available to answer appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO RATIFY
THE SELECTION OF BDO SEIDMAN, LLP AND, UNLESS MARKED TO THE CONTRARY, PROXIES
RECEIVED FROM SHAREHOLDERS WILL BE VOTED IN FAVOR OF THE PROPOSAL.
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
directors and executive officers of the Company.
NAME AGE PERIOD WITH COMPANY POSITION
E. Scott Crist (1) 33 August 1996 to Present Director; President
and CEO
Manuel Landa (1) 36 May 1996 to Present Chairman of the Board;
Director and EVP of
Operations;
President and CEO of
Telereunion and of
Vextro
Oscar Garcia (2) 36 May 1996 to Present Director; VP of
Telereunion; VP of
Operations of Vextro
Ricardo Orea 36 May 1996 to Present Director; VP of
Telereunion; VP of
Sales and Marketing
of Vextro
Todd M. Binet (2) 32 January 1997 to Present Director; EVP,
Secretary, Treasurer
and Chief Financial
Officer
Darrel O. Kirkland (1)(2) 57 March 1996 to Present Director
- -----------------
(1) Member of the Compensation Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
BUSINESS EXPERIENCE
E. SCOTT CRIST has served as President and CEO of the Company since August
1996. Mr. Crist served as President of Orion Communications, Inc., a reseller of
long distance and internet access services, from June 1996 to September 1996. He
was President and CEO for Matrix Telecom, a long-distance company, from
September 1995 through June 1996. He also was a founder of DNS Communications, a
long-distance reseller, in May 1993 and served as its CEO from inception through
September 1995. He was formerly Vice President of Acquisitions for Trammell Crow
Group from March 1991 to January 1993 with specific focus on U.S. capital market
transactions. Prior to joining Trammell Crow, Mr. Crist worked in acquisitions
for AMLI Corporation of Chicago, an investment company, from August 1990 to
January 1991 and was responsible for sourcing and underwriting income-producing
assets on behalf of the firm's institutional clients. Prior to that, he worked
from June 1986 to September 1988 in New York as a strategy consultant for KSM,
Inc., where he was responsible for investigating competitive business situations
for Fortune 200 technology companies. In addition, he was a design engineer for
IBM corporation in Research Triangle, North Carolina. Mr. Crist has an MBA from
the J. L. Kellogg School at Northwestern University, and received a B.S. magna
cum laude in Electrical Engineering with emphasis on telecommunications design
from North Carolina State University.
MANUEL LANDA has been a member of the Board of Directors of the Company
since May 1996. Mr. Landa is a co-founder of Telereunion and has been President
of Vextro since 1989, and has also been President, CEO and a Director of
Telereunion since August 1995. From 1986 until he joined Telereunion, Mr. Landa
served as Export Sales Manager for Condumex, the largest Mexican manufacturer of
electrical products with exports to the USA, Canada, Latin America and Europe.
Also within Condumex (1984-1986), Mr. Landa was in charge of the Insulating
Materials Division as Plant Manager. Prior to that (1983-1984), Mr. Landa worked
for Philips, a Dutch company in the consumer and industrial electronics
business, serving as Design Engineer for its Industrial Audio-Video Division.
From 1981 to 1983, Mr. Landa occupied the position of Project Engineer for
IPESA, a Mexican construction and engineering firm, with projects in the
petrochemical, industrial and touristic sectors of Mexico. Manuel Landa received
an undergraduate degree in Electronic and Communications Engineering (1984) from
La Salle University in Mexico City, and has a diploma in Total Quality
management from the Instituto Tecnologico de Estudios Superiores Monterrey
(1986).
OSCAR GARCIA has been a member of the Board of Directors of the Company
since May 1996. Mr. Garcia is a co-founder of Vextro and Telereunion and has
been Vice President of Operations since 1988 for Vextro, and a Director of
Telereunion since August 1995. From 1987 until he co-founded Vextro, Mr. Garcia
served as Engineering Manager for Infosistemas, at that time the exclusive AT&T
telephone equipment distributor in Mexico. From January 1986 to May 1987 Mr.
Garcia was Sales Support Manager for Macrotel de Mexico SA de CV, a subsidiary
of Macrotel, Inc., a Florida telephone key systems company with exports to
Mexico and Latin America. From January 1983 until April 1986 Mr. Garcia held the
position of design engineer for the R&D department of GTE, the leading U.S.
telecommunications company involved at that time in PBX and KSU manufacturing in
Mexico. Mr. Garcia holds an undergraduate degree in Electronic and
Communications Engineering (1984) from La Salle University in Mexico City, a
diploma in Marketing form La Salle University (1986) and is currently obtaining
a diploma in Business Administration from Berkley University in Mexico City.
