ROSEVILLE COMMUNICATIONS COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Roseville Communications Company
(hereinafter called the Company) will be held at the Company's Industrial Avenue
Facility, 8150 Industrial Avenue, Building A, Roseville, California, on Friday,
June 20, 1997 at 8:00 o'clock P.M., for the following purposes:
1. To elect a Board of five (5) Directors; and
2. To transact such other business as may properly come before the meeting.
Only shareholders of record on the books of the Company as of 5:00 o'clock
P.M., May 9, 1997 will be entitled to vote at the meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ THOMAS E. DOYLE
THOMAS E. DOYLE
Secretary
SHAREHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO FILL IN, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.
Roseville, California, April 25, 1997.
ROSEVILLE COMMUNICATIONS COMPANY
P.O. BOX 969
211 LINCOLN STREET
ROSEVILLE, CALIFORNIA 95678
APRIL 25, 1997
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Roseville Communications Company (hereinafter called the
Company) to be used at the Annual Meeting of Shareholders on June 20, 1997, or
any adjournment thereof, for the purposes set forth in the foregoing notice. Any
shareholder may revoke his or her proxy at any time prior to its use by written
communication to the Secretary of the Company or by attendance at the Annual
Meeting and voting in person.
The approximate date of mailing to shareholders of Notice of Annual Meeting
and this Proxy Statement is April 25, 1997.
VOTING SECURITIES
The Company has only one class of voting security, its Common Stock, entitled
to one vote per share and, as explained below, to cumulative voting in the
election of Directors. Only shareholders of record at 5:00 o'clock P.M. on May
9, 1997, will be entitled to vote at the Annual Meeting. As of the close of
business on February 28, 1997, there were 15,358,720 shares of the Company's
Common Stock outstanding. On February 28, 1997, no person was known by the
Company to be the beneficial owner of more than five percent of its issued and
outstanding Common Stock, except as follows:
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Class
------------------- ----------------------- ----------
Roseville Telephone Company
Retirement Supplement Plan 1,693,437(1) 11.0%
P.O. Box 969
Roseville, California 95678
____________
(1) Shared voting and investment power.
Shares cannot be voted at the meeting unless the owner is present or
represented by proxy. Because abstentions with respect to any matter are treated
as shares present or represented and entitled to vote for the purposes of
determining whether that matter has been approved by the shareholders,
abstentions have the same effect as negative votes. Broker non-votes and shares
as to which proxy authority has been withheld with respect to any matter are not
deemed to be present or represented for purposes of determining whether
shareholder approval of that matter has been obtained.
In voting for Directors, each shareholder is entitled to vote his shares for
as many persons as there may be Directors to be elected, to accumulate his votes
and give one nominee votes equal to the number of Directors multiplied by the
number of shares of stock owned by him or to distribute his votes upon the same
principle among as many nominees as he thinks fit. The five candidates for
election as Directors at the Annual Meeting of Shareholders who receive the
highest number of affirmative votes will be elected. The approval of any other
matters submitted for shareholder approval at the Annual Meeting will require
the affirmative vote of a majority of the shares of the Company present or
represented and entitled to vote at the meeting.
ELECTION OF DIRECTORS
The following persons are nominees for Director to serve until the next Annual
Meeting of Shareholders and until their successors shall have been elected and
shall qualify. The nominees constitute the present Board of Directors, all of
whom were elected at the last Annual Meeting of Shareholders of the Company.
During 1996, the Board of Directors held twelve regular meetings, of which no
Director attended less than 75 percent. The Company's Board of Directors has no
standing audit or nominating Committee. In 1994 the Board of Directors
established a Compensation Committee, comprised of independent Directors, whose
functions include the review of and recommendations with respect to officer
compensation, the review of officer performance and consideration of benefit
issues generally. The Compensation Committee members are John R. Roberts III,
who serves as Chairman, and Ralph E. Hoeper.
