<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED BY A PROXY STATEMENT
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 Permit-
ted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
RICK'S CABARET 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
Rule 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:
- --------------------------------------------------------------------------------
<PAGE>
(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 the filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) For, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
RICK'S CABARET INTERNATIONAL, INC.
3113 BERING DRIVE
HOUSTON, TEXAS 77057
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 1998
The Annual Meeting of Stockholders (the "Annual Meeting") of Rick's
Cabaret International, Inc. (the "Company") will be held at 3113 Bering
Drive, Houston, Texas 77057, on June 30, 1998 at 10:00 AM (CST) for the
following purposes:
(1) To elect four (4) directors.
(2) To ratify the selection of Jackson & Rhodes, P.C. as the Company's
independent auditor for the fiscal year ending September 30, 1998.
(3) To act upon such other business as may properly come before the
Annual Meeting.
Only holders of common stock of record at the close of business on May
27, 1998, will be entitled to vote at the Annual Meeting or any adjournment
thereof.
You are cordially invited to attend the Annual Meeting. Whether or not
you plan to attend the Annual Meeting, please sign, date and return your
proxy to us promptly. Your cooperation in signing and returning the proxy
will help avoid further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert L. Watters
Chairman of the Board and
President
May 28, 1998
Houston, Texas
<PAGE>
RICK'S CABARET INTERNATIONAL, INC.
3113 BERING DRIVE
HOUSTON, TEXAS 77057
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 1998
This proxy statement (the "Proxy Statement") is being furnished to
stockholders (the "Stockholders") in connection with the solicitation of
proxies by the Board of Directors of Rick's Cabaret International, Inc., a
Texas corporation (the "Company") for their use at the Annual Meeting (the
"Annual Meeting") of Stockholders of the Company to be held at 3113 Bering
Drive, Houston, Texas 77057, on June 30, 1998 at 10:00 AM (CST), and at any
adjournments thereof, for the purpose of considering and voting upon the
matters set forth in the accompanying Notice of Annual Meeting of
Stockholders (the "Notice"). This Proxy Statement and the accompanying form
of proxy (the "Proxy") are first being mailed to Stockholders on or about May
28, 1998. The cost of solicitation of proxies is being borne by the Company.
The close of business on May 27, 1998, has been fixed as the record date
for the determination of Stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of record date, there
were 4,563,654 shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), issued and outstanding. The presence, in person
or by proxy, of a majority of the outstanding shares of Common Stock on the
record date is necessary to constitute a quorum at the Annual Meeting. Each
share is entitled to one vote on all issues requiring a Stockholder vote at
the Annual Meeting. Each nominee for Director named in Number 1 must receive
a majority of the votes cast in person or by proxy in order to be elected.
Stockholders may not cumulate their votes for the election of Directors. The
affirmative vote of a majority of the shares of Common Stock present or
represented by proxy and entitled to vote at the Annual Meeting is required
for the approval of Number 2 set forth in the accompanying Notice.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Annual Meeting in
accordance with the directions on the proxies. If no direction is indicated,
the shares will be voted (i) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN,
AND (ii) FOR THE RATIFICATION OF JACKSON & RHODES, P.C. AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1998. The Board
of Directors is not aware of any other matters to be presented for action at
the Annual Meeting. However, if any other matter is properly presented at the
Annual Meeting, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment on such matters.
1
<PAGE>
The enclosed Proxy, even though executed and returned, may be revoked at
any time prior to the voting of the Proxy (a) by execution and submission of
a revised proxy, (b) by written notice to the Secretary of the Company, or
(c) by voting in person at the Annual Meeting.
-----------------------------------------------------
(1) TO ELECT FOUR (4) DIRECTORS FOR THE ENSUING YEAR
-----------------------------------------------------
NOMINEES FOR DIRECTORS
The persons named in the enclosed Proxy have been selected by the Board
of Directors to serve as proxies (the "Proxies") and will vote the shares
represented by valid proxies at the Annual Meeting of Stockholders and
adjournments thereof. They have indicated that, unless otherwise specified
in the Proxy, they intend to elect as Directors the nominees listed below.