RICARDO OREA has been a member of the Board of Directors of the Company
since May 1996. Mr. Orea is a co-founder of Vextro and Telereunion and has been
Vice President of Sales and Marketing since 1988 for Vextro, and a Director of
Telereunion since August 1995. Prior to joining Vextro, Mr. Orea was Electronic
Control Systems Plant Manager for Asea Brown Boveri (ABB), a Swedish electrical
control and switchgear equipment manufacturer from 1985 to 1988. From April 1982
to June 1985, Mr. Orea worked for GTE in the Purchasing and Logistics Department
as System Integrator and Supplier Development Manager. From 1979 to 1982, he was
Technical Service Manager for MISA, a Mexican computer mainframes and
telecommunications maintenance service company which served major financial
accounts and universities. Mr. Orea received an undergraduate degree in
Electronic and Communications Engineering (1984) form La Salle University in
Mexico City and has a diploma in Business Administration from Berkley University
in Mexico City (1994).
TODD M. BINET has been Executive Vice President and CFO since January 1997
and a member of the Board of Directors since March 1997. Mr. Binet has over 10
years of business and management experience. Just prior to joining the Company,
he was an officer and director of St. James Capital Corp., which served as the
general partner to St. James Capital Partners, a merchant banking fund. Prior to
his involvement with St. James, he was Treasurer and Corporate Counsel for Alamo
Group Inc., an international company listed on the New York Stock Exchange. Mr.
Binet received a B.B.A. in finance from Southern Methodist University and
graduated Cum Laude. He also received an M.B.A. from the Wharton School of
Business and a J.D. from the University of Pennsylvania law school. Mr. Binet
also holds a license to practice law with the State of Texas, although such
license is currently inactive.
DARREL O. KIRKLAND has been a member of the Board of Directors of the
Company since March 1996. Mr. Kirkland is a principal consultant with Kirkland &
Associates, a management consulting firm specializing in telecommunications. A
registered Professional Engineer, Mr. Kirkland has many years experience in long
distance, microwave, wireless, fiber and local transmission services. He has
held general management and marketing positions with MCI Air Signal, CPI
Microwave and Discovery Communications. Current and recent clients include MCI,
Skytel, IXC Communications, Prime Cable and Winstar Wireless. Mr. Kirkland holds
degrees from the University of Texas (BBA) and the University of Houston (MS,
Industrial Engineering).
To the best of the Company's knowledge, there are no material proceedings
to which any current director, officer or affiliate of the Company, any owner of
record or beneficially of more than five percent of any class of voting
securities of the Company or any associate of any such director, officer,
affiliate of the Company or security holder is a party adverse to the Company or
any of its subsidiaries or has a material interest adverse to the Company or any
of its subsidiaries.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the NASDAQ. Executive
officers, directors and greater than 10% stockholders are required by certain
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of Forms 3 and 4, as furnished to
the Company, pursuant to the Exchange Act during its most recent fiscal year,
and Forms 5 with respect to its most recent fiscal year, it is the Company's
belief that any such forms required to be filed pursuant to Section 16(a) of the
Exchange Act were timely filed, as necessary by the officers, directors and
security holders required to file the same during the fiscal year ended December
31, 1996, except that Forms 5 for Manuel Landa, Oscar Garcia and Ricardo Orea,
although subsequently filed, were not filed on a timely basis. Each of Messrs.
Landa, Garcia and Orea had two transactions that were not timely reported.
CERTAIN INFORMATION RELATING TO THE BOARD OF DIRECTORS AND COMMITTEES OF THE
BOARD
The Board of Directors of the Company held nine formal meetings during
1996. The Board of Director's Compensation Committee held no formal meetings
during the year. The function of the Audit Committee is performed by the Board
of Directors as a whole, including the review of internal auditing procedures
and the adequacy of internal controls. Each of the directors who are nominated
in the Proxy Statement and who served during 1996 as a director or as a member
of the Compensation Committee attended all of the Board and Committee Meetings
held in 1996 during the period in which they served as a director, except Mr.
Kirkland who attended six of the seven meetings held while he was a director.