Shares represented by the proxy will be voted and the proxies will vote for
the election of all the nominees to the Board of Directors, except to the extent
that authority to vote for particular nominees has been withheld. If any person
is unable or unwilling to serve as a nominee for the office of Director at the
date of the Annual Meeting, or any adjournment thereof, the proxies will vote
for such substitute nominee as shall be designated by the proxies. Management
has no reason to believe that any of the nominees will be unable to serve if
elected a Director. The present Directors and Officers (consisting of eight
individuals) beneficially owned, as of February 28, 1997, an aggregate 694,110
shares, or 4.5% of the Company's Common Stock. In respect to the nominees and
all the Directors and Officers as a group, the following information is
furnished as of February 28, 1997.
Principal Occupation and Shares of
Business Experience for Company Percent
Past Five Years Director Beneficially of
Name Age Since Owned(1) Class
---- --- ------------------ ------- ----------- ------
Robert L. 78 Chairman of the Board of 1954 320,779 2.1%
Doyle(2) Directors of the Company;
(3) President and Chief
Executive Officer of the
Company from 1954 to
1993.
Brian H. 54 President and Chief 1993 8,380 *
Strom(4) Executive Officer of the
Company (since December
1993); Vice President and
Chief Financial Officer
of the Company from 1989
to 1993.
Thomas E. 68 Vice President (since 1951 298,217 1.9%
Doyle(2) 1972) and Secretary-
Treasurer (since 1965) of
the Company; Chairman of
the Board, Placer Savings
Bank, Auburn, California.
Ralph E. 72 President, Foresthill 1987 42,040 *
Hoeper(5) Telephone Company,
Foresthill, California.
John R. 45 Executive Director (since 1993 10,966 *
Roberts 1990), California Rice
III(5) Industry Association;
Director, Meta
Information Services,
Inc., Sacramento,
California.
All 694,110 4.5%
Directors
and
Officers
as a
group (8
persons)
____________
* Less than 1.0%.
(1) Each beneficial owner has shared voting and investment power unless
otherwise noted.
(2) Robert L. Doyle and Thomas E. Doyle are brothers.
(3) Included in Robert L. Doyle's share ownership figure are 144,678 shares
in respect of which he has sole voting and investment power.
(4) Included in Brian H. Strom's share ownership figure are 7,465 shares in
respect of which he has sole voting and investment power.
(5) Ralph E. Hoeper and John R. Roberts III serve on the Compensation
Committee.
Compensation of Directors
All Directors other than Robert L. Doyle and Brian H. Strom (who have not
received compensation as Directors since April 1994) were compensated by a fee
of $1,000 per month and $500 for each Board meeting they attended in 1996.
EXECUTIVE COMPENSATION
The following table sets forth the executive compensation paid during the
years ended December 31, 1996, 1995 and 1994, to all officers of the Company who
earned more than $100,000 in combined salary and bonus in 1996:
Summary Compensation Table
Annual Compensation
Other Annual All Other
Name and Salary(2) Bonus Compensa- Compensa-
Principal Position(1) Year $ $ tion(3) $ tion(4) $
--------------------- ---- ------- ------ --------- ---------
Robert L. Doyle 1996 350,768 - 6,425 82,225
Chairman of the 1995 369,961 - 9,685 60,462
Board of
Directors 1994 361,496 - 9,685 21,097
Brian H. Strom 1996 342,234 50,000 1,235 8,475
President and 1995 322,229 - 1,235 8,335
Chief Executive 1994 274,207 - 1,235 8,493
Officer
A. A. Johnson(5) 1996 171,287 - - 25,791
Executive Vice 1995 262,050 - 9,685 16,042
President and
Chief Operating
Officer 1994 238,428 - 9,685 8,493
Michael D. 1996 261,461 35,000 745 8,475
Campbell(6)
Executive Vice 1995 233,915 - 745 8,335
President and
Chief Financial
Officer 1994 163,255 - 560 -
Jay B. Kinder(7) 1996 145,213 - 995 8,577
Vice President,
Customer Services
- Roseville
Telephone Company
Rulon D. 1996 126,730 - 1,310 7,906
Blackburn(7) Vice
President,
Network
Services -
Roseville
Telephone Company
____________
(1)The Company is the successor to Roseville Telephone Company effective
October 1, 1996. Unless otherwise described, each of the named individuals
serve in their identified capacity for both the Company and its wholly-owned
subsidiary Roseville Telephone Company.
