IMAGE SENSING SYSTEMS INC
DEF 14A, 1997-03-27
MEASURING & CONTROLLING DEVICES, NEC
Previous: IMAGE SENSING SYSTEMS INC, 10KSB40, 1997-03-27
Next: ROSEVILLE COMMUNICATIONS CO, 10-K, 1997-03-27





                            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

                           IMAGE SENSING SYSTEMS, INC.
                (Name of Registrant as Specified in its Charter)

                           IMAGE SENSING SYSTEMS, INC.
                   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 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(1):

     __________________________________________________________________________

     4)  Proposed maximum aggregate value of transaction :

     __________________________________________________________________________

     5)  Total fee paid:

     __________________________________________________________________________

         (1)Set forth the amount on which the filing fee is calculated and state
            how it was determined.

[ ]  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:  _________________________________________________________






                           IMAGE SENSING SYSTEMS, INC.

                            NOTICE OF ANNUAL MEETING
                                 OF SHAREHOLDERS

                                  MAY 12, 1997


TO THE SHAREHOLDERS OF IMAGE SENSING SYSTEMS, INC.:

         Notice is hereby given that the Annual Meeting of Shareholders of Image
Sensing Systems, Inc. will be held at 3:30 p.m. on Monday, May 12, 1997, at the
Crowne Plaza Northstar Hotel, 618 Second Avenue South, Minneapolis, Minnesota,
for the following purposes:

         1.       To elect the directors to serve on the Board of Directors.

         2.       To transact such other business as may properly come before
                  the meeting.

         The Board of Directors has fixed the close of business on March 18,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.

         We encourage you to take part in the affairs of your Company either in
person or by executing and returning the enclosed proxy.

                                          By Order of the Board of Directors,



                                          Spiro G. Voglis
                                          Secretary

Dated:  March 25, 1997



    SHAREHOLDERS UNABLE TO ATTEND THIS MEETING ARE URGED TO DATE AND SIGN THE
            ENCLOSED PROXY AND TO RETURN IT IN THE ENCLOSED ENVELOPE.




                           IMAGE SENSING SYSTEMS, INC.


                                 PROXY STATEMENT

                                       FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 12, 1997


         This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Image Sensing Systems, Inc.
(the "Company") for use at the Annual Meeting of Shareholders of the Company to
be held on May 12, 1997, at 3:30 p.m. at the Crowne Plaza Northstar Hotel, 618
Second Avenue South, Minneapolis, Minnesota, and at any adjournment thereof. A
shareholder giving the enclosed proxy may revoke it at any time before the vote
is cast at the annual meeting. Shares represented by a proxy will be voted in
the manner directed by a shareholder. If no direction is made, the proxy will be
voted for the election of the nominees for director named in this Proxy
Statement and for any other proposals set forth in this Proxy Statement. This
Proxy Statement and the accompanying form of proxy are being sent or given to
shareholders beginning on or about March 25, 1997 along with the Company's 1996
Annual Report to Shareholders.

         Only shareholders of record at the close of business on March 18, 1997
are entitled to notice of and to vote at the meeting or at any adjournment
thereof. On March 18, 1997, there were 2,475,000 shares of Common Stock of the
Company outstanding. Each share is entitled to one vote. Cumulative voting is
not permitted. Shares voted as abstentions on any matter (or a "withhold vote
for" as to a director) will be counted as shares that are present and entitled
to vote for purposes of determining the presence of a quorum at the meeting and
as unvoted, although present and entitled to vote, for purposes of determining
the approval of each matter as to which the shareholder has abstained. If a
broker submits a proxy that indicates the broker does not have discretionary
authority as to certain shares to vote on one or more matters, those shares will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to such matters.

         The Board of Directors knows of no matters other than those that are
described in this Proxy Statement that may be brought before the meeting.
However, if any other matters are properly brought before the meeting, persons
named in the enclosed proxy or their substitutes will vote in accordance with
their best judgment on such matters.

         All expenses in connection with the solicitation of proxies will be
paid by the Company. In addition to solicitation by mail, officers, directors
and regular employees of the Company, who will receive no extra compensation for
their services, may solicit proxies by telephone, facsimile or personal calls.

