<PAGE>
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 Section240.14a-11(c) or
Section240.14a-12
SITEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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<PAGE>
[LOGO]
SITEL CORPORATION
111 SOUTH CALVERT
BALTIMORE, MARYLAND 21202
March 31, 1998
Dear Stockholder:
It is our pleasure to invite you to your Company's Annual Meeting of
Stockholders in Omaha on May 13, 1998. In the following pages you will find
information about the meeting and a Proxy Statement.
If you cannot be with us in person, please be sure to vote your shares by
proxy. To vote by proxy, please mark, sign and date the enclosed proxy card and
return it in the enclosed return envelope. Your prompt return of the proxy card
will help your Company avoid additional solicitation costs. In person or by
proxy, your vote is important.
Sincerely yours,
[SIGNATURE]
James F. Lynch
CHAIRMAN OF THE BOARD
<PAGE>
SITEL CORPORATION
111 SOUTH CALVERT
BALTIMORE, MARYLAND 21202
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MAY 13, 1998
------------------------
To the Stockholders of
SITEL Corporation
The annual meeting of stockholders of SITEL Corporation will be held on
Wednesday, May 13, 1998, at 2:00 p.m. Central Standard Time, at the Omaha
Marriott, 10220 Regency Circle, Omaha, Nebraska, for the following purposes:
1. To elect two directors for a three-year term.
2. To ratify the selection of KPMG Peat Marwick LLP as the Company's
independent auditors.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
March 16, 1998, as the record date for determining the stockholders of the
Company entitled to notice of and to vote at the meeting.
Barry S. Major
CORPORATE SECRETARY
March 31, 1998
PLEASE MARK, SIGN, AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE ENCLOSED FOR YOUR USE. THE PROXY WILL NOT BE USED IF YOU ATTEND
THE MEETING IN PERSON AND SO REQUEST.
<PAGE>
[LOGO]
SITEL CORPORATION
111 SOUTH CALVERT
BALTIMORE, MARYLAND 21202
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 1998
This Proxy Statement is being furnished by SITEL Corporation, a Minnesota
corporation ("SITEL" or the "Company") to holders of shares of its Common Stock,
par value $.001 per share ("Common Stock"), in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Annual
Meeting of Stockholders of the Company to be held on May 13, 1998 at the Omaha
Marriott, 10220 Regency Circle, Omaha, Nebraska, commencing at 2:00 p.m.,
Central Standard Time, and at any adjournments or postponements thereof (the
"meeting"). Holders of record of the $.001 par Common Stock of the Company
("Common Stock") at the close of business on March 16, 1998 will be entitled to
vote at the meeting.
PROXIES
Proxies are being solicited by the Board of Directors of the Company. The
Company will bear all costs of the solicitation. Stockholders' proxies are
received and counted by or under the direction of the Company's Secretary.
If the accompanying Proxy is properly signed and returned to the Company and
not revoked, the shares covered thereby will be voted in accordance with the
instructions contained therein (except where, as described below, an irrevocable
proxy is already on file with the Secretary of the Corporation for the same
shares). Unless contrary instructions are given, the persons designated as
proxies in the accompanying Proxy will vote for approval of the Resolutions set
forth in this Proxy Statement at the meeting. The accompanying Proxy may be
revoked by the person giving it at any time prior to its being voted; such
revocation may be accomplished by a letter, or by a duly executed Proxy bearing
a later date, filed with the Secretary of the Company prior to the meeting. If a
stockholder who has given a Proxy is present at the meeting and wishes to vote
in person, such stockholder may withdraw the Proxy at that time. Any irrevocable
proxy on file with the Secretary of the Company which has been given by a
stockholder whose stock is subject to a Voting Agreement in favor of James F.
Lynch shall control as to voting on matters covered by such irrevocable proxy
and be used in place of any Proxy in the accompanying form which is returned for
the same shares.
This Proxy Statement and the accompanying Proxy are first being sent to the
holders of Common Stock on or about March 31, 1998.
VOTING AT THE MEETING
At the close of business on March 16, 1998, the Company had outstanding
63,309,055 shares of Common Stock. Each such share of Common Stock is entitled
to one vote upon each matter to be voted upon at the meeting.
1
<PAGE>
A majority of the votes entitled to be cast on matters to be considered at
the meeting constitutes a quorum. If a share is represented for any purpose at
the meeting, it is deemed to be present for all other matters. Abstentions and
shares held of record by a broker or its nominee ("broker shares") that are
voted on any matter are included in determining the number of votes present.
Broker shares that are not voted on any matter at the meeting will not be
included in determining whether a quorum is present.
The two nominees receiving the highest vote totals will be elected as
directors of SITEL at the meeting. Accordingly, abstentions, failures to vote
and broker non-votes will not affect the outcome of the election of directors.
All other matters to be voted on will be decided by the affirmative vote of a
majority of the shares present in person or by proxy at the meeting and entitled
to vote. As a result, abstentions, failures to vote and broker non-votes will
have no effect on the vote on such other matters, except to the extent that they
affect the quorum required for the meeting and the shares present at the
meeting.
COMMON STOCK OWNED BY
CERTAIN BENEFICIAL OWNERS AND BY EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information as of March 16, 1998 with
respect to the beneficial ownership of the Company's Common Stock (i) by each
person or group who, to the knowledge of the Company, was the beneficial owner
(as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
more than 5% of the Common Stock, (ii) by each of the Company's executive
officers and directors, and (iii) by all executive officers and directors of the
Company as a group. Unless otherwise noted, each person or group identified has
sole voting and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------------- ---------------------- ------------
<S> <C> <C>
James F. Lynch (2)(3)(4)........................................... 14,490,018 22.9%
Henk P. Kruithof................................................... 8,012,356 12.7%
Matthew H. Gates (4)(5)............................................ 3,258,398 5.1%
The Capital Group Companies, Inc. (6).............................. 3,250,000 5.1%
Michael P. May (4)(5).............................................. 857,964 1.4%
Barry S. Major (4)................................................. 240,600 *
Phillip A. Clough (4).............................................. 69,500 *
George J. Kubat (4)(7)............................................. 47,500 *
Kelvin C. Berens (4)............................................... 24,100 *
Bill L. Fairfield (4).............................................. 8,000 *
All executive officers and directors as a group
(8 persons) (2)(3)(4)(5)......................................... 23,051,282 36.1%
</TABLE>
- ------------------------
* Less than 1%
(1) The address of Matthew H. Gates, a former executive officer, is 15 Colleton
River Drive, c/o Colleton River Plantation, Bluffton, South Carolina 29910.