(2)Reflects for Robert L. Doyle and Brian H. Strom, in addition to salary,
director's fees in the amount of $3,000 for the year ended December 31, 1994
and, in respect of Michael D. Campbell, salary from the commencement of his
employment on March 14, 1994.
(3)Other annual compensation consists of gross-up payments to officers and other
employees for tax liability incurred in connection with imputed premiums in
respect of life insurance coverage in excess of $50,000.
(4)Reflects employer contributions to the Company's Retirement Supplement Plan
and, for Robert L. Doyle in 1996, 1995 and 1994, payments to Mr. Doyle
pursuant to the SERP in the amount of $73,950, $52,313 and $11,864,
respectively and, for A. A. Johnson in 1996 and 1995, payments to Mr. Johnson
pursuant to the SERP in the amount of $17,316 and $7,707, respectively. See
"Retirement Supplement Plan" and "Pension Plan and SERP" for further
information.
(5)A. A. Johnson retired effective June 30, 1996.
(6)Michael D. Campbell was elected Vice President and Chief Financial Officer of
Roseville Telephone Company effective March 14, 1994 and Executive Vice
President and Chief Financial Officer effective April 7, 1996.
(7)Jay B. Kinder and Rulon D. Blackburn were elected officers of Roseville
Telephone Company effective April 7, 1996.
Retirement Supplement Plan
The Company has a Retirement Supplement Plan in which all employees of the
Company are eligible to participate after one year of service. Under the
Retirement Supplement Plan, eligible employees of the Company are allowed to
contribute to the plan not more than 6% of their annual compensation as an
"employee savings contribution." Eligible employees may also contribute to the
plan not more than 10% of their annual compensation as an "employee retirement
contribution." Generally, in accordance with Section 401(k) of the Internal
Revenue Code, an employee who makes an employee retirement contribution reduces
by the amount of such contribution the amount of his or her taxable income that
is otherwise currently reportable for Federal tax purposes. The Company will
make employer contributions to the plan equal to 50% of the employee's aggregate
savings and retirement contributions. Subject to plan limitations on total
contributions and Company matching contributions, an employee may elect to make
either a savings contribution or a retirement contribution, or both. Employees
may voluntarily withdraw their employee savings contributions upon appropriate
notice to the Company, but must reach the age of 59 1/2, or alternatively,
demonstrate a financial hardship to withdraw their employee retirement
contributions. Employees are always fully vested in employer retirement
contributions, and become vested in employer savings contributions at the rate
of 20% per year of participation until fully vested or fully vested upon death,
disability or the reaching of age 65. Distribution from the plan occurs
generally upon termination of employment.
Pension Plan and SERP
The Company has a qualified defined benefit pension plan in which all
employees are eligible to participate substantially concurrently with the
commencement of employment ("Pension Plan"), as well as a supplemental non-
qualified and unfunded supplemental executive retirement plan ("SERP"). The SERP
provides benefits that would otherwise be denied participants by reason of
certain Internal Revenue Code limitations on qualified plan benefits, based on
remuneration that is covered under the plans and years of service with the
Company. Benefits under the plans are a function of a participant's years of
service with the Company and the employee's average annual compensation during
the period of the five consecutive years in the last ten years of credited
service in which annual compensation was the largest. The monthly retirement
benefit payable under the plans will be adjusted on the basis of actuarial
equivalents for a joint and survivor benefit and for optional forms of benefit,
such as the early retirement benefit. Benefits become fully vested at age 65 or
on the completion of 5 years of service, whichever first occurs, and are not
subject to any deduction for Social Security or other offset amounts.
While the Company may terminate the plans at any time, such termination will
not deprive any participant or beneficiary of any vested accrued benefits under
the plan to the extent such benefits are then funded.
Since the Pension Plan is a defined benefit plan, funding is determined with
respect to participants as a group and costs cannot be readily allocated to any
individual participant. The ratio of 1996 plan contributions to estimated total
covered compensation was 13.5%. Estimated total covered compensation has been
determined by increasing the total base annual rate of compensation of plan
participants at January 1, 1996 by 6.0%. Robert L. Doyle, Brian H. Strom, A. A.