The Company's principal executive offices are located at 500 Spruce Tree Centre,
                1600 University Avenue, St. Paul, Minnesota 55104



                              ELECTION OF DIRECTORS

         The business and affairs of the Company are managed under the direction
of its Board of Directors, which is presently comprised of six members. The
Bylaws of the Company provide that at any regular meeting of the shareholders of
the Company there shall be an election of directors whose terms have expired.
The Board of Directors recommends that shareholders elect the nominees named
below as Directors of the Company for the ensuing year and until their
successors are elected and shall have qualified. Unless otherwise indicated
thereon, the persons named in the enclosed form of proxy intend to vote FOR the
election of the six nominees listed below. The affirmative vote of a majority of
the shares of the Company's Common Stock present (or represented by proxy) at
the 1997 Annual Meeting is required to elect each of the nominees as Directors
for the ensuing year or until their successors are elected and have qualified.
All of the nominees are members of the present Board of Directors. If for any
reason any nominee shall be unavailable for election to the Board of Directors,
votes will be cast pursuant to authority granted by the enclosed proxy for such
other candidate or candidates as may be nominated by the Board of Directors. The
Board of Directors has no reason to believe that any of the nominees will be
unable to serve.

         Information regarding the nominees for election to the Board of
Directors of the Company is set forth below:

         Name                      Age       Position
         ----                      ---       --------

         Panos G. Michalopoulos     48       Chairman of the Board and Chief
                                             Scientific Advisor
         Spiro G. Voglis            58       President, Chief Executive Officer,
                                             Secretary and Director
         Richard C. Magnuson*       55       Director
         Richard P. Braun#          71       Director
         James Murdakes#            64       Director
         C. (Dino) Xykis*#          38       Director

- -------------------------
*        Denotes a member of the audit committee.
#        Denotes a member of the compensation and stock option committee.

         PANOS G. MICHALOPOULOS has been the Chairman of the Board of Directors
since 1990 and Chief Scientific Advisor since 1995. Dr. Michalopoulos has been a
professor in the Department of Civil Engineering at the University of Minnesota
since 1977. Dr. Michalopoulos has over 24 years of research, teaching, and
consulting experience in traffic engineering operations and control. He has
taught at several universities, consulted with many firms in the U.S. and abroad
in the area of traffic control and has worked as a traffic engineer.

         SPIRO G. VOGLIS has been the President, Chief Executive Officer and
Treasurer of the Company since January 1995 and Secretary since March 1997. He
was the Chief Operating Officer of the Company from November 1993 until January
1995. Dr. Voglis has been a director of the Company since November 1993. Dr.
Voglis held several management positions with Minnesota Mining and Manufacturing
Corporation for 23 years prior to 1993, both in Europe and in the United States,
including product manager, international director and managing director.

         RICHARD C. MAGNUSON has been a Director of the Company since September
1990. Mr. Magnuson has operated his own management consulting firm since October
1995. Prior to that he served as the President and Chief Executive Officer of
the Company from June, 1991 to January 1995 and as Vice President and Secretary
from January 1995 until September 1995. Prior to 1990, Mr. Magnuson had worked
with the Company as a private consultant since 1988. From 1972 to 1991, Mr.
Magnuson operated his own private management consulting firm.

         RICHARD P. BRAUN has been a Director of the Company since March 1994.
Mr. Braun was the Director of the Center for Transportation Studies at the
University of Minnesota from 1987 to 1994. From September 1993 to February 1995,
Mr. Braun was chairman of the Metropolitan Airports Commission. Prior to 1987,
Mr. Braun was Commissioner of Transportation for the State of Minnesota for
eight years.

         JAMES MURDAKES has been a Director of the Company since March 1994. Mr.
Murdakes has been Chairman of the Board of Directors and management consultant
to LSC, Inc., a Minneapolis-based systems integrator for computer network
storage servers, since January 1997 and was President and Chief Executive
Officer of LSC, Inc. from 1993 through 1996. Prior to 1993, Mr. Murdakes was
President and Chief Executive Officer of Clyde Digital, a software company based
in Orem, Utah.

