<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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: ...........................................................
================================================================================
<PAGE> 2
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT
as of September 22, 1998
SOLICITATION OF PROXIES BY MANAGEMENT
THIS MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT (THIS "INFORMATION
CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT
AND BOARD OF DIRECTORS OF CINTECH TELE-MANAGEMENT SYSTEMS, INC. (THE
"CORPORATION") OF PROXIES TO BE USED at the annual meeting (the "Meeting") of
shareholders of the Corporation to be held on Tuesday, October 27, 1998, at
Toronto, Ontario Canada and at any adjournment thereof for the purposes set
forth in the accompanying Notice of Annual Meeting. The cost of such
solicitation will be borne by the Corporation. This Information Circular is
being mailed to shareholders on or about September 26, 1998.
APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES
The persons whose names are printed on the accompanying form of proxy are
officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON,
WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, OTHER THAN THE PERSONS
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY, TO ATTEND AND ACT ON BEHALF OF THE
SHAREHOLDER AT THE MEETING. To exercise this right, a shareholder may either
insert such other person's name in the blank space provided in the accompanying
form of proxy or complete another appropriate form of proxy.
To be valid, a proxy must be dated and signed by the shareholder or his
attorney authorized in writing or, if the shareholder is a corporation by a duly
authorized officer or attorney. The proxy, to be acted upon, must be deposited
with the Corporation, c/o its agent, Montreal Trust Corporation of Canada, 151
Front Street West, 8th Floor, Toronto, Ontario, M5J 2N1, by the close of
business on the last business day prior to the date on which the meeting or any
adjournment thereof is held, or with the chairman of the meeting on the day of
the meeting or any adjournment thereof.
A shareholder who has given a proxy may revoke it by depositing an
instrument in writing (including another proxy) executed by the shareholder or
by the shareholder's attorney authorized in writing at the registered office of
the Corporation at any time up to and including the last business day prior to
the day the meeting or any adjournment thereof is to be held, or with the
chairman of the meeting (in writing or in open meeting) on the day of the
meeting at any time before it is exercised on any particular matter or in any
other manner permitted by law including attending the meeting in person.
VOTING BY PROXIES
On any ballot that may be called for regarding the election of directors
and appointment of auditors the common shares ("shares") represented by the
enclosed form of proxy will be voted or withheld from voting in accordance with
the instructions of the shareholder indicated thereon. In the absence of such
instructions with regard to the election of directors or the appointment of
auditors, the shares will be voted on any ballot for the election of the persons
nominated for election as directors and for the appointment of auditors as
referred to in this Information Circular.
<PAGE> 3
THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS
NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN
THE NOTICE OF MEETING, AND WITH RESPECT TO ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING TO THE EXTENT SUCH IS PERMITTED UNDER RULE 14a-4(C) OF
THE U.S. PROXY RULES. AS OF THE DATE OF THIS INFORMATION CIRCULAR, MANAGEMENT IS
NOT AWARE OF ANY SUCH AMENDMENT, VARIATION OR OTHER MATTER PROPOSED OR LIKELY TO
COME BEFORE THE MEETING, OTHER THAN THAT SPECIFIED IN THE NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS. HOWEVER, IF ANY SUCH AMENDMENT, VARIATION OR OTHER
MATTER PROPERLY COMES BEFORE THE MEETING, IT IS THE INTENTION OF THE PERSONS
NAMED IN THE ENCLOSED FORM OF PROXY TO VOTE ON SUCH OTHER BUSINESS IN ACCORDANCE
WITH THEIR JUDGMENT.
VOTING SHARES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares entitled to be voted at the meeting as of September
21, 1998, is 12,281,751. Each shareholder is entitled to one vote for each share
shown as registered in the shareholder's name on the list of shareholders
prepared as of September 21, 1998. However, in the event of any transfer of
shares by any such shareholder after such date, the transferee is entitled to
vote those shares if he produces properly endorsed share certificates or
otherwise establishing that he owns the shares, and requests the transfer agent,
Montreal Trust Corporation of Canada, 151 Front Street West, 8th Floor, Toronto,
Ontario, M5J 2N1, to include the transferee's name in the shareholders' list not
later than ten days before the meeting.