Johnson, Michael D. Campbell are entitled to benefits under the Pension Plan and
the SERP and Jay B. Kinder and Rulon D. Blackburn under the Pension Plan, and at
December 31, 1996, were credited with 43, 8, 19, 2, 33 and 34 years of service,
respectively, under the plans. The compensation covered by the Pension Plan and
the SERP for each participant is substantially similar to the sum of the salary
and other annual compensation reported above for each executive officer. The
table below illustrates approximate annual benefits payable under the plans for
the ranges of pay and periods of service indicated, assuming retirement at age
65 in 1997.
Highest
Consecutive Estimated Annual Pension for
Five-Year Representative Years of Service
Average ------------------------------------------------------------
Compensation 15 20 25 30 35 40
- ------------ ----- ----- ----- ----- ----- -----
$100,000 $26,250 $35,000 $43,750 $52,500 $61,250 $70,000
125,000 32,813 43,750 54,688 65,625 76,563 87,500
150,000 39,375 52,500 65,625 78,750 91,875 105,000
175,000 45,938 61,250 76,563 91,875 107,188 122,500
200,000 52,500 70,000 87,500 105,000 122,500 140,000
225,000 59,063 78,750 98,438 118,125 137,813 157,500
250,000 65,625 87,500 109,375 131,250 153,125 175,000
300,000 78,750 105,000 131,250 157,500 183,750 210,000
400,000 105,000 140,000 175,000 210,000 245,000 280,000
Compensation Committee Interlocks and Insider Participation
In early 1994, the Board of Directors established a Compensation Committee of
independent Directors comprised of John R. Roberts III, who currently serves as
Chairman, and Ralph E. Hoeper.
Report of the Compensation Committee Concerning Compensation
The Compensation Committee in 1994 assumed the responsibility of reviewing and
recommending a compensation program for the Company's officers. Previously such
responsibility was held by the entire Board of Directors. The measures of
performance used by the Compensation Committee in 1996 included:
(i) operational goals, financial performance and the achievement of
stockholder value, together with each officer's individual effectiveness in
reaching those goals and achieving desirable financial performance and
shareholder value;
(ii) the skill levels and duties of the Company's officers, including the
limited number of officers and the resulting determination of increased
responsibilities for the Company's officers in relation to other companies;
(iii) the compensation earned by officers of other telephone and
telecommunications companies; and
(iv) officer compensation at general industry companies of similar size to
the Company within the Sacramento, California metropolitan area and in other
areas of the United States with comparable cost-of-living and compensation
levels.
The Compensation Committee also realizes the significance of the distinctions
between the compensation policy at the Company and at other companies, both
within and outside the telecommunications industry. Most importantly,
substantially all of the officers' compensation is derived from base salary.
Compensation incentives utilized at other companies, such as stock options have
never been adopted by the Company. Only in 1996 did the Company award bonuses to
executive officers in recognition of their services and contributions to the
Company during that fiscal year.
In addition, the Compensation Committee received the assistance of independent
consulting firms specializing in compensation matters which prepared reports in
1994, 1995 and 1996 with respect to the Company's compensation policies and
related matters. The engagement of the independent consultants was implemented
in furtherance of the Compensation Committee's goal to provide compensation
opportunities that attract, motivate and retain the most qualified officers who
can contribute to the long-term performance and growth of the Company. The
consulting firms reviewed the design of the Company's various plans in meeting
the stated goal. In addition, the 1994 and 1995 consulting firm reports provided
the Compensation Committee with an analysis of compensation paid to executives
in comparable positions in other companies. Compensation for the Company's
executive officers was largely determined with reference to the information
provided in these reports.
The 1996 compensation awarded to Brian H. Strom, President and Chief Executive
Officer, was comprised almost entirely of his salary and bonus. Mr. Strom's
salary and bonus was established taking into consideration the individual and
Company compensation criteria and policies described above. In addition, the
Compensation Committee also considered that 1994 compensation, and to a lesser
extent 1995 compensation, for the Company's executive officers, including the
Chief Executive Officer, was below median figures for comparable companies. As a
result, the Compensation Committee made a conscious effort to advance the salary
of the Chief Executive Officer to the median of such comparable companies. In
addition, the Compensation Committee also recognized the continued successful
financial performance of the Company measured by revenue and net income results,
the Company's continued technological advancements, and the contributions of the
Chief Executive Officer in helping the Company achieve such performance and
advancements.