The Compensation Committee establishes compensation and incentives for the
Company's executive officers and administers the Company's incentive
compensation and benefit plans. The Board of Directors does not have a standing
committee or any other committee performing a similar function. The function
customarily attributable to a nominating committee is performed by the Board of
Directors as a whole.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid for
services rendered to the Company during the last three fiscal years by the
Company's Chief Executive Officer who served as such during the 1996 fiscal
year.
<TABLE>
<CAPTION>
--------------------------------------------
Long-Term Compensation
------------------------------------------------------------------------------------
Annual Compensation(1) Awards Payouts
- --------------------------------------------------------------------------------------------------------
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL COMPEN- AWARDS OPTIONS/ PAYOUTS COMPEN-
POSITION Year Salary ($) Bonus ($) sation ($) ($)(2) SARs (#) (#) sation ($)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Scott Crist, CEO 1996 14,423 - - - 350,000 - -
(8/96 to Present)
- --------------------------------------------------------------------------------------------------------
Gary Panno, CEO 1996 55,000 - - - 50,000(3) - 5,000(3)
(3/96 to 8/96)
- --------------------------------------------------------------------------------------------------------
Kris Murthy, CEO 1996 24,000 - - - - - 87,384(4)
(6/95 to 2/96) 1995 96,000 - - - 50,000 - -
1994 76,000 40,000 - - - - -
- --------------------------------------------------------------------------------------------------------
Dal Berry, CEO 1995 33,000 - - - - - -
(until 6/95) 1994 68,000 - - - - - -
========================================================================================================
</TABLE>
- -----------------------
(1) Each of the Company's chief executive officers received perquisites
and other personal benefits in addition to salary and bonuses. The aggregate
amount of such perquisites and other personal benefits, however, does not exceed
the lesser of $50,000 or 10 percent of the total of the annual salary and bonus
reported for any of the chief executive officers for each of the reported years.
(2) The number and value of aggregate restricted stock holdings for
Messrs. Crist, Panno, Murthy and Berry at the end of the last fiscal year, based
on the closing price of the Common Stock on NASDAQ on December 31, 1996, were 0,
0, 49,859 and 132,440 shares, respectively with a value of $0, $0, $155,809 and
$413,875, respectively (without giving effect to the consideration paid by the
named executive officer).
(3) See discussion of Employment Agreements below. Also, in connection
with the Company's obligations under Mr. Panno's employment agreement described
below, the Company paid Mr. Panno $5,000 for the time period between his
resignation as Chief Executive Officer and the end of fiscal year 1996.
(4) In connection with the severance agreement and consulting agreement
between the Company and Mr. Murthy, both as described below, the Company paid a
lump sum of $50,000 and $37,348 (over several months), respectively, to Mr.
Murthy.
<PAGE>
The following table sets forth certain information with respect to options
granted during the last fiscal year to each Chief Executive Officer named in the
above Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1996)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Scott Crist 350,000 29.9 4.50 8/1/2006
- -----------------------------------------------------------------------------------------------------------
Gary Panno 50,000 4.3 3.00 3/21/2002
- -----------------------------------------------------------------------------------------------------------
Kris Murthy - - - -
- -----------------------------------------------------------------------------------------------------------
Dal Berry - - - -
- -----------------------------------------------------------------------------------------------------------
</TABLE>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
The following table sets forth certain information with respect to options
exercised during fiscal 1996 by each Chief Executive Officer named in the
Summary Compensation Table, and with respect to unexercised options held by such
persons at the end of fiscal 1996.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY
OPTIONS/SARS OPTIONS/SARS AT
SHARES ACQUIRED AT FY-END (#) FY-END ($) (1)
ON EXERCISE (#) VALUE EXERCISABLE/ EXERCISABLE/
NAME REALIZED($) UNEXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Scott Crist 0 0 0 / 350,000 0 / 0
- -----------------------------------------------------------------------------------------------------
Gary Panno 0 0 50,000 / 0 6,250 / 0
- -----------------------------------------------------------------------------------------------------
Kris Murthy 0 0 66,205 / 0 81,427 / 0
- -----------------------------------------------------------------------------------------------------
Dal Berry 0 0 16,205 /0 37,677 / 0
- -----------------------------------------------------------------------------------------------------
</TABLE>
- -------------------
(1) The calculations of the value of unexercised options are based on the
difference between the closing price of $3.125 per share on NASDAQ of the Common
Stock on December 31, 1996, and the exercise price of each option, multiplied by
the number of shares covered by the option.