         C. (DINO) XYKIS has been a Director of the Company since May 1996. Dr.
Xykis has been Staff Engineer and Customer Led Quality Leader for Onan
Corporation, a wholly owned subsidiary of Cummings Engine Company, since 1991.
Dr. Xykis was nominated for election to the Board of Directors by Equity
Securities Trading Co., Inc., the underwriter for the Company's 1995 public
offering, in accordance with the Underwriting Agreement.

         In addition to the executive officers listed above who are nominees for
election to the Board of Directors, the other executive officer of the Company
and his biographical information is as follows:

         ARTHUR J. BOURGEOIS, age 56, has been the Company's Chief Financial
Officer since December 1994 and was Secretary of the Company from October 1995
until February 1997. Effective March 1, 1997, Mr. Bourgeois became an
independent management consultant to the Company and continues as the Chief
Financial Officer. Mr. Bourgeois was an independent management consultant in
1994 and was an audit partner with the accounting firm of Ernst & Young LLP from
1986 to 1993.

MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES

         During the fiscal year ended December 31, 1996, the Board of Directors
met six times. All of the Directors attended more than 75% of the aggregate of
all meetings of the Board of Directors and meetings of the committees on which
they served. The Board of Directors and its committees also act from time to
time by written consent in lieu of meetings.

         The Board of Directors of the Company has standing audit and
compensation and stock option committees which have a current membership as
indicated in the foregoing section. The Board of Directors has no standing
nominating committee.

         The audit committee makes recommendations as to the selection of
auditors and their compensation, and reviews with the auditors the scope of the
annual audit, matters of internal control and procedure and the adequacy
thereof, the audit results and reports and other general matters relating to the
Company's accounts, records, controls and financial reporting. During fiscal
1996, the audit committee held one meeting.

         The compensation and stock option committee reviews and recommends to
the Board of Directors the compensation guidelines and stock options for
executive officers and other key personnel. During fiscal 1996, the compensation
and stock option committee held three meetings.

COMPENSATION OF DIRECTORS

         Directors who are employees of the Company do not receive any
compensation from the Company for attending meetings of the Board of Directors.
Non-employee Directors receive a $4,000 retainer each year and a $500 monthly
fee for attendance at committee meetings each month and quarterly meetings of
the Board of Directors.

         Pursuant to authorization by the Board of Directors, Mr. Murdakes was
granted an option to purchase up to 8,000 shares of the Company's Common Stock
exercisable beginning August 27, 1996 and ending December 31, 2001. The exercise
price for the option is $3.50.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than ten percent
(10%) of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors, and greater than ten percent (10%)
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

         Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers, directors and
holders of 10% or more of the Company's Common Stock, the Company believes that
its executive officers, directors and 10% shareholders complied with all Section
16(a) filing requirements applicable to them, except that Form 3 for Dr. Xykis,
a director of the Company, was not filed on a timely basis when he was appointed
to the Board of Directors. Dr. Xykis' Form 3 was filed in March 1997 and reports
his power of attorney to vote 2,000 shares of the Company's Common Stock owned
by his mother.

                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth the compensation awarded to or earned in
certain fiscal years by the Company's Chief Executive Officer and each other
executive officer who earned salary and bonus in excess of $100,000 during the
fiscal year ended December 31, 1996.

<TABLE>
<CAPTION>
                         Annual Compensation
           ------------------------------------------
           Name and Principal                                                  All Other
                Position                  Year       Salary       Bonus     Compensation(1)
           ------------------             ----      --------     -------    ---------------
<S>                                      <C>       <C>          <C>            <C>
          Spiro G. Voglis                 1996      $120,000        -           $3,758
            President,                    1995      $115,374     $12,000           -
            Chief Executive Officer
            and Treasurer

          Panos G. Michalopoulos          1996      $100,000        -           $2,903
            Chairman of the Board         1995      $110,412        -           $3,531
            and Chief Scientific          1994      $120,000
            Advisor
</TABLE>

- ---------------------------
(1)      Represents employer contribution to the Company's 401(k) plan.

STOCK OPTIONS

         The following tables summarize option grants during the year ended
December 31, 1996 to the executive officers named in the "Summary Compensation
Table" above, and the values of the options held by such persons at December 31,
1996. No options held by named executive officers were exercised during 1996.