CERTAIN BENEFICIAL OWNERS
Under Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder, a beneficial owner of a security is any person who
directly or indirectly has or shares voting power or investment power over such
security. Such beneficial owner under this definition need not enjoy the
economic benefit of such securities. To the knowledge of the directors and
officers of the Corporation, the persons who beneficially own or exercise
control or direction over shares carrying more than 5% of the voting rights
attached in all the shares of the Corporation entitled to be voted at the
meeting as of September 21, 1998 are as follows:
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE OF OUTSTANDING
CLASS BENEFICIAL OWNER OWNERSHIP COMMON SHARES
- --------------------- ------------------------------ --------------------------- -------------------------------
<S> <C> <C> <C>
Common Stock Diane M. Kamionka 3,476,029 shares owned 28.30%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock S. William Miller 1,736,238 shares owned 14.14%
625 Eden Park Dr. beneficially
Cincinnati, Ohio 45202
Common Stock Bryant A. Downey 1,717,652 shares owned 13.99%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.73%
625 Eden Park Dr. beneficially
Cincinnati, Ohio 45202
Common Stock Clinton Springs Partnership 1,138,157 shares owned 9.27%
36 East Fourth Street beneficially
Suite 905
Cincinnati, Ohio 45202
</TABLE>
<PAGE> 4
MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock by its directors, the named executive officers, and all directors
and executive officers as a group, as of September 21, 1998:
<TABLE>
<CAPTION>
NAME AND AMOUNT AND NATURE OF
POSITION OF BENEFICIAL
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- ---------------------------- ------------------------------- ------------------------- -------------------------
<S> <C> <C> <C>
Common Stock Diane M. Kamionka 3,476,029 shares owned 28.30%
President and Chief Executive beneficially
Officer
Common Stock Bryant A. Downey 1,717,652 shares owned 13.99%
Chief Technology Officer and beneficially
Secretary
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.73%
Director
Common Stock John G. Slater 210,311(2) 1.71%
Director
Common Stock Carter F. Randolph 20,000(3) 0.16%
Director
Common Stock Peter L. Carfagno Nil Nil
Vice President - Sales
Common Stock David J. Thibodeau Nil Nil
Vice President - Customer
Support Services
All Directors and 6,865,096 shares owned 55.90%
Executive Officers as a beneficially
Group (7 persons)
</TABLE>
(1) The persons and entities named in the above table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in other footnotes to this table,
if any.
(2) Includes grants of options for 30,000 shares that were awarded and subject
to the provisions of the Revised 1993 Stock Option Plan.
(3) Includes grants of options for 10,000 shares that were awarded and subject
to the provisions of the Revised 1993 Stock Option Plan.
<PAGE> 5
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors of the Corporation to be elected at the meeting is
five. All of the current directors are nominees for re-election.
The following table lists certain information concerning the persons
proposed to be nominated for election as directors. The information as to shares
has been furnished by the respective nominees individually.
<TABLE>
<CAPTION>
POSITION WITH
CORPORATION OR COMMON
SIGNIFICANT AFFILIATES SHARES
AND PRINCIPAL BENEFICIALLY
NAME OCCUPATION OR OWNED OR
AGE BUSINESS DIRECTOR SINCE CONTROLLED
- -------------------------- -------------- ------------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
Diane M. Kamionka 51 President and Chief 1987 3,476,029
Executive Officer of
the Corporation
Bryant A. Downey 35 Chief Technology 1987 1,717,652
Officer of the
Corporation
John G. Slater 63 Retired Executive 1989 210,311(1)
Frank W. Terrizzi 55 Investment Advisor, 1990 1,441,104
Renaissance Investment
Management (Investment
management company)
Carter F. Randolph 42 Executive Vice 1996 20,000(2)
President and Trustee,
Greenacres Foundation
(Nonprofit foundation)
</TABLE>
(1) Includes grants of options for 30,000 shares that were awarded and subject
to the provisions of the Revised 1993 Stock Option Plan.
(2) Includes grants of options for 10,000 shares that were awarded and subject
to the provisions of the Revised 1993 Stock Option Plan.
Except as set forth below, each of the foregoing directors of the Corporation
has been engaged for the past five years in his or her current occupation or in
other capacities with the same entity.
Management does not anticipate that any of the nominees for election as
directors will be unable to serve as a director but, if that should occur for
any reason prior to the meeting, the persons named in the enclosed form of proxy
reserve the right to vote for another nominee at their discretion. Each director
elected will hold office until the next annual shareholders meeting and until
his successor is elected or appointed, unless his office is earlier vacated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED IN
PROPOSAL 1.
<PAGE> 6
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
In the fiscal year ended June 30, 1998, the Board of Directors met on four
(4) occasions. Each incumbent director during the last fiscal year attended 75%
or more of the aggregate of (i) the total number of meetings of the Board of
Directors (held during the period for which he has been a director) and (ii) the
total number of meetings held by all committees of the Board on which he served
(during the periods that he served).