The address of The Capital Group Companies, Inc., an institutional holder,
is 333 South Hope Street, Los Angeles, California 90071.
(2) Includes 6,474,678 shares owned by other stockholders over which Mr. Lynch
exercises voting control pursuant to a Voting Agreement. The Voting
Agreement grants Mr. Lynch the right to vote all shares of Common Stock held
by the stockholders signatory thereto in the manner directed by Mr. Lynch.
Mr. Lynch acquires voting control over additional shares which are issued
pursuant to the Company's stock option plans until such shares are sold by
the holders thereof into the public market.
(3) Includes 280,750 shares held by two 501(c)(3) organizations established by
Mr. Lynch. Mr. Lynch has shared voting and/or investment power with respect
to these 280,750 shares but disclaims beneficial ownership thereof.
2
<PAGE>
(4) Includes the following shares which may be acquired under stock options
which are exercisable currently or within 60 days: Mr. Lynch -- 15,340; Mr.
Gates -- 627,000; Mr. May -- 159,208; Mr. Major -- 240,000; Mr.
Clough -- 58,000; Mr. Kubat -- 8,000; Mr. Berens -- 8,000; and Mr.
Fairfield -- 8,000. Upon exercise, voting control over such shares will be
held by Mr. Lynch pursuant to a Voting Agreement.
(5) Except for shares which have been acquired by these persons in the public
market (representing in the aggregate less than 1% of the outstanding
shares), voting control over these shares is held by Mr. Lynch pursuant to a
Voting Agreement.
(6) Based on a Schedule 13G filing for the year ended December 31, 1997. The
Schedule 13G filing by The Capital Group Companies, Inc. and its investment
management subsidiary Capital Research and Management Company disclaims
beneficial ownership pursuant to Rule 13d-4.
(7) Includes 15,000 shares owned by a partnership for members of Mr. Kubat's
immediate family. Mr. Kubat shares investment power but disclaims beneficial
ownership.
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of six members,
divided into three classes whose terms expire in consecutive years. With the
conclusion of the initial terms of the Class III directors at this meeting, all
three classes of directors now serve for three-year terms.
The terms of the following directors (Class III) expire at this meeting:
James F. Lynch and Michael P. May. The Board of Directors' nominees to positions
on the Board expiring at the annual stockholders meeting in 2001 are: James F.
Lynch and Michael P. May.
The following paragraphs set forth the principal occupation of each director
for the last five years, other positions each has held, the date each was first
elected a director of the Company, the date each director's term expires, and
the age of each director. Directors who are nominees for election at the 1998
annual stockholders meeting are listed first.
JAMES F. LYNCH -- Nominee -- Omaha, Nebraska.
Mr. Lynch founded SITEL in 1985 and has served as Chairman and a director
since its inception. From SITEL's inception to January 1997, Mr. Lynch
served as Chief Executive Officer. Prior to founding SITEL, he served as
President of HQ800, Inc., a subsidiary of United Technologies that provided
telemarketing services to third parties. SITEL was formed when Mr. Lynch
negotiated the purchase of the assets of HQ800 from United Technologies.
From 1980 to 1984, Mr. Lynch served as Director of Sales and Marketing for
WATS Marketing of America, a former subsidiary of First Data Resources, a
credit card processing firm. WATS is now part of MATRIXX Marketing Inc., a
provider of telemarketing services. He is 48 years of age.
MICHAEL P. MAY -- Nominee -- Omaha, Nebraska.
Mr. May has served as Chief Executive Officer of SITEL since January 1997.
Mr. May previously served as President of SITEL since June 1996 and as an
Executive Vice President since October 1992, when SITEL acquired May
Telemarketing, Inc., which Mr. May founded in 1985. Prior to founding May
Telemarketing, he was a director, executive officer and treasurer between
1976 and 1982 of Applied Communications, Inc., a publicly-traded software
products company, now known as Transaction Systems Architects, Inc. He is 48
years of age.
3
<PAGE>
The following directors serve for terms that expire after 1998:
BILL L. FAIRFIELD -- Omaha, Nebraska.
Mr. Fairfield has been a director since July 1995. Since 1985, Mr. Fairfield
has been the Chief Executive Officer, President and a director of Inacom
Corp., a marketer and distributor of information technology products and
services. Mr. Fairfield is also a director of The Buckle, Inc. His current
term expires at the 1999 annual stockholders meeting. He is 51 years of age.
HENK P. KRUITHOF -- Brussels, Belgium.
Mr. Kruithof has served as Executive Vice Chairman and a director since
October 1996. Mr. Kruithof is also the Chairman of SITEL Europe plc
(formerly Mitre plc, which was merged with SITEL in September 1996). Mr.
Kruithof co-founded Mitre plc in 1992 and its predecessor Merit Direct
Limited in 1985, and has served as their Chairman since inception. Prior to
founding Mitre plc and Merit Direct Limited, Mr. Kruithof started a number
of businesses in various industry sectors and has extensive experience in
managing international businesses. His current term expires at the 1999
annual stockholders meeting. He is 61 years of age.
KELVIN C. BERENS -- Omaha, Nebraska.