Compensation of Directors
Directors are reimbursed for their ordinary and necessary expenses
incurred in attending meetings of the Board of Directors or a committee thereof.
The Company pays directors who are not also employees of the Company $500 for
each meeting of the Board of Directors they attend. Directors of the Company are
eligible to participate in the Company's 1996 Stock Option and Appreciation
Rights Plan.
<PAGE>
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. E. Scott Crist,
effective August 1, 1996, which agreement provides that Mr. Crist will serve as
President and Chief Executive Officer. The agreement terminates on the third
anniversary thereof unless sooner terminated. The agreement provides that Mr.
Crist will be entitled to receive annual compensation of $95,000 and options to
purchase 350,000 shares of Common Stock at $4.50 per share, vesting one-third
each year commencing August 1, 1997, as set forth above. In addition, Mr. Crist
will be entitled to a bonus determined by the Board of Directors based on
individual and Company performance.
The Company entered into an employment agreement with Mr. Gary Panno,
effective as of April 1, 1996, which agreement provided that Mr. Panno would
serve as President and Chief Executive Officer or other executive position. Upon
the hiring of Mr. Crist, Mr. Panno stepped down as President and Chief Executive
Officer; however, he remained as Chairman of the Board and the agreement
remained in effect. Under the terms of the agreement, termination occurs on
March 31, 1998, unless earlier terminated by the Company for cause. The
agreement provides that Mr. Panno will be entitled to receive annual
compensation of $60,000 and an option to purchase 80,000 shares of Common Stock
at $5.125 per share. As of March 3, 1997, the Company reached a mutual agreement
with Mr. Panno to terminate his employment agreement. As part of this mutual
agreement the Company paid Mr. Panno through December 31, 1996.
Contemporaneously with this mutual termination, Mr. Panno stepped down as a
member of the Board of Directors of the Company. On or about March 20, 1997, the
Company and Mr. Panno reached an agreement whereby Mr. Panno agreed to reduce
his options to 50,000 shares in return for the Company reducing the strike price
to $3.00 per share.
SEVERANCE AND CONSULTING AGREEMENTS
In connection with the resignation by Mr. Murthy as Chairman and CEO of
the Company, the Company and Mr. Murthy entered into a severance agreement and
an agreement for consulting services each dated February 29, 1996. In connection
with the severance agreement, Mr. Murthy was granted a warrant for the purchase
of 150,000 shares of Common Stock at a purchase price of $2.94 per share and was
paid the sum of $50,000 in cash.
The consulting agreement with Mr. Murthy was effective March 1, 1996, and
continues for a period of two years until and including February 28, 1998. In
consideration for the services rendered by Mr. Murthy, the Company has agreed to
pay him $4,166.67 per month for the term of the agreement.
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of May 10, 1997,
with respect to the beneficial ownership of Common Stock by each director, each
executive officer included in the Summary Compensation Table, the directors and
executive officers as a group and each shareholder known to management to own
beneficially more than 5% of the Common Stock. Unless otherwise noted, the
persons listed below have sole voting and investment power with respect to such
shares. In addition to the Common Stock set forth below, Manuel Landa, Oscar
Garcia and Ricardo Orea beneficially own 126,666, 126,667, and 126,667 shares of
Series B Non-Voting, Non-Participating Preferred Stock, respectively.
Name and Number of Shares Percentage
Address Beneficially Owned Beneficially Owned
- ------- ------------------ ------------------
Gary Panno 104,758(1) 2.3%
2944 Parr Lane
Grapevine, TX 76051
E. Scott Crist 563,500(2) 12.4%
4635 Southwest Freeway, Suite 800
Houston, Texas 77027
Manuel Landa 460,000(3)(4) 10.1%
c/o Telereunion, Inc., Moras No. 430
Col. Del Valle, Del Benito Juarez
03100 Mexico, D.F.
Oscar Garcia 460,000(4)(5) 10.1%
c/o Telereunion, Inc., Moras No. 430
Col. Del Valle, Del Benito Juarez
03100 Mexico, D.F.
Darrel Kirkland 10,000(6) *
803 Forest View
Austin, TX 78746
Ricardo Orea 460,000(4)(7) 10.1%
c/o Telereunion, Inc., Moras No. 430
Col. Del Valle, Del Benito Juarez
03100 Mexico, D.F.
S.P. Krishna Murthy 266,063(8) 5.8%
4604 Cresthaven
Colleyville, TX 76034
W. Dal Berry 158,645(9)(10) 3.5%
7623 Queens Garden
Dallas, TX 75248
<PAGE>
Name and Number of Shares Percentage
Address Beneficially Owned Beneficially Owned
- ------- ------------------ ------------------
Todd M. Binet 86,700(11) 1.7%
4635 Southwest Freeway, Suite 800
Houston, Texas 77027
All directors and executive
officers as a group (9 persons) 2,569,665(12) 56.6%
- -------------------
* Less than 1%
(1) A portion of such shares and options have been deposited into escrow.