<TABLE>
<CAPTION>
                                             OPTION GRANTS IN 1996

                           NUMBER OF SECURITIES      PERCENT OF TOTAL OPTIONS
                            UNDERLYING OPTIONS          GRANTED TO EMPLOYEES       EXERCISE       EXPIRATION
NAME                             GRANTED                       IN 1996              PRICE            DATE
- ----                       --------------------      ------------------------      --------       ----------
<S>                           <C>                            <C>                    <C>         <C> 
Dr. Voglis (1) ............    16,200                         10%                    $3.50       Dec. 31, 2001
Dr. Voglis (1)(2) .........    24,000                         15%                    $3.50       June 1, 2006

</TABLE>

(1)  Grants made August 27, 1996 pursuant to authorization of the Company's
     Board of Directors. The options are non-transferable and become exercisable
     in full upon a change of control of the Company.

(2)  The option may only be exercised in accordance with the following schedule:

                  Cumulative number of
              shares with respect to which
                the Option is exercisable      Threshold Stock Price
              ----------------------------     ---------------------

                         10,000                    $   10.00
                         15,000                        15.00
                         20,000                        20.00
                         24,000                        24.00

For purposes of this option agreement, the cumulative number of shares with
respect to which the option is exercisable set forth in the above table will
become exercisable once the stock price equals or exceeds the Threshold Stock
Price set forth in the table. Once the option becomes exercisable with respect
to a number of shares pursuant to the preceding sentence, a subsequent decline
in the stock price will not effect the exercisability of the option with respect
to such shares.

<TABLE>
<CAPTION>
                                 YEAR-END OPTION VALUES

                                  NUMBER OF UNEXERCISED            VALUE OF UNEXERCISED
                                    OPTIONS AT END OF              IN-THE-MONEY OPTIONS
                                          1996                        AT END OF 1996
                               ---------------------------     ---------------------------
NAME                           EXERCISABLE   UNEXERCISABLE     EXERCISABLE   UNEXERCISABLE
- ----                           -----------   -------------     -----------   -------------
<S>                             <C>             <C>             <C>             <C>  
Dr. Voglis ...................   16,200          72,600          $    0          $   0
Dr. Michalopoulos ............   13,600          86,400          $    0          $   0

</TABLE>

- -------------------------
(1)  Value based on the difference between the closing price of the Company's
     Common Stock as reported by the Nasdaq Small Cap Market on December 31,
     1996 and the option exercise price per share multiplied by the number of
     shares subject to the option.

EMPLOYMENT AGREEMENTS

         Dr. Michalopoulos has entered into an Employment Agreement with the
Company. The Employment Agreement provides for a term of employment of five
years commencing January 1, 1995 and ending December 31, 1999. Under the terms
of the Employment Agreement, Dr. Michalopoulos has assumed the position of
Chairman of the Board of Directors and Chief Scientific Advisor for the Company
and is entitled to receive an annual salary of $50,000 for serving as Chairman
of the Board of Directors and $50,000 for serving as Chief Scientific Advisor.
In addition, Dr. Michalopoulos is eligible to participate in the Company's
401(k) plan. Dr. Michalopoulos has also been granted an option under his
Employment Agreement to purchase up to 108,000 shares of the Company's Common
Stock exercisable in five equal increments of 21,600 shares in each of the
calendar years beginning January 1, 1996 and ending January 1, 2000. The
exercise price for the option is $4.75. On June 5, 1996, Dr. Michalopoulos
relinquished his option to purchase 8,000 shares of the Company's stock under
his employment agreement. In the event that Dr. Michalopoulos does not exercise
any of the options during such years, he has the right to accumulate such
options to be exercised no later than December 31, 2005. In his Employment
Agreement, Dr. Michalopoulos has agreed not to compete directly or indirectly
with the Company in the field of image processing anywhere in the United States,
Canada or the European Common Market Community for a period of two years after
termination of the Employment Agreement. Dr. Michalopoulos has also agreed not
to divulge to any third party any confidential information of the Company. If
Dr. Michalopoulos is terminated as a result of the sale, acquisition or merger
of the Company, Dr. Michalopoulos will be entitled to severance in an amount
equal to 12 months' salary. If Dr. Michalopoulos is terminated for cause,
severance is limited to an amount equal to six months' salary. The Company must
give written notice to Dr. Michalopoulos by April 30, 1999 if it does not seek
to renew the Employment Agreement after December 31, 1999.