Mr. Berens has been a director of the Company since July 1995 and previously
served as a director from shortly after the Company's inception until April
1995. Since 1985, Mr. Berens has been the Managing Partner of Berens & Tate,
P.C., a labor and employment law firm based in Omaha. Berens & Tate, P.C.
provides legal services to the Company in the areas of labor and employment
law. His current term expires at the 2000 annual stockholders meeting. He is
46 years of age.
GEORGE J. KUBAT -- Omaha, Nebraska.
Mr. Kubat has been a director since July 1995. Since 1992, Mr. Kubat has
been the Chief Executive Officer and President of Phillips Manufacturing
Co., a metal fabricating company based in Omaha. From 1969 to 1992, he
served in various positions with the Omaha office of Coopers & Lybrand, most
recently as Tax Partner-in-Charge. Mr. Kubat is also a director of America
First Companies L.L.C. and related publicly traded partnerships and American
Business Information, Inc. His current term expires at the 2000 annual
stockholders meeting. He is 52 years of age.
As part of the acquisition of Mitre plc, SITEL agreed to nominate Mr.
Kruithof to the Board and to use all reasonable efforts to solicit proxies for
the election of Mr. Kruithof to the Board until such time as Mr. Kruithof,
directly or indirectly, beneficially owns, in the aggregate, less than five
million of the outstanding shares of Common Stock, subject to adjustment for
future stock splits or other reclassifications.
Proxies received by the Board of Directors will be voted "FOR" the election
of the above nominees unless stockholders direct that their vote be withheld
from one or more of such nominees. In case any nominee shall become unavailable
for election to the Board of Directors for any reason not presently known or
contemplated, the proxy holders will have discretionary authority to vote the
proxies for a substitute. Proxies cannot be voted for a greater number of
persons than the number of nominees named above.
DIRECTORS' MEETINGS AND COMPENSATION
BOARD AND COMMITTEE MEETINGS
The Board of Directors meets on a regularly scheduled basis. During fiscal
1997, the Board met on nine occasions. Each director attended at least 75% of
the total number of meetings of the Board, and at least 75% of the meetings of
the Committees on which he served. The Board and Compensation Committee also
acted by unanimous written consent between regularly scheduled and special
meetings.
4
<PAGE>
The Board of Directors has an Audit Committee and a Compensation Committee,
all members of which are independent directors. The Audit Committee recommends
the annual engagement of the Company's auditors, with whom the Audit Committee
reviews the scope of audit and non-audit assignments, related fees, the
accounting principles used by the Company in financial reporting, internal
financial auditing procedures and the adequacy of the Company's internal control
procedures. Members of the Audit Committee, which met four times during fiscal
year 1997, are George J. Kubat (Chairman), Kelvin C. Berens, and Bill L.
Fairfield.
The Compensation Committee determines officers' salaries and bonuses and
administers the Company's stock option plans, except for the directors' stock
option plan which is administered by the Stock Option Plan Committee of the
Board, whose members consist of Henk P. Kruithof, James F. Lynch and Michael P.
May, employee directors who are not eligible to participate in the directors'
stock option plan. Members of the Compensation Committee, which met eight times
during fiscal 1997 and acted by unanimous written consent at other times, are
Bill L. Fairfield (Chairman) and George J. Kubat.
The Company does not have a standing Nominating Committee.
DIRECTOR COMPENSATION
For their service on the Board during 1997, non-employee directors were paid
$3,000 per quarterly meeting and $500 per special meeting of the Board of
Directors or committee thereof attended. Directors also are reimbursed for
expenses incurred in connection with attendance at Board of Directors and
committee meetings.
Upon election or re-election to a three-year term on the Board of Directors,
each non-employee director receives options to purchase 18,000 shares of Common
Stock, exercisable at the market price of the Common Stock as of the date of
grant. The number of options is prorated upon appointment or election to a term
less than three years. These options are granted under the Amended and Restated
SITEL Non-Employee Directors Stock Option Plan, vest and become exercisable in
three equal annual installments commencing one year after grant, and expire 10
years after issuance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; CERTAIN
TRANSACTIONS
The Compensation Committee is composed of Bill L. Fairfield (Chairman) and
George J. Kubat, both of whom are non-employee directors.
SITEL has purchased products and services from Inacom Corp., a company with
which Bill L. Fairfield is associated in various capacities, but such purchases
during fiscal 1997 were not sufficiently significant to be reportable.
Management believes that these transactions and relationships during fiscal 1997
were on terms that were reasonable and competitive. Additional transactions and
relationships of this kind can be expected to take place in the ordinary course
of business in the future as the Company's needs require.
Kelvin C. Berens is the Managing Partner and owner of more than 10% of the
voting stock in the Berens & Tate, P.C. law firm. The Company engaged the Berens
& Tate, P.C. firm to provide legal services in the areas of labor and employment
law during 1997 and expects to continue to engage the firm for such services.
The amounts which the Company paid such firm for such services in 1997 were not
sufficiently significant to be reportable.
As of December 31, 1997, the Company had advanced $230,162 to James F. Lynch
to enable Mr. Lynch to pay expenses incurred by him on behalf of the Company.
This advance accrues interest at a rate equal to 9% per annum. Upon Mr. Lynch's
subsequent itemization of expenses, the amount of this advance will be settled.
The advance is otherwise due and payable on May 31, 1998. Such advances can be
expected to take place in the ordinary course of business in the future in order
to enable Mr. Lynch to pay expenses incurred by him on behalf of the Company.