In connection with the independent consultant reports utilized to assist in
the determination of officer compensation, three of the twelve companies whose
compensation policies were considered are among the seventeen companies
constituting the Dow Jones Telephone Systems Index. All of the companies whose
policies were considered for compensation comparisons are engaged in the
telecommunications industry in general, and the local exchange carrier business
in particular. In addition to the nature of their business, such comparison
companies were comparable to the Company in one or more of the following
categories: revenues, access lines, assets and geographic location.
Substantially all of the companies in the Dow Jones Telephone Systems Index are
larger than the Company and it was determined that comparison of compensation of
the Company's officers with the officers of the other companies would not be
meaningful.
Compensation Committee,
John R. Roberts III, Chairman
Ralph E. Hoeper
EXECUTIVE OFFICERS
The following table provides information regarding certain executive officers
of the Company as of February 28, 1997:
Shares of
Principal Occupation and Company Percent
Business Experience for Beneficially of
Name Age Past Five Years(1) Owned(2) Class
---- --- ------------------------ ------------ ------
Robert L. 78 Chairman of the Board of 320,779 2.1%
Doyle(3) Directors; President and
Chief Executive Officer
(1954 to 1993)
Brian H. 54 President and Chief Executive 8,380 *
Strom(4) Officer (since December 1993);
Vice President and Chief
Financial Officer (1989 to
1993)
Michael D. 48 Executive Vice President and 6,296 *
Campbell Chief Financial Officer
(since April 1996); Vice
President and Chief Financial
Officer(1994 to 1996);
Partner, Ernst & Young LLP
(1983 to 1994)
Jay B. 52 Vice President, Customer 1,275 *
Kinder(5) Services - Roseville Telephone
Company (since April 1996);
Director of Marketing and
Planning (1993 to 1996)
and Marketing and Planning
Manager (1989 to 1993) of
Roseville Telephone Company
Rulon D. 56 Vice President, Network 6,157 *
Blackburn(6) Services - Roseville Telephone
Company(since April 1996);
Director, Network Services
(1994 to1996) and Central
Office Maintenance
Administrator (1989 to 1994)
____________
(1)The Company is the successor to Roseville Telephone Company effective October
1, 1996. Unless otherwise described, each of the named individuals serve in
their identified capacity for both the Company and its wholly-owned
subsidiary Roseville Telephone Company.
(2)Each beneficial owner has shared voting and investment power unless otherwise
noted.
(3)Included in Robert L. Doyle's share ownership figure are 144,678 shares in
respect of which he has sole voting and investment power.
(4)Included in Brian H. Strom's share ownership figure are 7,465 shares in
respect of which he has sole voting and investment power.
(5)Included in Jay B. Kinder's share ownership figure are 1,175 shares in
respect of which he has sole voting and investment power.
(6)Included in Rulon D. Blackburn's share ownership figure are 85 shares in
respect of which he has sole voting and investment power.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Common Stock of the Company to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of Common Stock of the Company. Officers, directors and
greater than ten-percent shareholders are required by the Commission's
regulations to furnish the Company with copies of all forms they file pursuant
to Section 16(a).
To the Company's knowledge, during the two fiscal years ended December 31,
1996, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were satisfied.
Performance Graph
The following graph shows a five-year comparison of cumulative total
shareholder return of the Company's Common Stock(assuming dividend
reinvestment) with the Dow Jones Telephone Systems Index (a published index
which includes 17 telecommunications companies) and Standard & Poor's ("S&P")
500 Stock Index. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for each of the periods assumes that
$100 was invested on December 31, 1991 in each of Roseville Communications
Company, the Dow Jones Telephone Systems Index and S&P 500 Stock Index. The
stock performance shown on the graph below is not necessarily indicative of
future price performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Roseville Communications Company,
DJ Telephone Systems and S&P 500
[PERFORMANCE GRAPH]
Measurement Period Roseville Commu- DJ Telephone Sys- S&P
(Fiscal Year Covered) nications Company tems Index dex
------------------ --------------- ----------- ----
1991 100 100 100
1992 113 111 108
1993 127 133 118
1994 136 125 120
1995 150 182 165
1996 158 188 203
INDEPENDENT AUDITORS
Ernst & Young LLP, the Company's auditors since 1960, has been selected by the
Company as its independent auditors for the current year. A representative of
Ernst & Young LLP is expected to be present at the meeting to be available to
respond to appropriate questions and will have the opportunity to make a
statement if such representative desires to do so.
