SCHEDULE 14 A 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 Section 240.14a-11(c) or
Section 240.14a-2.
SOVRAN SELF STORAGE, INC.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than
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)(4) and 0-12.
(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:
_______________________________________________________
<PAGE>
[ ] 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:
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(4) Date Filed:
<PAGE>
SOVRAN SELF STORAGE, INC.
5166 Main Street
Williamsville, New York 14221
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting
of Shareholders on Tuesday, May 12, 1998. The Annual Meeting
will begin promptly at 11:00 a.m. at 1285 Avenue of the Americas,
New York, New York 10019.
The enclosed Notice and Proxy Statement contain details
concerning the business to come before the meeting. You will
note that the Board of Directors of the Company recommends a vote
"FOR" the election of six Directors to serve until the 1999
Annual Meeting of Shareholders and "FOR" the ratification of
Ernst & Young LLP as independent auditors of the Company for the
1998 fiscal year. Please sign, date and promptly return your
proxy card in the enclosed envelope to assure that your shares
will be represented and voted at the meeting even if you cannot
attend.
The vote of every Shareholder is important. The Board of
Directors and management look forward to greeting those
Shareholders who are able to attend the Annual Meeting.
Sincerely,
David L. Rogers
Secretary
April 10, 1998
<PAGE>
SOVRAN SELF STORAGE, INC.
5166 Main Street,
Williamsville, New York 14221
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF SOVRAN SELF STORAGE, INC.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of
Shareholders of Sovran Self Storage, Inc. will be held at 1285
Avenue of the Americas, New York, New York 10019, on Tuesday, May
12, 1998, at 11:00 a.m., (E.D.T.) to consider and take action on
the following:
1. The election of six directors of the Company to hold
office until the next annual meeting of shareholders
and until their successors are elected and qualified.
2. The ratification of the appointment by the Board of
Directors of Ernst & Young LLP as independent
accountants to audit the accounts of the Company for
the fiscal year ending December 31, 1998.
3. The transaction of such other business as may properly
come before the meeting or any adjournments thereof.
FURTHER NOTICE IS HEREBY GIVEN that the stock transfer books
of the Company will not be closed, but only Shareholders of
record at the close of business on April 2, 1998 will be entitled
to notice of the meeting and to vote at the meeting.
SHAREHOLDERS WHO WILL BE UNABLE TO ATTEND THE ANNUAL MEETING IN
PERSON MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE RETURN ENVELOPE ENCLOSED.
By Order of the Board of Directors,
David L. Rogers
Secretary
Buffalo, New York
April 10, 1998
<PAGE>
SOVRAN SELF STORAGE, INC.
5166 Main Street,
Williamsville, New York 14221
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
April 10, 1998
This Proxy Statement and the enclosed form of proxy are
furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of Sovran Self Storage, Inc.
(the "Company") for the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on Tuesday, May 12, 1998 at 11:00
a.m., and at any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders.
Only Shareholders of record at the close of business on April 2,
1998 are entitled to notice of and to vote at the meeting. This
Proxy Statement and the enclosed form of proxy are first being
mailed to Shareholders on or about April 10, 1998.
Returning your completed proxy will not prevent you from
voting in person at the meeting should you be present and wish to
do so. The proxy given by the enclosed proxy card may be revoked
at any time before it is voted by delivering to the Secretary of
the Company a written revocation or a duly executed proxy bearing
a later date, or by attending the Annual Meeting and voting in
person.
The Company has a contract with American Stock Transfer and
Trust Co. to solicit proxy votes and mail proxy statements, and
the Company will reimburse for envelopes and mailing charges.
The Company will reimburse brokerage firms and other securities
custodians for their expenses in forwarding proxy materials to
their principals. Solicitations other than by mail may be made
by officers or by regular employees of the Company without
additional compensation. The entire cost of preparing,
assembling and mailing the proxy material will be borne by the
Company.
Only Shareholders of record at the close of business on
April 2, 1998, are entitled to notice of and to vote at the
Annual Meeting and at all adjournments thereof. At the close of
business on April 2, 1998, there were issued and outstanding
12,330,963 shares of Common Stock. Each share of Common Stock
has one vote. A majority of shares entitled to vote at the
Annual Meeting will constitute a quorum. If a share is
represented for any purpose at the meeting, it is deemed to be
present for all other purposes. 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 Annual Meeting will not be included in determining whether a
quorum is present.
<PAGE>
The Company will provide Shareholders, without charge, a
copy of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the period ended December
31, 1997, including the financial statements and schedules
thereto, upon written request to David L. Rogers, Secretary of
the Company, at 5166 Main Street, Williamsville, New York 14221.
Security Ownership of
Certain Beneficial Owners and Management
To the best of the Company's knowledge, there are no
beneficial owners of 5% or more of the Company's Common Stock.
The following table sets forth for each current director,
each nominee for director and each of the executive officers
named in the Summary Compensation Table and for all directors and
officers as a group, information concerning beneficial ownership
of the Company's Common Stock. Unless otherwise stated, to the
best of the Company's knowledge, each person has sole voting and
investment power with respect to the shares listed.
Number of Shares
of Common Stock Percent of
Name and Address Beneficially Owned Common Stock
of Beneficial Owners as of March 24, 1998 Owned
(1) (2)
- --------------------- -------------------- -------------
Robert J. Attea(3) . . . . 156,900 1.28%
Kenneth F. Myszka(3) . . . 156,975 1.28%
Charles E. Lannon(3) . . . 161,975 1.28%
John E. Burns. . . . . . . 9,500 *
Michael A. Elia. . . . . . 7,500 *
Anthony P. Gammie. . . . . 20,432 *
David L. Rogers(3) . . . . 99,300 *
Directors and Executive
Officers . . . . . . . . . 615,582 4.96%
as a Group (seven persons)
* Represents beneficial ownership of less than 1% of issued
and outstanding Common Stock on April 2, 1998.
(1) The address for all owners is c/o Sovran Self
Storage, Inc., 5166 Main Street, Williamsville, New
York 14221.
<PAGE>
(2) Includes 22,500, 22,500, 27,500, 7,500, 7,500, 7,500
and 22,500 shares of Common Stock which may be acquired
by Messrs. Attea, Myszka, Lannon, Burns, Elia, Gammie
and Rogers, respectively, through the exercise within
sixty days of options granted under the 1995 Award and
Option Plan and the 1995 Outside Director's Stock
Option Plan.
(3) In each case, the figure shown does not include options
to purchase 22,500 shares of Common Stock which become
exercisable in 25% increments on June 22, 1998 and
1999. All Common Stock owned by Mr. Rogers is subject
to a Restricted Stock Agreement with the Company
whereby the Company has the right to purchase
Mr. Roger's Common Stock for book value if he proposes
to sell such shares.
<PAGE>
1. ELECTION OF DIRECTORS
It is intended that the proxies solicited by the Board of
Directors will, unless otherwise directed, be voted to elect the
nominees for Director named below. Assuming a quorum is present,
Directors are elected by a plurality of the affirmative votes
cast; accordingly, abstentions and broker non-votes will have no
effect. The nominees proposed are all presently members of the
Board.
The nominees named herein will hold office until the next
succeeding Annual Meeting of Shareholders and until their
successors are duly elected and qualified. In the event any
nominee becomes unavailable and a vacancy exists, it is intended
that the persons named in the proxy may vote for a substitute who
will be recommended by the then remaining Directors. The Board
of Directors has no reason to believe that any of the nominees
will be unable to serve as Directors.
Title and Principal
Name Age Occupation
Robert J. Attea. . . . 56 Chairman of the Board and Chief
Executive Officer. Mr. Attea has
been Director and Chairman of the
Board since the completion of the
Initial Offering on June 25,
1995. From 1988 to 1995,
Mr. Attea served as President and
Chief Executive Officer of the
Company's predecessor and was re-
appointed Chief Executive Officer
in March 1997. From 1985 to
1988, he served as Director of
Acquisitions and Vice President
of Property Management.
Kenneth F. Myszka. . . 49 President and Chief Operating
Officer. Mr. Myszka has been
President and Director since the
completion of the Initial
Offering on June 25, 1995.
Mr. Myszka was the Chief
Executive Officer of the Company
until March 1997 at which time he
became the Chief Operating
Officer. From 1982 to 1995,
Mr. Myszka served as Senior Vice
President of the Company's
predecessor.
John E. Burns. . . . . 51 Director since the completion of
the Initial Offering on June 25,
1995. Since 1980, Mr. Burns has
been President and founder of
Sterling Ltd. Co., an Ohio based
<PAGE>
tax and financial counseling firm
of which he also currently serves
as Chairman. Mr. Burns also
serves as Chairman and founder of
Sterling Asset Management, Co.,
managing client assets in excess
of $275 million and President of
SLC Capital, Inc., a general
partner of several investment
partnerships. In addition,
Mr. Burns serves as Chairman of
Fitworks Holding, LLC and is
Chairman of the Champion Boxed
Beef Co.
Michael A. Elia. . . . 46 Director since the completion of
the Initial Offering on June 25,
1995. Since 1984, Mr. Elia has
been President, Chief Executive
Officer and a director of
Sevenson Environmental Services,
Inc., an environmental
remediation contractor. He is
also President and a director of
Sevenson International Services,
Inc. and a director of Sevenson
Industrial Services, Inc.,
affiliates of Sevenson
Environmental Services, Inc.
Anthony P. Gammie. . . 63 Director since the completion of
the Initial Offering on June 25,
1995. From 1985 through 1996,
Mr. Gammie was Chairman of the
Board of Bowater Incorporated.
During the past 5 years he has
served as a director of Alumax,
Inc., The Bank of New York and
The American Forest & Paper
Association. He is currently a
director of Lipper/Leumi High
Income Bond Fund, Inc. located in
Curacao, Netherlands Antilles.
Charles E. Lannon. . . 50 Director since the completion of
the Initial Offering on June 25,
1995. Mr. Lannon was the
predecessor company's Senior Vice
President - Marketing from 1982
to 1995. Mr. Lannon left the
employ of the Company to become
the Chief Executive Officer of an
unrelated business owned by
Mr. Lannon and other Company
founders.
<PAGE>
Executive Officers of the Company
_______________________________________________________________
Name Age Title
_______________________________________________________________
Robert J. Attea 56 Chairman of the Board and
Chief Executive Officer
Kenneth F. Myszka 49 President and Chief Operating
Officer
David L. Rogers 42 Chief Financial Officer and
Secretary
David L. Rogers. From June 25, 1995 to the present,
David L. Rogers has served as the Company's Chief Financial
Officer and Secretary. From 1988 to 1995, Mr. Rogers served as
the predecessor Company's Vice President of Finance. From 1984
to 1988, Mr. Rogers served as Controller and Due Diligence
Officer for the Company's predecessor.
Meetings of the Board of Directors and Standing Committees.
The Board of Directors held five meetings during the fiscal
year ended December 31, 1997.
Audit Committee. The Audit Committee is composed of
Messrs. Burns, Elia, Gammie and Lannon. The Audit Committee
recommends independent accountants for selection by the Board of
Directors, reviews the results and scope of the audit and the
services provided by and the fees paid to the independent
accountants, reviews the adequacy of the Company's internal
accounting controls and reviews the charges under the Facilities
Services Agreement. See "Certain Transactions." The Audit
Committee held one meeting during the fiscal year ended
December 31, 1997.
Compensation Committee. The Compensation Committee is
composed of Messrs. Burns, Elia, Gammie, and Lannon and makes
recommendations to the Board of Directors with respect to
compensation of Directors and executive officers, and administers
the Company's 1995 Award and Option Plan. The Compensation
Committee held two meetings during the fiscal year ended
December 31, 1997.
Board and Committee Attendance
During the fiscal year ended December 31, 1997, all
directors attended at least 75% of Board of Directors and of the
Committees of the Board on which they served.
<PAGE>
Compensation of Directors
The Company pays its Directors who are not also officers of
the Company an annual fee of $12,500 in cash. Outside Directors
are also paid a meeting fee of $1,000 for each special meeting
attended. In addition, the Company will reimburse all Directors
for expenses incurred in attending meetings. Pursuant to the
Directors' Option Plan, each Director who is not an officer or
employee of the Company is granted, effective as of the
Director's initial election or appointment, a ten year option to
acquire 2,500 shares of Common Stock at the fair market value on
the date of grant, and will, as of the close of each annual
shareholders' meeting thereafter, be granted a ten-year option to
acquire an additional 2,500 shares of Common Stock at the fair
market value of the Common Stock on the date of grant. The
initial options for 2,500 shares of Common Stock were exercisable
one year from the date of grant, June 22, 1996; the Directors'
options awarded thereafter vest immediately. The exercise price
is payable in cash. No Director options were exercised during
1997.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's Directors and officers, and persons who
own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "SEC") and the
New York Stock Exchange. Directors, Officers and
greater-than-10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they
file. Based solely on review of information furnished to the
Company, reports filed through the Company, the Company believes
that all Section 16(a) filing requirements applicable to its
Directors who are also officers, officers and greater-than-10%
beneficial owners were complied with during 1997. Form 5
reports disclosing the grant of options to the Company's
Directors who are not also officers of the Company were required
to be filed in February; these reports were filed in April.
The Board of Directors recommends a vote "FOR" the
proposal to elect management's nominees.
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee consisted of Messrs. Burns,
Elia, Gammie and Lannon. No officer or employee participated in
the deliberations of the registrant's board of directors
concerning executive officer compensation. There were no
relationships that existed during the last completed fiscal year
that could be considered to be a compensation committee
interlock.
Decisions on compensation of the Company's executives
generally are made by the Compensation Committee of the Board.
Each member of the Compensation Committee is a non-employee
director. All decisions by the Compensation Committee relating
to the compensation of the Company's executive officers are
reviewed by the full Board.
The Company's executive compensation policies are to
provide competitive levels of compensation that integrate pay
with the Company's performance goals, reward profitability,
recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. In
1997, these policies were carried out through the compensation
components of salary, incentive compensation, perquisites, and
stock options. In addition, the Committee treats the tax
deductibility of executive compensation as an important factor in
its decision-making, since the deductibility may affect the
required REIT distributions.
A competitive salary structure is the most fundamental
component of executive compensation used by the Compensation
Committee to assist in attracting and retaining qualified
executives. Salaries for the executive officers for 1997 were
established based on these fundamentals.
Prior to the Initial Offering, the Company established an
incentive compensation plan which provides for the payment of
cash bonuses to the executive officers based upon the achievement
of specified increases in the Company's Funds from Operations per
Common Share and upon such participant's base compensation as
shown for the named executive officers in the Summary
Compensation Table, for the year in which the increase occurred.
The increase in the Company's Funds from Operations per Common
Share resulted in the bonuses reflected in the Summary
Compensation Table.
Perquisites, which include an automobile allowance and
reimbursement of miscellaneous expenses, do not relate directly
to the Company's performance. Instead, these relatively
inexpensive components of executive compensation are primarily
viewed as necessary to keep compensation levels competitive and
to assist in attracting and retaining qualified executives.
The Compensation Committee also believes that stock
ownership by management and employees serves as an incentive to
<PAGE>
enhance stockholder value. Options were granted to executive
officers in 1995. Since that time, the Company has awarded
options to key employees who are not executive officers.
The Compensation Committee's approach to establish
Mr. Attea's compensation does not differ from the approach to
establish all executive salaries and is in keeping with the
policies previously stated.
The Board of Directors did not modify or reject any action
or recommendation by such committee in any material way.
COMPENSATION COMMITTEE
John E. Burns
Michael A. Elia
Anthony P. Gammie
Charles E. Lannon
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards
Name Securities
and Restricted Underlying
Principal Fiscal Base Stock Options/
Position Year Salary($) Bonus($) Award(s) SARS (#)
- ---------------- ------ --------- -------- ---------- ----------
Robert J. Attea 1997 $131,250 $ 0 $ 0 0
Chairman of the
Board and 1996 110,000 40,000 0 0
Chief Executive
Officer 1995 98,425 12,500 0 45,000
Kenneth F. Myszka 1997 131,250 0 0 0
President and
Chief 1996 110,000 40,000 0 0
Operating
Officer 1995 98,425 12,500 0 45,000
David L. Rogers 1997 131,250 0 0 0
Chief Financial
Officer and 1996 110,000 40,000 0 0
Secretary 1995 98,426 12,500 83,486 45,000
<PAGE>
FISCAL YEAR END OPTION VALUES
Number of Unexercised Value of Options at
Options at Year End (#) Year-End ($)(1)
-------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------ -------------------------- --------------------------
Robert J. Attea 22,500 22,500 $212,344 $212,344
Kenneth F. Myszka 22,500 22,500 212,344 212,344
David L. Rogers 22,500 22,500 212,344 212,344
(1) Based upon the closing price of the Company's Stock on the New York
Stock Exchange on December 31, 1997 at $32.4375 and the grant price of
$23.00 per share
EMPLOYMENT AGREEMENTS
Concurrently with the Initial Offering, the Company entered
into employment agreements with Messrs. Attea, Myszka and Rogers
that require each of them to devote their full business time to
the Company. Each employment agreement has a three year term
with an automatic extension each year for an additional year.
The employment agreements provide for certain severance payments
in the event of the executive's death or disability, his
termination without cause or his resignation with good reason.
Each employment agreement prohibits the executive, during
employment and during the two year period following termination
of employment, from engaging in the self storage business.
CERTAIN TRANSACTIONS
The Company has a Facilities Services Agreement with several
businesses owned by the named executive officers and Mr. Lannon,
whereby such businesses pay for the use of certain common
facilities in the Company's offices negotiated by the parties at
arms-length. Charges under the Facilities Services Agreement are
periodically reviewed by the Audit Committee of the Company's
Board of Directors.
The law firm of Phillips, Lytle, Hitchcock, Blaine & Huber
has represented and is currently representing the Company.
Robert J. Attea is the brother of a partner of Phillips, Lytle,
Hitchcock, Blaine & Huber.
CORPORATE PERFORMANCE GRAPH
The following chart and line-graph presentation compares (i)
the Company's stockholder return on an indexed basis since the
Initial Offering with (ii) the S&P Stock Index and (iii) the
National Association of Real Estate Investment Trusts Equity
Index.
<PAGE>
Performance Graph
June 25, December 31, December 31, December 31,
1995 1995 1996 1996
________ ____________ ____________ ____________
SSS $100.00 $ 117.68 $ 150.04 $ 167.07
NAREIT 100.00 109.08 134.90 177.39
S&P 500 100.00 114.38 140.65 187.58
* assumes $100.00 invested on June 25, 1995.
2. APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Ernst & Young LLP, independent certified public
accountants, has audited the records of the Company since the
Initial Offering. The Board of Directors wishes to continue the
services of the firm for the fiscal year ending December 31,
1998, and the shareholders' ratification of such appointment is
requested. If the shareholders do not ratify the selection of
Ernst & Young LLP by the affirmative vote of a majority of votes
cast at the Annual Meeting on this proposal, selection of
independent accountants will be reconsidered by the Board of
Directors.
Representatives of Ernst & Young LLP will attend the Annual
Meeting of Shareholders, will have the opportunity to make a
statement if they desire to do so, and will be available to
respond to appropriate questions.
The Board of Directors recommends a vote "FOR" the proposal
to ratify the appointment of Ernst & Young LLP as the
Company's independent auditors.
PROPOSALS OF SHAREHOLDERS FOR 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented at the
1999 Annual Meeting of Shareholders must be received by the
Secretary of Sovran Self Storage, Inc., 5166 Main Street,
Williamsville, New York 14221, no later than December 10, 1998.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the
Board of Directors of the Company, did not contemplate or expect
that any business other than that pertaining to the subjects
referred to in this Proxy Statement would be brought up for
action at the meeting, but in the event that other business
calling for a shareholders' vote does properly come before the
meeting, the Proxies will vote thereon according to their best
judgment in the interest of the Company.
By Order of the Board of Directors,
SOVRAN SELF STORAGE, INC.
David L. Rogers
April 10, 1998 Secretary
<PAGE>
SOVRAN SELF STORAGE, INC.
SOLICITED BY THE BOARD OF DIRECTORS
for the Annual Meeting of Stockholders -- May 12, 1998
Robert J. Attea, Kenneth F. Myszka and David L. Rogers, and
each of them with full power of substitution, are hereby
appointed proxies to vote all shares (unless a lesser number is
specified on the other side) of the stock of Sovran Self Storage,
Inc. that are held of record by the undersigned on April 2, 1998
at the Annual Meeting of Shareholders of Sovran Self Storage,
Inc., to be held at 1285 Avenue of the Americas, New York,
New York, on May 12, 1998 at 11:00 a.m., local time, and any
adjournments thereof, with all powers the undersigned would
possess if personally present, for the election of directors, on
each of the other matters described in the Proxy Statement and
otherwise in their discretion.
The shares represented by this Proxy will be voted as
directed by the shareholders. If no direction is given, such
shares will be voted for Proposals 1 and 2.
Please return this proxy card promptly using the enclosed
envelope.
(To be Signed on Reverse Side)
<PAGE>
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. The Directors recommend a vote FOR election of all
nominees and FOR proposal 2.
1. ELECTION OF DIRECTORS: Nominees:
Robert J. Attea
Kenneth F. Myszka
John E. Burns
Michael A. Elia
Anthony P. Gammie
Charles E. Lannon
[ ] FOR [ ] WITHHELD
For except vote withheld from the following nominee(s):
________________________________________
2. Ratify the appointment of Ernst & Young LLP as independent
auditors for fiscal year 1998
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or, any adjournment(s) thereof
Change of Address/comments
on reverse side [ ]
I plan to attend the
meeting [ ]
I do not plan to attend
the meeting [ ]
SIGNATURE(S)_______________________________ Date_________________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full titles as
such. If a corporation, please sign in full by President or
other authorized officer. If partnership, please sign in
partnership name by authorized person.
<PAGE>