All the nominees are presently members of the Board of Directors. Each duly
elected Director will hold office until his successor shall have been elected
and qualified.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed Proxy will be voted for the election of the nominees listed below.
Although the Board of Directors of the Company does not contemplate that any
of the nominees will be unable to serve, if such a situation arises prior to
the Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such other person(s) as may be nominated by the Board of
Directors.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees listed below.
ROBERT L. WATTERS, age 46, has been a director of the Company since
1986. Mr. Watters has been president and chief executive officer of the
Company since 1991. He was also a founder in 1989 and operator until 1993 of
the Colorado Bar & Grill, an adult cabaret located in Houston, Texas and in
1988 performed site selection, negotiated the property purchase and oversaw
the design and permitting for the cabaret that became the Cabaret Royale, in
Dallas, Texas. Mr. Watters practiced law as a solicitor in London, England
and is qualified to practice law in New York state. Mr. Watters worked in
the international tax group of the accounting firm of Touche, Ross & Co. (now
succeeded by Deloitte & Touche) from 1979 to 1983 and was engaged in the
private practice of law in Houston, Texas from 1983 to 1986, when he became
involved in the full-time management of the Company. Mr. Watters graduated
from the London School of Economics and Political Science, University of
London, in 1973 with a Bachelor of Laws (Honours) degree and in 1975 with a
Master of Laws degree from Osgoode Hall Law School, York University.
2
<PAGE>
ERICH NORTON WHITE, age 27, vice president and secretary has served as a
director of the Company since July, 1995. Mr. White joined the Company in
January, 1993 as a night manager and from May, 1995 until November, 1995 was
its General Manager. From October, 1989, until joining the Company in 1993,
Mr. White worked in the hospitality industry for the Bennigan's restaurant
chain. Mr. White completed the Bennigan's Restaurant Management Training
Program in 1992.
SCOTT C. MITCHELL, age 43, has served as a director of the Company since
December, 1994. Mr. Mitchell has been a certified public accountant in
private practice since 1976 and has been a principal of his own firm since
1981. Mr. Mitchell's current firm Mitchell & Cavallo, P.C. serves a wide
range of business and individual clients. Mr. Mitchell has been licensed
since 1980 to practice law in the State of Texas and since 1986 has been
admitted to practice before the Tax Court of the United States. Further, Mr.
Mitchell has been appointed by various District Courts as a receiver and
special master of business entities under court jurisdiction. Mr. Mitchell
was appointed a Receiver of the Company in September, 1989 with limited
authority to oversee and review the receipt and disbursement of revenues of
the Company. Mr. Mitchell, however, had no authority over the management of
the Company. The receivership was terminated in March, 1993.
MARTIN SAGE, age 46, has served as a director of the Company since July,
1995. Mr. Sage is the founder and director of Sage Productions, Inc., which
is involved in the development of applying advanced learning theory to
business. The Sage Learning Method enables individuals to build innovative
approaches to management, leadership and team building. The Sage Learning
Method works to create dynamic relationships which motivate and create
synergy between individuals and the businesses where they work. For the past
16 years, Mr. Sage has served as a consultant to businesses throughout the
United States bringing his innovative approach to business to many
organizations and corporations.
RELATED TRANSACTIONS
Prior to the Company's reorganization, the Company, as a privately-held
company engaged in certain business transactions with Mr. Watters, its sole
stockholder. These transactions are described below. The Board of Directors
of the Company has adopted a policy that Company affairs will be conducted in
all respects by standards applicable to publicly-held corporations and that
the Company will not enter into any future transactions and/or loans between
the Company and its officers, directors and 5% shareholders unless the terms
are no less favorable than could be obtained from independent, third parties
and will be approved by a majority of the independent, disinterested
directors of the Company. In the Company's view, all of the transactions
described below involving the Company meet this standard.
The Company was organized in 1994 to acquire all of the outstanding
common stock of Trumps, Inc. ("Trumps"), a Texas corporation formed in 1982,
from Robert L. Watters, its sole stockholder. The Company issued to Mr.
Watters 1,750,000 shares of its common stock in exchange for the common stock
of Trumps. This exchange, which resulted in Trumps becoming a wholly owned
subsidiary of the Company, was consummated in February 1995. The transaction
was
3
<PAGE>
entered as part of a corporate reorganization, the result of which was to
create the Company as a holding company for Trumps.
In August, 1995, the Board of Directors of the Company authorized the
acquisition from Mr. Watters of all of the capital stock of Tantric
Enterprises, Inc., Tantra Dance, Inc., and Tantra Parking, Inc. (collectively
"Tantra"). The Company issued to Mr. Watters 50,000 shares of its common
stock in exchange for the stock of Tantra. The exchange was consummated in
September, 1995. The Tantra companies own and operate Tantra, a non-sexually
oriented discotheque and billiard club in Houston, Texas. The Board of
Directors determined that the combination of the business operations of
Tantra and the Company would create a synergy which would enhance the
profitability of both businesses. Moreover, the Board of Directors believed
that the diversification of the Company's operations into the business of
Tantra would enhance the public image of the Company. The Board of Directors
received an opinion of an independent third-party appraiser that the terms of
the transaction were fair and reasonable to the Company and were at least as
favorable to the Company as would be the case between unrelated parties.
Mr. Watters had no cost basis in the stock of Tantra.
SRD Vending Company, Inc. ("SRD"), a company wholly-owned by Robert L.
Watters has provided and maintained the cigarette vending machines at Rick's
Cabaret since 1986. SRD's revenues are generated from the sale of cigarettes
from vending machines located at Rick's Cabaret. SRD is responsible (i) to
service the vending machines to ensure that they are in good working order
and (ii) to maintain an adequate supply of cigarettes in the vending
machines. The Company has agreed with SRD that the revenues received from
the vending machines after December 31, 1994 will be split equally between
the Company and SRD. During the Company's fiscal years ending 1997 and 1996,
SRD received less than $25,000 per year from the vending machines.
During the Company's fiscal years ending 1997 and 1996, the Company paid
$20,090 and $17,179, respectively, for accounting services to accounting
firms in which Mr. Mitchell, a director of the Company, was a principal.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company has no compensation committee and no nominating committee.
Decisions concerning executive officer compensation for 1997 were made by the
full Board of Directors. Robert L. Watters and Erich Norton White are the
only directors of the Company who are also officers of the Company.
In January, 1998 the Company established an Audit Committee of
independent directors whose members are Martin Sage and Scott Mitchell. The
primary purpose of the Audit Committee is to oversee the Company's financial
reporting process on behalf of the Board of Directors. The Audit Committee
will meet privately with the Company's Chief Accounting Officer and with the
Company's independent public accountants and will evaluate the responses by
the Chief Accounting Officer both to the facts presented and to the judgments
made by the outside independent
4
<PAGE>
accountants. The Audit Committee will report its activities to the full
Board after each such meeting so that the Board is kept informed of its
activities on a current basis. In addition, the activities and
responsibilities of the Audit Committee include the nomination or selection
of the independent auditors, review of the results of the audit and a
detailed review of the overall Company and the adequacy of the Company's
internal controls. As the Audit Committee was established in January, 1998,
there was no Audit Committee meeting during the fiscal year ended September
30, 1997.
The Board of Directors held two meetings and took action by consent on
four occasions during the fiscal year ended September 30, 1997. Martin Sage
attended fewer than 75% of the meetings. All Directors took part in all of
the consents.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company believes all persons so required to, have complied with
Section 16(a) of the Securities Exchange Act of 1934.
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to
the Company for the fiscal years ended September 30, 1997, 1996, and 1995 of
the chief executive officer of the Company. No executive officer (other than
the chief executive officer) of the Company received compensation which
exceeded $100,000 during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION ALL
------------------- ------------ RESTRICTED STOCK OTHER
STOCK OPTIONS COMPEN-
NAME & PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) AWARDS (SHARES) SATION
- ------------------------- ---- ------ ----- ----- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Watters
Chief Executive Officer 1997 $325,000 -0- -0- -0- -0- -0-
1996 $325,000 -0- -0- -0- -0- -0-
1995 $298,000 -0- -0- -0- -0- -0-
</TABLE>
- ---------------
(1) The Company provides Mr. Watters certain personal benefits. Since the
value of such benefits does not exceed the lesser of $50,000 or 10% of
annual compensation, the amounts are omitted.
DIRECTOR COMPENSATION AND STOCK OPTIONS
The Company does not currently pay any cash directors' fees, but it pays
the expenses of its directors in attending board meetings. Scott C. Mitchell,
Martin Sage and Erich N. White, directors of the Company were granted stock
options on October 12, 1995 for services provided to the Company as
directors. Messrs. Mitchell, Sage and White were each granted 5,000 stock
options, all at an exercise price of $3.00 per share until January, 2005.
The options are exercisable only as to
5
<PAGE>
one-fourth of the total number of shares covered by each grant of options
during each 12-month period commencing 12 months after the grant date. As of
September 30, 1997, Mr. Watters had not been granted any stock options of the
Company.
EMPLOYEE STOCK OPTION PLAN
While the Company has been successful in attracting and retaining
qualified personnel, the Company believes that its future success will depend
in part on its continued ability to attract and retain highly qualified
personnel. The Company pays wages and salaries which it believes are
competitive. The Company also believes that equity ownership is an important
factor in its ability to attract and retain skilled personnel, and in 1995
adopted a Stock Option Plan (the "Plan") for employees and directors.
The purpose of the Plan is to further the interest of the Company, its
subsidiaries and its stockholders by providing incentives in the form of
stock options to key employees and directors who contribute materially to the
success and profitability of the Company. The grants will recognize and
reward outstanding individual performances and contributions and will give
such persons a proprietary interest in the Company, thus enhancing their
personal interest in the Company's continued success and progress. This Plan
will also assist the Company and its subsidiaries in attracting and retaining
key employees and directors. The options granted under this Plan may be
either Incentive Stock Options, as that term is defined in Section 422A of
the Internal Revenue Code of 1986, as amended, or nonstatutory options taxed
under Section 83 of the Internal Revenue Code of 1986, as amended. The Plan
is administered by the Board of Directors or by a Compensation Committee of
the Board of Directors. The Board of Directors has the exclusive power to
select the participants in the Plan, to establish the terms of the options
granted to each participant, provided that all options granted shall be
granted at an exercise price equal to at least 85% of the fair market value
of the Common Stock covered by the option on the grant date and to make all
determinations necessary or advisable under the Plan. A total of 300,000
shares may be optioned and sold under the Company's Stock Option Plan. As of
September 30, 1997, 105,000 stock options had been granted under the Plan,
none of which have been exercised and none of which were granted to Mr.
Watters.
EMPLOYMENT AGREEMENT
The Company presently has a three year employment agreement with Robert
L. Watters (the "Agreement") to serve as its President and Chief Executive
Officer. The Agreement, which extends through December 31, 2000, provides for
an annual base salary of $300,000. The Agreement also allows for an annual
bonus, in the discretion of the Board of Directors (excluding Mr. Watters),
based upon the financial performance, including evaluation of the income and
earnings of the Company during the year. The Agreement also provides for
participation in all benefit plans maintained by the Company for salaried
employees. Mr. Watters' Agreement contains a confidentiality provision and
an agreement by Mr. Watters not to compete with the Company upon the
expiration of the Agreement. The Company has not established, nor does it
provide for, long-term incentive plans or defined benefit or actuarial plans.
6
<PAGE>
STOCK OWNERSHIP OF MAJOR STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information at May 5, 1998, with
respect to the beneficial ownership of shares of Common Stock by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each executive officer of the Company and (iv) all executive officers and
directors of the Company as a group.
<TABLE>
<S> <C> <C>
Robert L. Watters
3113 Bering
Houston, Texas 77057 1,769,500 (1)(4) 39.3%
Erich Norton White
3113 Bering
Houston, Texas 77057 38,125 (1)(2)(4) 0.9%
Scott C. Mitchell
820 Gessner
Suite 1380
Houston, Texas 77024 12,500 (1)(3)(4) 0.3%
Martin Sage
1714-A Nantucket
Houston, Texas 77057 2,500 (1)(3)(4) 0.1%
Rock Fund
3601 West Commercial Blvd.
Fort Lauderdale, Florida, 33309 244,600 5.5%
All directors and officers as a
group (4) persons 1,822,625 40.1%
</TABLE>
- ------------------
(1) Messrs. Watters, White, Mitchell and Sage have sole voting and investment
power with respect to the shares shown as beneficially owned by them.
(2) Includes options to purchase 22,500 shares at an exercise price of $3.00
per share, which are presently exercisable; includes warrants to purchase
625 shares of Common Stock of the Company at an exercise price of $3.00 per
share which are presently exercisable; includes an option to purchase
15,000 shares at an exercise price of $2.50 per share which is presently
exercisable; and does not include options to purchase an additional 7,500
shares at an exercise price of $3.00 per share, which will not become
exercisable within the next 60 days.
(3) Includes options to purchase 2,500 shares at an exercise price of $3.00
per share, which are presently exercisable; and does not include option to
purchase 2,500 shares at an exercise price of $3.00 per share which will
not become exercisable within the next 60 days.
(4) Does not include options to purchase 20,000 shares which will not become
exercisable within the next 60 days.
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<PAGE>
------------------------------------------------------
(2) TO RATIFY THE SELECTION OF JACKSON & RHODES, P.C.
AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1998
------------------------------------------------------
The Board of Directors has selected Jackson & Rhodes, P.C. as the
Company's independent auditor for the current fiscal year. Although not
required by law or otherwise, the selection is being submitted to the
Stockholders of the Company as a matter of corporate policy for their
approval.
The Board of Directors wishes to obtain from the Stockholders a
ratification of their action in appointing their existing certified public
accountant, Jackson & Rhodes, P.C., independent auditor of the Company for
the fiscal year ending September 30, 1998. Such ratification requires the
affirmative vote of a majority of the shares of Common Stock present or
represented by proxy and entitled to vote at the Annual Meeting.
In the event the appointment of Jackson & Rhodes, P.C. as independent
auditor is not ratified by the Stockholders, the adverse vote will be
considered as a direction to the Board of Directors to select other
independent auditors for the fiscal year ending September 30, 1998.
A representative of Jackson & Rhodes, P.C. is expected to be present at
the Annual Meeting with the opportunity to make a statement if he so desires
and to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR the
ratification of Jackson & Rhodes, P.C. as independent auditor for fiscal year
ending September 30, 1998.
------------------------------------------------------
(3) OTHER MATTERS
------------------------------------------------------
The Board of Directors is not aware of any other matters to be presented
for action at the Annual Meeting. However, if any other matter is properly
presented at the Annual Meeting, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgement on such
matters.
8
<PAGE>
FUTURE PROPOSALS OF STOCKHOLDERS
The deadline for stockholders to submit proposals to be considered for
inclusion in the Proxy Statement for the 1999 Annual Meeting of Stockholders
is January 8, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert L. Watters
Chairman of the Board and
President
Houston, Texas
9
<PAGE>
PROXY
RICK'S CABARET INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 1998
The undersigned hereby appoints Robert L. Watters and Scott Mitchell,
and each of them as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, to represent and to vote all
shares of Common Stock of Rick's Cabaret International, Inc. held of record
by the undersigned on May 27, 1998, at the Annual Meeting of Stockholders to
be held on June 30, 1998, at 10:00 AM (CST) at 3113 Bering Drive, Houston,
Texas 77057, and at any adjournments thereof. Any and all proxies heretofore
given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE
NOMINEES LISTED IN NUMBER 1 AND FOR THE RATIFICATION IN NUMBER 2.
1. ELECTION OF DIRECTORS OF THE COMPANY. (INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH, OR
OTHERWISE STRIKE, THAT NOMINEE'S NAME IN THE LIST BELOW.)
[ ] FOR all nominees listed [ ] WITHHOLD authority to
below except as marked vote for all nominees
to the contrary below
Robert L. Watters Scott C. Mitchell
Erich Norton White Martin Sage
2. PROPOSAL TO RATIFY THE SELECTION OF JACKSON & RHODES, P.C. AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- ------------------------ ------------------------------------
Number of Signature
Shares Owned
------------------------------------
(Typed or Printed Name)
------------------------------------
Signature if held jointly
------------------------------------
(Typed or Printed Name)
DATED:
-----------------------------
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED
AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY.