5
<PAGE>
EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth information
regarding annual and long-term compensation for the chief executive officer and
the other four most highly compensated executive officers of the Company as of
December 31, 1997 (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION STOCK OPTIONS
---------------------- OTHER ANNUAL (NUMBER OF ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS (1) COMPENSATION SHARES) (2) COMPENSATION (3)
- -------------------------------- ----------- ---------- ---------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
James F. Lynch, 1997 $ 250,000 $ -- -- -- $ 136,147
Chairman 1996 220,385 555,000 -- 38,350 130,542
1995 195,000 467,856 -- -- 134,277
Henk P. Kruithof, 1997 $ 163,600 $ -- -- -- $ --
Executive Vice Chairman 1996 54,354 -- -- -- --
1995 -- -- -- -- --
Michael P. May, 1997 $ 235,577 $ -- -- -- $ 16,352
Chief Executive Officer 1996 173,077 400,000 -- 175,000 20,620
1995 124,616 50,250 -- 796,040 492,815
Phillip A. Clough, 1997 $ 221,154 $ -- -- 400,000 --
President 1996 -- -- -- -- --
1995 -- -- -- -- --
Barry S. Major, 1997 $ 163,462 $ -- -- -- $ 11,042
Exec. Vice President -- Finance 1996 129,616 50,000 -- 110,000 6,733
1995 19,320 -- -- 600,000 --
</TABLE>
- ------------------------
(1) Represents bonus payments made to each Named Executive Officer on account of
the Company's performance during such fiscal year.
(2) 1997 OPTIONS. The 1997 options were granted to Phillip A. Clough in January
1997 for the purchase of shares of Common Stock of the Company at an
exercise price of $16.875 per share pursuant to the Amended and Restated
SITEL Corporation 1995 Employee Stock Option Plan (the "Employee Stock
Option Plan"). Options for 290,000 of these shares become vested and
exercisable in five equal annual installments (subject to accelerated
vesting and exercise in the event of a dissolution, merger, consolidation,
sale or lease of all or substantially all of the Company's business assets,
or a change in control of the Company). Options for the remaining shares
become vested and exercisable on May 12, 2006 and expire on November 11,
2006; these options are subject to accelerated vesting and to earlier
exercise at the rate of 20% per year if certain goals are met by SITEL
before May 12, 2006. 1996 OPTIONS. The 1996 stock options, other than those
granted to James F. Lynch, were granted in December 1996 for the purchase of
shares of Common Stock of the Company at an exercise price of $15.50 per
share. The 1996 options to James F. Lynch were granted in June 1996 in
accordance with Mr. Lynch's employment agreement for the purchase of shares
of Common Stock of the Company at exercise prices of $14.71 and $13.38 per
share pursuant to the Employee Stock Option Plan. 1995 OPTIONS. The 1995
stock options, other than those granted to Barry S. Major, were granted in
February 1995 for the purchase of shares of Common Stock of the Company at
an exercise price of $.0025 per share, in replacement of stock appreciation
rights previously granted under the Company's Employee Equity Benefit Plan
and previously granted stock options. The 1995 stock options to Barry S.
Major were granted in October 1995 for the purchase of shares of Common
Stock of the Company
6
<PAGE>
at an exercise price of $5.92 pursuant to the Employee Stock Option Plan and
become vested in five equal annual installments (subject to accelerated
vesting and exercise in the event of a dissolution, merger, consolidation,
sale or lease of all or substantially all of the Company's business assets,
or a change in control of the Company).
(3) Represents interest accrued in 1996 and 1997 on amounts accumulated by
Messrs. Lynch, Major and May under the Company's Executive Wealth
Accumulation Plan, under which plan any Company matching contributions begin
to vest after five years of service with the Company pursuant to a vesting
schedule (subject to accelerated vesting in the event of a change of control
of the Company); $70,908, $64,385, and $64,745 for Mr. Lynch for 1997, 1996
and 1995, respectively, pursuant to split-dollar life insurance
interest-free loans; and forgiveness in the amount of $479,188 related to a
note of Mr. May.
Mr. Kruithof became Executive Vice Chairman and a director of the Company in
October 1996, following the consummation of the acquisition of Mitre plc on
September 3, 1996. Compensation paid by the Company to Mr. Kruithof for services
rendered to Mitre plc prior to such acquisition date is not included in the
table.
OPTION GRANTS AND HOLDINGS
1997 OPTION GRANTS. The following table summarizes the options which were
granted during the fiscal year ended December 31, 1997 to the Named Executive
Officers. No stock appreciation rights were granted during fiscal 1997.
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
---------------------------------------- AT ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION GRANT DATE
OPTIONS GRANTED FOR OPTION TERM (1) PRESENT
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION -------------------------- VALUE (2)
NAME GRANTED FISCAL YEAR PRICE DATE 5% ($) 10% ($) 0% ($)
- ----------------------------- --------- --------------- --------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
James F. Lynch............... None -- $ -- -- $ -- $ -- $ --
Henk P. Kruithof............. None -- -- -- -- -- --
Michael P. May............... None -- -- -- -- -- --
Phillip A. Clough (3)........ 110,000 1.71% $ 16.875 11-11-2006 1,144,435 2,887,254 $ 0.00
290,000 4.50% $ 16.875 1-6-2007 3,076,588 7,796,063 $ 0.00
Barry S. Major............... None -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Potential realizable value is based on the assumption that the common stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the option term. The average of the high and
low sales prices for SITEL's Common Stock applicable to the date of grant
(January 7, 1997) of the non-qualified option of 400,000 shares to Mr.
Clough was $16.875 per share as quoted on the New York Stock Exchange. For
the options granted to Mr. Clough which expire on November 11, 2006, SITEL's
stock price at the end of the term based on a 5% appreciation rate would be
$3,000,685 and based on a 10% appreciation rate would be $4,743,504. For the
options granted to Mr. Clough which expire on January 6, 2007, SITEL's stock
price at the end of the 10 year term based on a 5% appreciation rate would
be $7,970,338 and based on a 10% appreciation rate would be $12,689,813.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission. The actual value, if any, a Named
Executive Officer may realize will depend on the excess of the stock price
over the exercise price on the date the option is exercised (if the
executive were to sell the shares on the date of exercise), so there is no
assurance that the value realized will be at or near the potential
realizable value as calculated in this table.