The Corporation has an Audit Committee of the Board of Directors. The Audit
Committee, which held one (1) meeting during fiscal 1998, recommends to the
entire Board of Directors the independent auditors to be employed by the
Corporation, consults with the independent auditors with respect to their audit
plans, reviews the independent auditors' audit report and any management letters
issued by the auditors, and consults with the independent auditors with regard
to financial reporting and the adequacy of internal controls. The members of the
Audit Committee during fiscal 1998 were Diane Kamionka, Carter F. Randolph and
John G. Slater.
The Corporation has a Compensation Committee of the Board of Directors
which held one (1) meeting during fiscal 1998. The Compensation Committee
determines the compensation arrangements for the President and Chief Technology
Officer of the Corporation and reviews proposed changes in management
organization. The present members of the Compensation Committee are John G.
Slater, Frank W. Terrizzi and Carter F. Randolph.
The Corporation also has a Stock Option Committee which administers its
stock option plans, the present members of which are the current members of the
board of directors. None of the members of the Stock Option Committee have
received or shall receive any options under the Company's current stock option
plan with the exception of Mr. Slater (Former Non-Executive Employee and
Director), who was awarded grants of options for 30,000 shares and Mr. Randolph
who was awarded grants of options for 10,000 shares.. Both awards were subject
to the provisions of the Revised 1993 Stock Option Plan. This Committee met once
during fiscal 1998.
COMPENSATION OF DIRECTORS AND OFFICERS
Unless otherwise indicated dollar references in this section are in United
States dollars. The following table set forth the compensation earned by and
paid to the Chief Executive Officer and the only other most highly compensated
executives who were serving as executive officers at the end of the most
recently completed fiscal year, who received total salary, bonus, and other
compensation which exceeded Canadian $100,000. There are no other named
executive officers who would have received total salary, bonus, and other
compensation which exceeded U.S. $100,000. In addition, there were no
individuals for whom disclosure would have been provided under the previous
sentence but for the fact that the individual was not serving as an officer of
the Corporation at the end of the most recently completed financial year end.
(For purposes of this part, the executives listed are collectively referred to
as the "Named Executive Officers").
<PAGE> 7
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
NAME AND FISCAL SALARY BONUS OTHER ANNUAL SECURITIES RESTRICTED LTIP ALL
PRINCIPAL YEAR ($) ($)(1) COMPENSATION UNDER SHARES OR PAYOUTS OTHER
POSITION ($)(2) OPTIONS/ RESTRICTED ($) COMPENSATION ($)
SAR'S SHARE
GRANTED (#) UNITS ($)
- --------------- --------- ---------- --------- ----------------- --------------- ----------------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Diane M. 1998 $144,553 $47,500 Nil Nil Nil Nil Nil
Kamionka 1997 $136,446 Nil Nil Nil Nil Nil Nil
President & 1996 $126,428 Nil Nil Nil Nil Nil Nil
Chief
Executive
Officer
Bryant A. 1998 $116,636 $12,000 Nil Nil Nil Nil Nil
Downey, 1997 $111,434 Nil Nil Nil Nil Nil Nil
Chief 1996 $ 99,428 $ 7,350 Nil Nil Nil Nil Nil
Technology
Officer
David J. 1998 $ 90,012 $35,907 Nil Nil Nil Nil Nil
Thibodeau, 1997 $ 86,266 $27,659 Nil Nil Nil Nil Nil
Vice 1996 $ 83,145 $27,067 Nil Nil Nil Nil Nil
President -
Customer
Support
Services
Peter L. 1998 $110,032 $71,445 Nil Nil Nil Nil Nil
Carfagno, 1997 $ 97,043 $46,888 $6,137 Nil Nil Nil Nil
Vice 1996 (3) (3) (3) (3) (3) (3) (3)
President -
Sales
</TABLE>
(1) Amounts are on an earned basis and may not have actually been paid as
of fiscal year end. Messrs. Thibodeau and Carfagno include both earned
commission and bonus income.
(2) The amount in this column represents reimbursement for moving costs
paid to Mr. Carfagno in conjunction with his joining the Company.
(3) Mr. Carfagno became Named Executive Officers during fiscal 1997.
<PAGE> 8
STOCK OPTIONS
The following table sets forth information regarding stock options granted
to the Named Executive Officers through fiscal 1998:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST THREE FISCAL YEARS
INDIVIDUAL GRANTS
-----------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OF
OPTIONS TO EMPLOYEES IN BASE PRICE
NAME YEAR GRANTED # (1) FISCAL YEAR (2) ($/SH.) EXPIRATION DATE
------------------- ------- -------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
David J. Thibodeau 1998 25,000 3.84% $0.71/Sh. June, 2008
15,000 2.30% $0.29/Sh. July, 2007
1997 - - - -
1996 9,000 4.10% $1.14/Sh. June, 2006
Peter L. Carfagno 1998 35,000 5.38% $0.71/Sh. June, 2008
40,000 6.15% $0.29/Sh. July, 2007
1997 50,000 86.96% $0.80/sh. August, 2006
1996 N/A N/A N/A N/A
</TABLE>
(1) In fiscal 1998 the Company granted a total of 650,855 stock options to
employees; 298,255 on July 16, 1997, 7,000 on October 30, 1997, 45,000
on November 12, 1997, and 300,600 on June 30, 1998.
(2) Percentages based upon the total stock options granted (650,855) in
fiscal 1998. (3) No stock options were exercised by the Named Executive
Officers during fiscal 1998 or 1997 nor were there any vested
"In-the-Money Options" at June 30, 1998.
COMPENSATION OF DIRECTORS
Effective October 8, 1996, each newly-elected director who is not also an
employee of the Company receives compensation in the form of an annual stipend
of $5,000 (to be paid on a quarterly basis), and fees of $1,000 per Board
meeting attended in person, $500 if the meeting is held by telephone conference
call (or if a meeting held in person is attended by conference call), $500 to
each board committee member for each committee meeting when held concurrently
with a meeting of the Board, whether attended in person or by conference call,
and $500 to each board committee member for each committee meeting attended on a
day other than a day on which a meeting of the full Board is held. The Company
will also reimburse those newly-elected non-employee directors for travel
expenses incurred in attending meetings of the Board and its committees.
During the year ended June 30, 1998, the Corporation's outside directors
(those directors who are not employees of the Corporation) were not compensated
for their services as directors, except for Carter Randolph, who received $9,500
for fiscal 1998 for his services as director of the Corporation. The Corporation
did not additionally compensate employee directors during 1998.
EMPLOYMENT AGREEMENTS
There are no employment contracts in place between the Company and any
third party.
<PAGE> 9
PROPOSAL 2 -- APPOINTMENT OF AUDITORS
The accounting firm of Deloitte & Touche is presently serving as the
Corporation's independent accounting firm. Deloitte & Touche also served as the
Corporation's independent auditors with respect to the Corporation's financial
statements for the fiscal year ended June 30, 1998.
At the annual meeting of shareholders, it is proposed to appoint Deloitte &
Touche, as auditors of the Corporation to hold office until the next annual
meeting of shareholders at a remuneration to be fixed by the Board of directors.
Representatives of Deloitte & Touche are not expected to be present at the
Annual Meeting, but they may be made available via telephone to respond to any
questions that may arise.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF DELOITTE
& TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.
1998 SHAREHOLDER PROPOSALS
In order for any shareholder proposals for the 1999 Annual Meeting of
Shareholders to be eligible for inclusion at the meeting, they must be received
by the Secretary of the Corporation at 2100 Sherman Avenue, Cincinnati, Ohio
45212, prior to July 31, 1999.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
to the meeting and does not intend to bring other matters before the meeting.
However, if other matters properly come before the meeting, it is intended that
the persons named in the accompanying proxy will vote thereon according to their
best judgment in the interests of the Corporation. The contents and the sending
of this Information Circular have been approved by the board of directors.
DATED: September 22, 1998
/s/ BRYANT A. DOWNEY
- --------------------
Bryant A. Downey
Secretary
<PAGE> 10
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the annual meeting (the "Meeting") of shareholders
of CINTECH TELE-MANAGEMENT SYSTEMS, INC. (the "Corporation") will be held at The
King Edward Hotel, 37 King Street East, Toronto, Ontario M5C 1E9, Canada on
Tuesday, October 27, 1998 at 10:00 a.m. EDT for the following purposes:
1. To elect 5 directors;
2. To appoint auditors and to authorize the directors to fix their
remuneration;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
An annual report, which includes the financial statements of the Corporation,
and Management Information Circular/Proxy Statement, which contains details of
matters to be considered at the Meeting, accompany this notice.
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO DATE AND SIGN THE ENCLOSED FORM OF PROXY AND TO RETURN IT IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE.
Proxies to be used at the meeting must be received by the Secretary,
Cintech Tele-Management Systems, Inc., 2100 Sherman Avenue, Cincinnati, Ohio
45212, or the Corporation's transfer agent, Montreal Trust Company of Canada,
151 Front Street West, 8th Floor, Toronto, Ontario, M5J 2N1, prior to the close
of business (5:00 p.m.) on Monday, October 26, 1998.
Dated at Cincinnati, Ohio this 22nd day of September, 1998.
BY ORDER OF THE BOARD
/s/ BRYANT A. DOWNEY
-------------------------
BRYANT A. DOWNEY
SECRETARY
- -------------------------------------------------------------------------------
IMPORTANT
A MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT AND PROXY ARE SUBMITTED
HEREWITH. AS A SHAREHOLDER, YOU ARE URGED TO COMPLETE AND MAIL THE PROXY
PROMPTLY WHETHER OR NOT YOU PLAN TO ATTEND THIS ANNUAL MEETING IN PERSON. IT IS
IMPORTANT THAT YOUR SHARES BE VOTED. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR
PROXY PROMPTLY.
- -------------------------------------------------------------------------------
<PAGE> 11
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
FORM OF PROXY
PROXY SOLICITED BY MANAGEMENT AND BOARD OF DIRECTORS
The undersigned shareholder of Cintech Tele-Management Systems, Inc. (the
"Corporation") hereby appoints DIANE M. KAMIONKA or, failing her, BRYANT A.
DOWNEY, or, instead of and to the exclusion of all of the foregoing,
_____________________________ as nominee, to attend, act and vote for the
undersigned at the annual meeting of shareholders of the Corporation, to be held
on Tuesday, October 27, 1998 and at any adjournment thereof in the following
manner:
Please mark X in the appropriate box. The Board of Directors recommends a FOR
vote on each proposal.
1. To elect Directors;
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below)
DIANE M. KAMIONKA, BRYANT A. DOWNEY, JOHN G. SLATER, FRANK W. TERRIZZI,
CARTER F. RANDOLPH
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name on the space provided below)
2. To appoint auditors and to authorize the directors to fix their
remuneration;
[ ] FOR [ ] ABSTAIN [ ] AGAINST
3. In its discretion, the proxy is authorized to vote upon variations or
amendments to the matters identified above and such other business as may
properly come before the meeting or any adjournment thereof to the extent
such is permitted under Rule 14a-4(c) of the U.S. proxy rules.
The undersigned hereby revokes any proxies dated prior to the date hereof.
DATED ________________ ____, 1998
----------------------------------------
Signature of Shareholder
----------------------------------------
Print Name
<PAGE> 12
Notes:
(1) A proxy must be signed by the shareholder or his attorney
authorized in writing.
(2) If the form proxy is not dated in the blank space above, the
proxy is deemed to bear the date on which it is mailed by
the person making the solicitation.
(3) YOU MAY APPOINT ANY PERSON, WHO NEED NOT BE A SHAREHOLDER,
AS NOMINEE, OTHER THAN THOSE PERSONS SPECIFICALLY NAMED
ABOVE, TO ATTEND AND ACT ON THE SHAREHOLDER'S BEHALF AT THE
MEETING BY INSERTING THE NAME OF SUCH PERSON IN THE BLANK
SPACE PROVIDED ABOVE OR BY COMPLETING ANOTHER APPROPRIATE
FORM OF PROXY.
(4) Your shares will be voted in accordance with your
instructions given above. If no instructions are given for a
particular item, your shares will be voted for that item.
(5) A shareholder who has given a proxy may revoke it by
depositing an instrument in writing (including another
proxy) executed by the shareholder or by the shareholder's
attorney authorized in writing at the registered office of
the Corporation at any time up to and including the last
business day prior to the day the meeting or any adjournment
thereof is to be held, or with the chairman of the meeting
(in writing or in open meeting) on the day of the meeting at
any time before it is exercised on any particular matter or
in any other manner permitted by law including attending the
meeting in person.
(6) If shares are registered in the name of an executor,
administrator, trustee or similar holder, such holder must
set out his/her full title and sign the proxy exactly as
registered. If shares are registered in the name of a
deceased or other shareholder, the shareholder's name must
be printed in the space provided, the proxy must be signed
by the legal representative with his/her name printed below
his/her signature and evidence of authority to sign on
behalf of the shareholder must be attached to the proxy.
(7) This proxy ceases to be valid one year from its date.