         Dr. Voglis has entered into an Employment Agreement with the Company.
The Employment Agreement provides for a term of employment of three years
commencing January 1, 1995 and ending December 31, 1997. Under the terms of the
Employment Agreement, Dr. Voglis assumes the position of President and Chief
Executive Officer of the Company and is entitled to receive a salary of
$120,000. In addition, Dr. Voglis is eligible to participate in the Company's
401(k) plan and will be eligible for an incentive bonus upon satisfaction of
certain performance objectives established by the Company's compensation and
stock option committee. In his Employment Agreement, Dr. Voglis has agreed not
to compete directly or indirectly with the Company in the field of image
processing anywhere in the United States, Canada or the European Common Market
Community for a period beginning as of January 1, 1995 through the date two
years after termination of the Employment Agreement. Dr. Voglis has also agreed
not to divulge to any third party any confidential information of the Company.
If Dr. Voglis is terminated as a result of the sale, acquisition or merger of
the Company, Dr. Voglis will be entitled to severance in an amount equal to six
months' salary. If Dr. Voglis is terminated for cause, severance is limited to
an amount equal to three months' salary. The Company must give written notice to
Dr. Voglis by April 30, 1997 if it does not seek to renew the Employment
Agreement after December 31, 1997. On August 27, 1996, the Board of Directors
adopted a recommendation of the Compensation Committee to extend Dr. Voglis'
employment through 1998 and grant him options to purchase 40,200 shares of the
Company's common stock at $3.50 per share.


                             PRINCIPAL SHAREHOLDERS

         The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of March 1, 1997 by: (i)
each director of the Company, (ii) each executive officer of the Company named
in the Summary Compensation Table, (iii) all directors and executive officers of
the Company as a group and (iv) each person or entity known by the Company to
own beneficially more than five percent of the Company's Common Stock. The
address of each of the following shareholders is the same as the Company.

<TABLE>
<CAPTION> 
                                                  SHARES BENEFICIALLY    PERCENT OF OUTSTANDING
                                                        OWNED (1)               SHARES (1)
                                                  -------------------    ----------------------
<S>                                                  <C>                         <C>  
     Panos G. Michalopoulos.....................      1,170,848(2)                46.3%
     Spiro G. Voglis       .....................         56,698(3)                 1.5%
     Richard C. Magnuson   .....................         94,338(4)                 3.8%
     Richard P. Braun      .....................         86,778                    3.5%
     James Murdakes        .....................         27,938(5)                 1.1%
     C. (Dino) Xykis       .....................          2,000(6)                    *
     All Directors and Executive Officers.......      1,351,000                   54.6%

</TABLE>

- -----------------------
*    Less than 1%.

(1)  Beneficial ownership is determined in accordance with rules of the
     Securities and Exchange Commission, and includes generally voting power
     and/or investment power with respect to securities. Shares of Common Stock
     subject to options or warrants currently exercisable or exercisable within
     60 days of March 1, 1997 ("Currently Exercisable Options") are deemed
     outstanding for computing the beneficial ownership percentage of the person
     holding such options but are not deemed outstanding for computing the
     beneficial ownership percentage of any other person. Except as indicated by
     footnote, the persons named in the table above have the sole voting and
     investment power with respect to all shares of Common Stock shown as
     beneficially owned by them.

(2)  Includes 21,598 shares held by Dr. Michalopoulos' wife and 300 shares held
     by his son, as to which Dr. Michalopoulos disclaims beneficial ownership.
     Also includes 35,200 shares issuable pursuant to Currently Exercisable
     Options.

(3)  Shares are held jointly with Dr. Voglis' wife. Also includes 32,400 shares
     issuable pursuant to Currently Exercisable Options.

(4)  Includes 39,852 shares held by Operating Managements, Inc., a corporation
     controlled by Mr. Magnuson.