See "Escrow Agreement." Includes options to purchase 50,000 shares of Common
Stock at $3.00 per share all of which are presently exercisable.
(2) Excludes shares of Common Stock issuable upon exercise of a Series A
Common Stock Warrant representing the right to purchase 12,500 shares of Common
Stock at $2.19 per share owned directly by Mr. Crist as well as a Series A
Common Stock Warrant representing the right to purchase 300,000 shares of Common
Stock at $2.19 per share held by Delaware Guarantee & Trust Co. F/B/O Mr. Crist.
The Series A Common Stock Warrant will vest and become exercisable, if at all,
upon the Company meeting certain fiscal year earnings per share targets,
computed in accordance with the terms of the Series A Common Stock Warrant as
follows: (i) the Warrant will vest and become fully exercisable as to 40% of the
shares of Common Stock upon the Company's fiscal year earnings equal to at least
$.315 per share; (ii) the Warrant will vest and become fully exercisable as to
an additional 40% of the shares of Common Stock upon the Company's fiscal year
earnings equal to at least $.458 per share; and (iii) the Warrant will vest and
become fully exercisable as to an additional 20% of the shares of Common Stock
upon the Company's fiscal year earnings equal to at least $.75 per share.
Notwithstanding the foregoing, the Warrant will vest and become fully
exercisable as to any shares not vested if, for any ninety (90) consecutive
trading days, the closing price for a share of Common Stock equals or exceeds
$12.00. The Series A Common Stock Warrant lapses on May 16, 2003. Also, excluded
are the shares of Common Stock issuable upon exercise of a Series B Common Stock
Warrant representing the right to purchase 65,000 shares of Common Stock at
$2.19 per share held by Mr. Crist. The Series B Common Stock Warrant will vest
and become exercisable, if at all, upon (i) the Company achieving an increase in
net shareholders equity of the Company of at least $5,000,000, computed in
accordance with the terms of the Series B Common Stock Warrant; or (ii) if for
any ninety (90) consecutive trading days, the closing price for a share of
Common Stock equals or exceeds $12.00. The Series B Common Stock Warrant will
expire on and no longer be exercisable if the condition for vesting is not
satisfied within 18 months following the acquisition of Telereunion and, in any
event, will expire on May 16, 2003. Excludes options to purchase 350,000 shares
of Common Stock at $4.50 per share as such options are not exercisable within
sixty (60) days of this table. Reference is also made to the Schedule 13D filed
with the Securities and Exchange Commission by Mr. Crist on or about February 4,
1997.
(3) Excludes shares of Common Stock issuable upon exercise of a Series A
Common Stock Warrant representing the right to purchase 241,208 shares of Common
Stock at $2.19 per share. Also, excluded are shares of Common Stock issuable
upon exercise of a Series A Common Stock Warrant representing the right of
Willowtree Developments, Ltd., a British Virgin Island entity, ("Willowtree") to
purchase 447,958 shares of Common Stock at $2.19 per share. Mr. Landa is the
beneficial owner of Willowtree. The Series A Common Stock Warrant lapses on May
16, 2003. For the discussion of vesting provisions for the Series A Common Stock
Warrant, please see footnote 2 above. Reference is also made to the Schedule 13D
filed with the Securities and Exchange Commission by Mr. Landa on or about June
4, 1996.
(4) Includes options to purchase 25,000 and 75,000 shares of Common Stock
at $1.35 and $4.875 per share, respectively, all of which options are presently
exercisable.
(5) Excludes shares of Common Stock issuable upon exercise of a Series A
Common Stock Warrant representing the right to purchase 241,208 shares of Common
Stock at $2.19 per share. Also, excluded are shares of Common Stock issuable
upon exercise of a Series A Common Stock Warrant representing the right of
Trafford Park Holdings, Ltd., a British Virgin Island entity, ("Trafford Park")
to purchase 447,959 shares of Common Stock at $2.19 per share. Mr. Garcia is the
beneficial owner of Trafford Park. The Series A Common Stock Warrant lapses on
May 16, 2003. For the discussion of vesting provisions for the Series A Common
Stock Warrant, please see footnote 2 above. Reference is also made to the
Schedule 13D filed with the Securities and Exchange Commission by Mr. Garcia on
or about June 4, 1996.
(6) Includes options to purchase 10,000 shares of Common Stock initially
priced at $4.25 per share, all of which options are presently exercisable. On
March 21, 1997, the Board of Directors reduced the exercise price of Mr.
Kirkland's options from $4.25 to $3.75 per share.
(7) Excludes shares of Common Stock issuable upon exercise of a Series A
Common Stock Warrant representing the right to purchase 241,208 shares of Common
Stock at $2.19 per share. Also, excluded are shares of Common Stock issuable
upon exercise of a Series A Common Stock Warrant representing the right of
Bollington Developments, Ltd., a British Virgin Island entity, ("Bollington") to
purchase 447,959 shares of Common Stock at $2.19 per share. Mr. Orea is the
beneficial owner of Bollington. The Series A Common Stock Warrant lapses on May
16, 2003. For the discussion of vesting provisions for the Series A Common Stock
Warrant, please see footnote 2 above. Reference is also made to the Schedule 13D
filed with the Securities and Exchange Commission by Mr. Orea on or about June
4, 1996.
(8) Includes options to purchase 50,000 shares of Common Stock at $2.25
per share, options to purchase 16,204 shares of Common Stock at $0.80 per share
and a Warrant to purchase 150,000 shares of Common Stock at $2.94 per share, all
of which are presently exercisable. Excludes 5,240 shares of Common Stock held
by Mr. Murthy's adult child of which shares Mr. Murthy disclaims beneficial
ownership. A portion of such shares and options have been deposited into escrow.
See "Escrow Agreement."
(9) Includes options to purchase 16,205 shares of Common Stock at $0.80
per share, all of which options are presently exercisable. A portion of such
shares and options have been deposited into escrow. See "Escrow Agreement."
(10) Includes warrants to purchase 10,000 shares of Common Stock at $8.00
per share, all of which warrants are presently exercisable.
(11) Excludes shares of Common Stock issuable upon exercise of a Series A
Common Stock Warrant representing the right to purchase 26,250 shares of Common
Stock at $2.19 per share. Also, excluded are shares of Common Stock issuable
upon exercise of a Series B Common Stock Warrant representing the right to
purchase 30,000 shares of Common Stock at $2.19 per share. The Series A Common
Stock Warrant and the Series B Common Stock Warrant both expire on and no longer
be exercisable after May 16, 2003. For the discussion of vesting provisions for
the Series A Common Stock Warrant and the Series B Common Stock Warrant, please
see footnote 2 above. Excludes options to purchase 83,333 shares of Common Stock
at $3.25 per share and 166,667 shares of Common Stock at $4.00 per share as such
options are not exercisable within sixty (60) days of this table. Includes
warrants to purchase 3,000 shares of Common Stock at $8.00 per share, all of
which warrants are presently exercisable.
(12) Includes options and warrants to purchase 605,410 shares of Common
Stock, all of which are exercisable within 60 days of the date of this table.
<PAGE>
ESCROW AGREEMENT
Pursuant to the Texas Securities Act of 1957, the Texas State Securities
Commissioner has the discretion to require that an issuer offering and selling
securities to the residents of Texas in a public offering deposit certain
outstanding securities in escrow. In that regard, certain former officers and
directors of the Company, including Gary Panno, Kris Murthy, and Dal Berry, are
parties to a Stock Escrow Agreement (the "Escrow Agreement") dated August 8,
1994. The Escrow Agreement was required by the Texas State Securities
Commissioner as a condition to the registration of securities in Texas in
connection with the Company's initial public offering. The Escrow Agreement
provides that a total of 415,503 shares of Common Stock and 55,779 shares of
Common Stock issuable upon the exercise of options be held in escrow for a
period of not less than two years and not more than ten years. The terms of the
Escrow Agreement provide further that shares held in escrow may be released
provided that the Company attain certain levels of earnings per share during any
two or five consecutive fiscal year periods. In addition, the Escrow Agreement
permits the unconditional release of twenty (20%) percent of the escrowed shares
upon the sixth anniversary of the Escrow Agreement and twenty (20%) percent
every year thereafter until the tenth anniversary of the Escrow Agreement. As of
the date hereof, no shares have been released pursuant to the Escrow Agreement.
The shareholders retain the right to vote the securities and to transfer the
securities among themselves and to related individuals who must become parties
to the agreement.
SHARE ISSUANCES
In May 1996, the Company issued 1,605,000 shares of Common Stock in
accordance with the terms of the Merger and Acquisition Agreement relating to
the Company's acquisition of Telereunion. Common Stock issued pursuant to the
agreement was (i) 126,000 shares to Mr. Manuel Landa and 234,000 shares to
Willowtree, an affiliate of Mr. Landa's, (ii) 126,000 shares to Mr. Ricardo Orea
and 234,000 shares to Bollington, an affiliate of Mr. Orea's and (iii) 126,000
shares to Mr. Oscar Garcia and 234,000 shares to Trafford Park, an affiliate of
Mr. Garcia's, (iv) 459,375 shares to Benchmark Equity Group, Inc. and (v) 65,625
shares to Benchmark Equity Group, Inc. for the account of Mr. Christopher Efird,
a then director of the Company.
In September 1996, the Company issued 400,000 shares of Common Stock in
accordance with the Agreement and Plan of Merger relating to the Company's
acquisition of Orion. Common Stock issued pursuant to the agreement was 130,000
shares to Mr. Scott Crist and 270,000 shares in the aggregate to 22 other
individuals.
<PAGE>
EMPLOYMENT AGREEMENTS
In connection with the acquisition of Telereunion, the Company entered
into employment agreements with each of Messrs. Landa, Garcia and Orea,
effective as of May 14, 1996. The agreements provide, among other things, that
Mr. Landa will serve as President and CEO of Telereunion and that Messrs. Garcia
and Orea will each serve as a vice president of Telereunion. Each agreement
terminates May 14, 1999, unless earlier terminated by Telereunion for cause.
Messrs. Landa, Garcia and Orea are entitled to each receive annual compensation
of $80,000 under his respective agreement.
On January 13, 1997, the Company entered into an employment agreement with
Mr. Binet. The agreement provides, among other things, that Mr. Binet will serve
as Executive Vice President and CFO of the Company. The employment agreement
terminates on January 13, 2000, unless terminated earlier for cause. Mr. Binet
is entitled to an annual compensation of $70,000 under the agreement and a bonus
based on Company and personal performance. As part of the employment agreement,
Mr. Binet was granted an option to purchase 250,000 shares of Common Stock. In
connection with a change in control of the Company that results in Mr. Binet no
longer maintaining the position of Executive Vice President and CFO of the
surviving company, the option becomes immediately exercisable.
PURCHASE OF BENCHMARK STOCK AND EFIRD STOCK BY CRIST AND BINET
On or about January 22, 1997, certain members of management, including
Messrs. Crist and Binet purchased certain of the Company's securities from
Benchmark Equity Group, Inc. ("Benchmark") and Christopher Efird ("Efird"), a
principal of Benchmark and a member of the Company's Board of Directors at the
time of the sale.
Mr. Crist purchased 371,875 and 53,125 shares of Common Stock from
Benchmark and Efird, respectively, for a purchase price of $2.25 per share. Mr.
Crist also purchased, through an affiliate, Series A Warrants from Benchmark and
Efird which give Mr. Crist the right to acquire 262,500 and 37,500 shares of
Common Stock, respectively, provided certain Company performance conditions are
met. The Series A Warrants were purchased for $0.05 per share. In addition, Mr.
Crist purchased Series B Warrants from Benchmark and Efird which gives Mr. Crist
the right to acquire 56,875 and 8,125 shares of Common Stock, respectively,
provided certain Company performance conditions are met. The Series B Warrants
were purchased for $0.04 per share.
Mr. Binet purchased 65,625 and 9,375 shares of Common Stock from Benchmark
and Efird, respectively, for a purchase price of $2.25 per share. Mr. Binet also
purchased Series B Warrants from Benchmark and Efird which gives Mr. Binet the
right to acquire 26,250 and 3,750 shares of Common Stock, respectively, provided
certain Company performance conditions are met. The Series B Warrants were
purchased for $0.04 per share.