7
<PAGE>
(2) This "Grant Date Present Value" column represents the total value of each of
the Named Executive Officers' options on the date of grant using the value
per share as quoted on the New York Stock Exchange less the exercise price.
(3) These options were granted pursuant to the Employee Stock Option Plan and
are for the purchase of Common Stock of the Company. The options for 110,000
shares become vested and exercisable as to all such shares on May 12, 2006
and expire on November 11, 2006; these options are subject to accelerated
vesting and to earlier exercise at the rate of 20% per year if certain goals
are met by SITEL before May 12, 2006. The options for 290,000 shares become
exercisable as to 58,000 shares on each of January 7, 1998, 1999, 2000, 2001
and 2002 and expire on January 7, 2007, and are subject to earlier exercise
or earlier termination and the other terms and provisions in the option
agreements and the Employee Stock Option Plan. All of the foregoing options
are subject to earlier termination and other terms and provisions in the
option agreement and the Employee Stock Option Plan.
1997 OPTION EXERCISES AND HOLDINGS. The following table summarizes
information for the Named Executive Officers regarding aggregate option
exercises in the fiscal year ended December 31, 1997 and the value of
unexercised options to purchase the Company's Common Stock. No stock
appreciation rights were exercised during 1997 or were outstanding at December
31, 1997.
AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED VALUE OPTIONS AT 12-31-97 (1) 12-31-97 (2)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------- --------------- ------------ ----------------------- -----------------------
<S> <C> <C> <C> <C>
James F. Lynch................... -- $ -- 7,670/30,680 $ 0/0
Henk P. Kruithof................. -- -- 0/0 0/0
Michael P. May................... 318,416 2,984,354 0/652,624 0/4,357,125
Phillip A. Clough................ -- -- 58,000/342,000 0/0
Barry S. Major................... -- -- 240,000/470,000 768,750/1,143,125
</TABLE>
- ------------------------
(1) All of the options relate to shares of Common Stock. Except for options for
796,040 shares granted to Mr. May under the SITEL Corporation Stock Option
Plan (for Replacement of EEBs), all of the options were granted under the
Employee Stock Option Plan.
(2) These values have been calculated by subtracting the per share option
exercise price from the fair market value of the underlying Common Stock.
Such fair market value is deemed to be the closing price of the Common Stock
on the New York Stock Exchange as of December 31, 1997, which was $9.125.
EMPLOYMENT AGREEMENTS
JAMES F. LYNCH. Mr. Lynch's employment agreement dated May 1995 provides
for a base salary equal to an amount established by the Compensation Committee
from time to time, but in no event less than $250,000 in the first year (with
annual adjustments for increases in the consumer price index). The agreement is
for a rolling three-year term through no later than May 2003. Mr. Lynch is
entitled to a bonus calculated pursuant to criteria agreed upon each year by Mr.
Lynch and the Compensation Committee. The Company has agreed to grant Mr. Lynch
annual stock options covering a minimum of 5% of the aggregate number of shares
for which options were granted during the year to other employees and non-
employee directors. These options fully vest if Mr. Lynch's employment is
terminated other than for cause or his voluntary resignation. Mr. Lynch may
terminate the employment agreement by providing 30 days' written notice of his
resignation. If Mr. Lynch voluntarily terminates his employment with the Company
by
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<PAGE>
resigning, or if his employment is terminated by reason of his death or
disability, he or his estate is entitled to a severance payment equal to 18
months of his base salary and 1.5 times his average bonus over the preceding
three years. If he is terminated constructively, involuntarily or without cause,
he will be entitled to a severance payment equal to his base salary and his
average bonus over the three preceding years multiplied by the number of years
then remaining in the term of the agreement (rounding fractional years up). If
Mr. Lynch's employment is terminated for cause, he will receive a cash payment
equal to his base salary, bonuses and other compensation and benefits up to the
date of termination. In the event that Mr. Lynch's employment is terminated
prior to the expiration of the agreement for any reason other than his voluntary
resignation or expiration of the employment agreement, he will be entitled to
certain registration rights with respect to his shares of Common Stock. Unless
Mr. Lynch's employment is terminated by the Company without cause, he has agreed
not to compete against the Company for 18 months after termination of his
employment.
BENEFIT PLANS
STOCK OPTION PLAN FOR REPLACEMENT OF EXISTING OPTIONS ("REPLACEMENT
PLAN"). Under this plan, options for 4,541,780 shares were granted in 1995,
with an option price of $.0025 per share, as replacements for 3,110,000 options
outstanding at February 28, 1995.
STOCK OPTION PLAN ("EEB REPLACEMENT PLAN"). Under this plan, options for
7,381,720 shares were granted in 1995, with an option price of $.0025 per share,
as replacements for the Company's employee equity benefit plan ("EEB Plan"). The
EEB Plan had 12,655,000 units outstanding at February 28, 1995 with base values
ranging from $.85 to $1.71.
With respect to both the Replacement Plan and the EEB Replacement Plan, the
following applies: Options are exercisable in five equal annual installments
from January 1996 to May 2000. The Company recorded these options at the
estimated fair value at date of grant ($2.91), with a corresponding charge to
special compensation expense totalling $34.6 million. All options granted were
vested as of the date of grant. No further options will be granted under these
plans.
1995 EMPLOYEE STOCK OPTION PLAN ("EMPLOYEE PLAN"). The Employee Plan
provides for the granting of various types of incentive awards (including
incentive stock options, nonqualified options, stock appreciation rights,
restricted shares, and performance shares or units) for the issuance of up to an
aggregate of 9,800,000 shares of Common Stock to employees and independent
consultants of the Company and its subsidiaries. Vesting terms vary with each
grant, and option terms may not exceed ten years. Option prices, set by the
compensation Committee of the Board of Directors, may not be less than the fair
market value at date of grant for incentive stock options or less than par value
for nonqualified stock options. At December 31, 1997, there were approximately
2.5 million shares available for issuance pursuant to future grants under the
Employee Plan.
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN ("DIRECTORS PLAN"). The
Directors Plan provides for automatic, formula grants of nonqualified options to
each non-employee director of the Company. Each non-employee director is granted
options to purchase 18,000 shares of Common Stock upon election or re-election
to a three-year term on the Board of Directors. Option prices equal the fair
market value of the Common Stock on the date of grant. Options vest and become
exercisable in three equal annual installments commencing one year after grant.
The Company's option plans are administered by the Compensation Committee of
the Board of Directors, except the Directors Plan which is administered by the
Board members who are not eligible to participate in that plan. All of these
option plans require optionees to enter into a ten-year Voting Agreement in
favor of James F. Lynch at the time of exercise of the options and to comply
with a right of first refusal granted to the Company under the plans in
connection with transfer of shares acquired upon exercise. Under the Voting
Agreement, each optionee (and his successors in interest) agrees to vote all of
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<PAGE>
the shares of Common Stock acquired upon his exercise of options in the manner
directed by Mr. Lynch. Mr. Lynch is required to release shares covered by the
Voting Agreement if a stockholder intends to sell such shares in the public
market, completes the sale within 90 days of the release and, in the case of
employees of the company, the stockholder is not competing against the Company.
The right of first refusal requires optionees, before publicly or privately
selling any shares underlying options, to provide the Company with written
notice of the sale and the right to elect to purchase such shares within ten
days at the market price or the privately negotiated sales price, as the case
may be. This right of first refusal terminates as to shares sold into the public
market.
EXECUTIVE WEALTH ACCUMULATION PLAN ("WEALTH ACCUMULATION PLAN"). The Wealth
Accumulation Plan is administered by the Compensation Committee and permits
executive employees selected by the Compensation Committee to elect voluntary
salary reductions of up to 25% of base salary and 100% of incentive
compensation. The Company may voluntarily match a portion of the compensation
deferred by participants. Amounts deferred by participants are fully vested
immediately and amounts contributed by the Company are subject to a vesting
schedule beginning after five years of service with the Company until the
earlier of 15 years of service with the Company or death, disability or
retirement after age 65 (subject to accelerated vesting in the event of a change
of control of the Company). Participants' accounts earn interest at a rate equal
to the average of the composite yield on Moody's Seasoned Corporate Bond Yield
Index as published by Moody's Investor's Services. Participants may also receive
early distribution of their entire vested account in one lump sum payment after
having participated in the plan for five years. The Company's obligations under
the Wealth Accumulation Plan are unfunded and unsecured.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
SITEL's executive compensation programs are administered by the Compensation
Committee (the "Committee") of the Board of Directors. The Committee is composed
of two non-employee directors. The Committee has the responsibility for general
oversight of the Company's compensation program and benefit plans. The Committee
regularly reviews the executive compensation policies and practices of the
Company and establishes the salaries and bonuses of the executive officers. The
Committee administers the stock option plans in which executive officers
participate.
COMPENSATION POLICIES
The Company's compensation policies are designed to attract and retain
highly able and motivated individuals at all levels of the Company. In addition,
the compensation policies are designed to be cost effective and to treat all
employees fairly. The Company's overall approach to compensation emphasizes the
following: competitive salaries, significant bonuses tied to Company, business
unit and individual performance, and an opportunity to build exceptional
long-term value through equity participation.
In establishing total compensation amounts, the Committee considers a
variety of measures of historical and projected Company performance. This review
includes such measures as revenues, operating margin, net income, earnings per
share, return on shareholders' equity, return on assets, performance against
budget, and total market value. The Committee also considers the range of
compensation paid by other public companies in the teleservicing industry
(including but not limited to those companies comprising the Competitors Index
used in the Performance Graph section of this Proxy Statement) and other
relevant industries. This information forms the basis for the Committee's
assessment of the Company's overall performance and prospects, which underpins
the Committee's establishment of total compensation ranges. The Committee also
occasionally engages compensation consultants to review and make recommendations
to the Committee on executive compensation. The Committee makes a subjective
determination based upon a collective consideration of the foregoing factors and
information.
The Committee's policy is to structure compensation awards for executive
officers that will be deductible without limitation under Section 162(m) of the
Internal Revenue Code of 1986, as amended,
10
<PAGE>
where doing so will further the purposes of the Company's executive compensation
programs. The Committee also considers it important to retain flexibility to
design compensation programs that recognize a full range of performance criteria
important to the Company's success, even where compensation payable under such
programs may not be fully deductible.
FACTORS AND CRITERIA OF EXECUTIVE COMPENSATION
Executive compensation consists primarily of annual compensation and
long-term incentives.
ANNUAL COMPENSATION
Annual compensation consists of base salary and bonus. The Company seeks to
have competitive base salaries. Any increases in an individual's base salary are
determined primarily by individual performance. Assessment of an individual's
performance includes consideration of a person's impact on the Company's
financial performance as well as their judgment, creativity, effectiveness in
developing subordinates, and contributions to the improvement in the quality of
the Company's services and operations.
The Company has bonus programs at the SWW corporate, regional business unit,
and local business unit levels. For the first five months of 1997, the North
American operating region and SWW corporate remained on the previous fiscal 1997
bonus plans as a transition into calendar year plans for the balance of 1997.
The other operating regions were already on calendar year plans. The fiscal 1997
plans provided for separate bonus pools at the SWW corporate and North American
regional business unit levels. The SWW pool represented approximately 1% of the
Company's revenues and the North America operating region pool represented
approximately 1% of the region's revenues, subject to downward adjustment if the
Company's operating margin and net income goals were not met. Actual awards from
the bonus pools depended upon achievement of Company and business unit goals for
revenues and operating margin and predetermined individual goals. The calendar
1997 plans at the SWW and regional operating committee levels were tied to
predetermined levels of growth in revenues and EPS over calendar 1996 and
provided for bonuses based upon a percentage of base salary which were tied to
actual performance against the calendar 1997 plans. The bonus potential ranged
from 0% to 200% of base salary based on the executive's level of
responsibilities, with 200% representing the Chief Executive Officer's maximum
bonus potential. The calendar 1997 plans at the regional business unit and local
business unit levels provided for bonuses tied to actual performance against the
business unit's calendar 1997 plan as well as prior years' performance, not to
exceed 1% of the business unit's revenue. Awards payable under the calendar 1997
plans were reduced by amounts already paid in 1997 under the transitional fiscal
1997 plans. Operating regions outside North America generally continued their
individual bonus plans in effect prior to the Company's acquisition of the
companies in those regions and by the end of 1997 began transitioning over to
regional and local business unit plans similar to those in North America. The
Committee had discretion to adjust upward or downward bonus amounts computed
according to any of the bonus plans or programs.
During 1997, the Company paid certain bonuses to executives in operating
regions outside North America according to their individual bonus plans. Also,
the Company paid certain bonuses to executives and staff at the regional and
local business unit levels under the fiscal 1997 and calendar 1997 plans. No
bonuses were paid for 1997 to executive officers, regional operating committee
members, or regional business unit leaders (except for certain bonuses to
executives outside North America because they achieved their targets under
calendar 1997 plans or pursuant to individual bonus plan arrangements in effect
before these companies were acquired by SITEL) because the criteria for payment
of bonuses to these executives under the bonus programs were not met.
LONG-TERM INCENTIVES
Stock options are a form of long-term incentive used for executive officers
and other employees. This incentive emphasizes the long-term focus necessary for
the Company's continued success. Stock options
11
<PAGE>
also promote success by aligning employee financial interests with long-term
shareholder value. Stock options have traditionally been granted broadly and
deeply within the Company. During 1997 options for approximately 2.2 million
shares were granted to more than 600 employees worldwide. As of December 31,
1997, approximately 2,700 SITEL employees worldwide owned common stock or
options to acquire common stock. Most of the Company's stock option awards
during 1997 were granted under the Company's performance-vesting stock award
program implemented in December 1996. This award program is tied to the
Company's five-year business plan and replaced the previous program under which
grants were made annually to selected employees. Under the award program,
options were granted in December 1996 to existing full-time exempt employees
worldwide. Award program options have been granted each month thereafter to new
exempt employees joining the Company and additional award program options have
been granted to exempt employees promoted to a management level or a higher
management level. Generally, the size of the option grants under the award
program increases with an employee's level of job responsibilities. The award
program options become exercisable on May 12, 2006 and expire on November 11,
2006 but are subject to earlier exercise at the rate of 20% per year if the
Company meets certain performance goals before May 12, 2006. Top-performing
full-time exempt employees who have responsibility for executing defined goals
in support of the Company's business plan, which excludes senior management and
business unit leaders, are eligible to be awarded additional award program
options annually based upon their individual performance during the year subject
to the Company meeting its revenue and operating margin goals. The Company did
not meet both its revenue and operating margin goals for 1997 and therefore no
annual performance awards were made for 1997. In October 1997, the Company
modified the accelerated vesting provisions of the award program and repriced
options for approximately 4.2 million shares held by employees other than senior
management to $12.50 (an exercise price which represented the average closing
price for the Company's stock during the 90 trading days preceding the
repricing), in order to assure that the Company's option programs continued to
provide the necessary incentives to employees to achieve the Company's
objectives.
CHIEF EXECUTIVE OFFICER COMPENSATION
For 1997, the compensation of Michael P. May, Chief Executive Officer,
consisted principally of his base salary which was $250,000. Mr. May's base
salary was increased to $300,000 for 1998. As discussed above, Mr. May's bonus
potential for 1997 was tied to the Company's achievement of predetermined levels
of growth in revenues, operating margin and earnings per share under the fiscal
1997 and calendar 1997 plans. Because the Company did not achieve these business
plan goals, Mr. May did not receive a bonus for 1997. Mr. May did not receive an
option award in 1997 because he received an option grant in December 1996 under
the award program.
SUBMITTED BY THE
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
OF SITEL CORPORATION
Bill L. Fairfield
George J. Kubat
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<PAGE>
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative stockholder return on the Company's common stock for the period since
the Initial Public Offering of its common stock on June 8, 1995 with the
cumulative total return of a Competitor Index (computed by the Company) and with
the Standard & Poors 500 Index through the year ended December 31, 1997. The
comparison assumes $100 was invested on June 8, 1995 in the Company's common
stock and in each of the foregoing indices and assumes reinvestment of
dividends, if any.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
SITEL COMPETITORS INDEX S&P 500
<S> <C> <C> <C>
6/8/95 $100.00 $100.00 $100.00
12/31/95 $195.78 $132.18 $115.47
12/31/96 $364.45 $234.26 $138.87
12/31/97 $233.38 $103.44 $181.93
</TABLE>
Since the Company's Initial Public Offering in June 1995, over a dozen
telemarketing firms have gone public. The five largest, in terms of market
capitalization, were used to compute a "Competitors' Index", using month-end
stock prices and their respective market capitalization values to appropriately
weight their stock prices. The companies included in the Competitors' Index are:
APAC Teleservices, Inc., West Teleservices, Teletech, Sykes Enterprises, Inc.,
and Precision Response Corp.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT
The Company's officers and directors, and persons who own more than 10% of
the Company's Common Stock, are required to file reports of ownership and
changes in ownership of the Company's Common Stock with the Securities and
Exchange Commission. Copies of such reports must also be furnished to the
Company. Based solely upon a review of the copies of reports furnished to the
Company and written representations that no other reports were required, the
Company believes that during fiscal 1997 its officers and directors and greater
than 10% beneficial owners complied with such filing requirements, except that
Edward R. Taylor, who retired from the Company, filed one report, relating to a
certain transaction during 1997, after the due date thereof.