COST OF SOLICITATION
The total cost of preparing, assembling and mailing the proxy statement, the
form of proxy, any additional material intended to be furnished to shareholders
concurrently with the proxy statement, and any additional material relating to
the same meeting or subject matter furnished to shareholders subsequent to the
furnishing of the proxy statement, will be borne by the Company. The Company
will, upon request, reimburse brokers and other nominees for costs incurred by
them in mailing the proxy statement, the form of proxy and any additional
material intended to be furnished to shareholders concurrently with the proxy
statement to beneficial owners. In addition, officers and regular employees may
solicit proxies by telephone or in person.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
As of this date, there are no other matters the management intends to present
or has reason to believe others will present to the meeting. If other matters
now unknown to the management come before the meeting, those who shall act as
proxies will vote in accordance with their best judgment.
Proposals of shareholders intended to be presented at the 1998 Annual Meeting
must be received by the Company not later than January 6, 1998 to be considered
for inclusion in the Company's proxy statement.
Roseville, California, April 25, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ROBERT L. DOYLE
ROBERT L. DOYLE
Chairman of the Board
ROSEVILLE COMMUNICATIONS
COMPANY
PROXY
SOLICITED
ON BEHALF OF THE
BOARD OF
DIRECTORS FOR THE
ANNUAL MEETING
JUNE 20, 1997
THE UNDERSIGNED STOCKHOLDER HEREBY APPOINTS ROBERT L. DOYLE, BRIAN H. STROM,
THOMAS E. DOYLE, RALPH E. HOEPER AND JOHN R. ROBERTS III OR ANY ONE OR MORE OF
THEM, WITH FULL POWER OF SUBSTITUTION, TO ACT AS PROXY FOR AND TO VOTE THE STOCK
OF THE UNDERSIGNED AT THE ANNUAL MEETING OF STOCKHOLDERS OF ROSEVILLE
COMMUNICATIONS COMPANY, TO BE HELD AT THE COMPANY'S INDUSTRIAL AVENUE FACILITY,
8150 INDUSTRIAL AVENUE, BUILDING A, ROSEVILLE, CALIFORNIA, ON JUNE 20, 1997, OR
ANY ADJOURNMENT THEREOF ON THE MATTERS BELOW:
(1) Election of Directors (The Board of Directors recommends
a vote "FOR"):
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to the to vote for all nominees
contrary below) [ ] listed below [ ]
Instruction: To withhold authority to vote for any individual nominee strike a
line through that nominee's name
Robert L. Doyle, Thomas E. Doyle, Ralph E. Hoeper, John R. Roberts III, Brian H.
Strom
(2)In their discretion on any other business which may properly come before the
meeting or any adjournment thereof;
all as set forth in the Notice of said meeting and in the Proxy Statement, both
dated April 25, 1997, the receipt of which is hereby acknowledged.
The shares represented by this proxy will be voted in accordance with the
specifications indicated.
Where no specification is made such shares will be voted FOR proposal (1)
hereof.
PLEASE DATE AND SIGN ON REVERSE SIDE (OVER)
DATED: DAY OF , 1997.
SIGNED:
______________________________________________________________
______________________________________________________________
Signature of Stockholder(s)
PLEASE DATE PROXY AND SIGN EXACTLY AS NAME OR
NAMES APPEAR AT RIGHT. IF STOCK IS REGISTERED
IN THE NAME OF TWO OR MORE PERSONS, EACH MUST
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.
YOUR VOTE IS IMPORTANT, PLEASE FILL IN AND RETURN PROMPTLY