<PAGE>
CORTELCO AGREEMENT
The Company and Cortelco have entered into an agreement (the "Cortelco
Agreement") pursuant to which the Company has been granted the right to assemble
and market certain telecommunications products designed by Cortelco exclusively
in Poland and on a non-exclusive basis in the remainder of Eastern Europe. The
Cortelco Agreement requires, among other things, that the Company purchase at
least $1 million per year (before discounts) of products in components from
Cortelco. Although the Company has not been meeting its obligation to purchase
$1 million per year, the Agreement has not been canceled by Cortelco. The
Company believes that it is in compliance with all other material terms of the
Cortelco Agreement, which expires in May 1999.
Under the Cortelco Agreement, amounts owed by the Company to Cortelco for
equipment reduce amounts owed by Cortelco for its investment in DTS/ZWUT. During
the years ended December 31, 1996, 1995, 1994, 1993 and 1992, purchases from
Cortelco totaled $269,005, $198,641, $431,207, $600,936 and $804,702,
respectively, of which $52,555 in 1996, $55,041 in 1995, $113,289 in 1994,
$90,459 in 1993 and $414,787 in 1992 were credited against Cortelco's stock
payment obligation. At December 31, 1995, $76,251 was owed to Cortelco by the
Company for unpaid equipment purchases. On April 20, 1994, Cortelco agreed to
reduce their ownership of DTS/ZWUT from 20 to 10 percent, in exchange for an
$800,000 reduction of equipment credits owed by Cortelco to the Company.
FUTURE TRANSACTIONS
Although the Company intends that the terms of any future transactions and
agreements between the Company and its directors, officers, principal
shareholders or other affiliates will be no less favorable than could be
obtained from unaffiliated third parties, no assurances can be given in this
regard. Any such future transactions that are material to the Company and are
not in the ordinary course of business will be approved by a majority of the
Company's independent and disinterested directors.
SHAREHOLDER PROPOSALS
A proper proposal submitted by a shareholder in accordance with applicable
rules and regulations for presentation at the Company's next annual meeting that
is received at the Company's principal executive office by January 15, 1998 will
be included in the Company's proxy statement and form of proxy for that meeting.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies in the accompanying form will be paid by
the Company. Officers of the Company may solicit proxies by mail, telephone or
telegraph. Upon request, the Company will reimburse brokers, dealers, banks and
trustees, or their nominees, for reasonable expenses incurred by them in
forwarding proxy material to beneficial owners of shares of the Common Stock.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the Annual Meeting other than the matters set forth herein. Should any
other matter requiring a vote of shareholders arise, the proxies in the enclosed
form confer upon the person or persons entitled to vote the shares represented
by such proxies discretionary authority to vote the same in accordance with
their best judgment in the interest of the Company.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY PROMPTLY. YOUR VOTE IS IMPORTANT. IF YOU ARE A
SHAREHOLDER OF RECORD AND ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON,
YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE VOTE.
BY ORDER OF THE BOARD OF DIRECTORS,
TODD M. BINET
SECRETARY
<PAGE>
8888
TELSCAPE INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS OF
TELSCAPE INTERNATIONAL, INC.
ON JUNE 16, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Todd M. Binet and E. Scott Crist and each
or either of them proxies, with power of substitution, to vote all shares of the
undersigned at the Annual Meeting of Shareholders to be held on June 16, 1997 at
9:00 a.m. at 4635 Southwest Freeway, Suite 800, Houston, Texas, or at any
adjournment thereof, upon the matters set forth in the Proxy Statement for such
meeting, and in their discretion, or such other business as may properly come
before the meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
TELSCAPE INTERNATIONAL, INC.
JUNE 16, 1997
A PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
1. TO ELECT SIX FOR THE
DIRECTORS TO SERVE NOMINEES WITHHOLD
FOR ONE YEAR AND LISTED AT RIGHT AUTHORITY
UNTIL THEIR
SUCCESSORS HAVE BEEN [ ] [ ]
DULY ELECTED AND
SHALL QUALIFY.
NOMINEES: Todd M. Binet
E. Scott Crist
(INSTRUCTION: To withhold authority to Oscar Garcia
vote for the nominee strike a line Darrell O. Kirkland
through the nominee's name at right:) Manual Landa
Ricardo Orea
FOR AGAINST ABSTAIN
2. TO RATIFY THE SELECTION OF BDO
SEIDMAN, LLP AS THE COMPANY'S [ ] [ ] [ ]
INDEPENDENT PUBLIC ACCOUNTANTS.
IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature
Signature if held jointly
Dated: , 1997
NOTE: When shares are held by joint tenants, both should sign. Persons signing
as Executor, Administrator, Trustee, etc. should so indicate. Please
sign exactly as the name appears on the proxy.