13
<PAGE>
ITEM 2: RATIFY APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting upon recommendation of the Audit Committee,
has appointed the firm of KPMG Peat Marwick LLP to examine the financial
statements of the Company and its subsidiaries for the fiscal year ending
December 31, 1998. The same firm conducted the examination for fiscal year 1997.
The stockholders are asked to approve the Board's appointment of KPMG Peat
Marwick LLP for the fiscal year ending December 31, 1998.
A representative of KPMG Peat Marwick LLP will be present at the meeting.
The representative will be given an opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
On January 30, 1997, the Board of Directors determined to change the
Company's fiscal year to December 31 in order to correspond with the fiscal year
used by SITEL Europe plc (formerly known as Mitre plc) ("Mitre") and National
Action Financial Services, Inc. ("NAFS"), two companies acquired by the Company
in 1996 in business combinations accounted for as pooling of interests.
Effective January 31, 1997, upon the recommendation of its Audit Committee, the
Board of Directors of the Company rescinded its previous selection of Coopers &
Lybrand LLP ("Coopers & Lybrand") as its principal independent accountants to
audit its financial statements for the fiscal year ending May 31, 1997, and
selected KPMG Peat Marwick LLP ("KPMG") to serve in such capacity for the fiscal
year ending December 31, 1996. KPMG has served for several years as the
principal independent accountants to audit the financial statements for Mitre.
For the fiscal years ending May 31, 1995 and May 31, 1996, Coopers & Lybrand
audited the Company's financial statements. The reports of Coopers & Lybrand on
the Company's financial statements for these fiscal years did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles. During the fiscal years
ending May 31, 1995 and May 31, 1996 and through the January 31, 1997, date of
dismissal, there were no disagreements between the Company and Coopers & Lybrand
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, as described in Regulation S-K Item
304(a)(1)(iv), and no reportable event, as described in Regulation S-K Item
304(a)(1)(v).
During the fiscal years ending May 31, 1995 and May 31, 1996 and through the
January 31, 1997 date of engagement, the Company did not consult KPMG regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, as described in Regulation S-K Item
304(a)(2)(i), or any matter that was either the subject of a disagreement, as
described in Regulation S-K Item 304(a)(1)(iv), or a reportable event, as
described in Regulation S-K Item 304(a)(1)(v), except that the Company did
consult KPMG on the matter described in the following paragraph.
In the course of the Company's preparation of restated financial statements
which would give effect to the pooling of interests combinations with Mitre and
NAFS, there were various communications between the Company, Coopers & Lybrand,
and KPMG as Mitre's auditors. During those communications, the Company inquired
of both Coopers & Lybrand and KPMG concerning the manner in which a change by
SITEL in its fiscal year end to correspond with Mitre's following a pooling of
interests should be reflected in filings with the Securities and Exchange
Commission. Coopers & Lybrand initially expressed the view that it would not be
possible to retroactively restate the Company's financial statements based on
Mitre's fiscal year end. KPMG expressed the view that the Securities and
Exchange Commission would not object to reflecting a change to Mitre's fiscal
year end in the form of retroactively restated pooled financial statements for
prior years based on Mitre's fiscal year end. After further reviewing the
matter, Coopers & Lybrand advised the Company that they concurred with the view
expressed by KPMG. The Company did not receive written views from either firm.
14
<PAGE>
THE BOARD RECOMMENDS A VOTE FOR THE PROPOSAL RATIFYING THE APPOINTMENT OF
KPMG PEAT MARWICK LLP.
1999 STOCKHOLDER PROPOSALS
The date by which shareholder proposals must be received by the Company for
inclusion in the proxy materials relating to the 1999 Annual Meeting of
Stockholders is January 3, 1999.
OTHER MATTERS
Neither the Board of Directors nor management intends to bring any matter
for action at the meeting other than those matters described above. If other
matters or proposals should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter or proposal in accordance with their best judgment.
15
<PAGE>
SITEL CORPORATION
PROXY
PLEASE VOTE AND SIGN BELOW
THIS PROXY IS SOLICITED BY YOUR BOARD OF DIRECTORS
FOR THE MAY 13, 1998 ANNUAL STOCKHOLDERS MEETING
The undersigned hereby appoints James F. Lynch and Michael P. May, and each
of them, proxies, with full power of substitution in each of them, for and on
behalf of the undersigned to vote as directed and permitted herein, at the
annual meeting of stockholders of the Company to be held at the Omaha
Marriott, 10220 Regency Circle, Omaha, Nebraska, on May 13, 1998 at 2:00 p.m.
and at any postponements or adjournments thereof, upon the matters set forth
in the Proxy Statement and, in their judgment and discretion, upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION BELOW.
IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED FOR ITEMS 1 and
2. SO, IF YOU ARE FOR ITEMS 1 and 2, YOU NEED ONLY SIGN AND DATE THIS PROXY
BELOW AND RETURN IT IN THE ENVELOPE PROVIDED.
(This proxy is continued on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 and 2.
ITEM 1 ELECT DIRECTORS-NOMINEES: JAMES F. LYNCH AND MICHAEL P. MAY
VOTE FOR ALL WITHHOLD VOTE WITHHOLD VOTE FOR THE
NOMINEES FOR ALL NOMINEES FOLLOWING NOMINEE(S):
/ / / /
______________________________________
ITEM 2 RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS FOR FISCAL 1998
FOR AGAINST ABSTAIN
/ / / / / /
Dated: ________________________, 1998
______________________________________
Signature
______________________________________
Signature
Please sign exactly as your name(s) appear on this proxy card. Joint owners
should each sign individually. Corporate or partnership proxies should be
signed in full corporate or partnership name by an authorized officer.
Fiduciaries should give full titles.