(5)  Includes 20,000 shares issuable pursuant to Currently Exercisable Options.

(6)  Includes 2,000 shares that are owned by Dr. Xykis' mother for which Dr.
     Xykis holds voting and investment power.


                                    AUDITORS

         The Board of Directors intends to appoint Ernst & Young LLP as the
Company's independent auditors for the year ending December 31, 1997. Ernst &
Young LLP audited the financial statements for the Company for the year ended
December 31, 1996. Representatives of Ernst & Young LLP will be present at the
1997 Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
shareholders.


                      PROPOSALS FOR THE NEXT ANNUAL MEETING

         Any proposal by a shareholder to be presented at the next annual
meeting must be received at the Company's principal executive offices, 500
Spruce Tree Centre, 1600 University Avenue, St. Paul, Minnesota 55104, not later
than November 26, 1997.

                                       By Order of the Board of Directors,



                                       Spiro G. Voglis
                                       Secretary

Dated:  March 25, 1997





IMAGE SENSING SYSTEMS, INC.
1600 UNIVERSITY AVENUE WEST. #500
ST. PAUL, MINNESOTA 55104

                                     PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned, having duly received the Notice of Annual Meeting and
Proxy Statement dated March 18, 1997, appoints Spiro G. Voglis and Arthur J.
Bourgeois as proxies (each with the power to act alone and with the power of
substitution and revocation), to represent the undersigned and to vote, as
designated below, all shares of Common Stock of Image Sensing Systems, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
to be held on Wednesday, May 12, 1997 at the Crowne Plaza Northstar Hotel, 618
Second Avenue South, Minneapolis, Minnesota at 3:30 p.m., and any adjournment
thereof. Each of the matters set forth below has been proposed by the Company.

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS PROVIDED BY THE
UNDERSIGNED SHAREHOLDER, THIS PROXY WILL BE VOTED "FOR" ITEM 1 LISTED HEREIN.
UPON ALL OTHER MATTERS, THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE COMPANY.

     Receipt of Notice of Annual Meeting of Shareholders and Proxy Statement is
acknowledged by your execution of this proxy. Complete, sign, date, and return
this proxy in the addressed envelope--no postage required. Please mail promptly
to save further solicitation expenses.

1.   ELECTION OF DIRECTORS.

     FOR all nominees listed below            WITHHOLD AUTHORITY
     (EXCEPT AS MARKED TO THE CONTRARY        TO VOTE FOR ALL NOMINEES LISTED
     BELOW)                           [ ]     BELOW                          [ ]

     (INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, STRIKE A
     LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

     Panos G. Michalopoulos, Spiro G. Voglis, Richard C. Magnuson, Richard P.
     Braun, James Murdakes, C. (Dino) Xykis

                           (CONTINUED ON REVERSE SIDE)

2.   In their discretion, the proxies are authorized to vote upon such other
     business as may properly come before the meeting.

     INSTRUCTION: When shares are held by joint tenants, all joint tenants
should sign. When signing as attorney, executor, administrator, trustee,
custodian, or guardian, please give full title as such. If shares are held by a
corporation, this proxy should be signed in full corporate name by its president
or other authorized officer. If a partnership holds the shares subject to this
proxy, an authorized person should sign in the name of such partnership.

                                        PLEASE SIGN, DATE AND MAIL THIS PROXY IN
                                        THE ENCLOSED ADDRESSED ENVELOPE, WHICH
                                        REQUIRES NO POSTAGE IF MAILED IN THE
                                        U.S.

                                        PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
                                        HEREON. JOINTLY OWNED SHARES WILL BE
                                        VOTED AS DIRECTED IF ONE OWNER SIGNS
                                        UNLESS ANOTHER OWNER INSTRUCTS TO THE
                                        CONTRARY, IN WHICH CASE THE SHARES WILL
                                        NOT BE VOTED. IF SIGNING IN A
                                        REPRESENTATIVE CAPACITY, PLEASE INDICATE
                                        TITLE AND AUTHORITY.

                                        Dated:____________________________, 1997


                                        _______________________________________
                                                      Signature



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission