<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
TOWER PROPERTIES COMPANY
(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 TRANSACTIONS 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:
- ------------------------------------------------------------------------------
<PAGE> 2
TOWER PROPERTIES COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 8, 1998
The annual meeting of the stockholders of Tower Properties Company will
be held in Suite 1215 in the Commerce Tower, Kansas City, Missouri, on April
8, 1998 at ten o'clock a.m., Kansas City Time, for the following purposes:
1. To elect two members of the Board of Directors to serve until the
annual stockholders meeting in 2001.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of Business on February 17,
1998 as the time for which the stockholders of Tower Properties Company
entitled to notice and to vote at the meeting shall be determined.
By Order of the Board of Directors
CHESTER A. WITTWER, JR.
Secretary
March 4, 1998
It is important that your stock be represented at the meeting. You are
urged to date, sign and return the enclosed proxy promptly.
<PAGE> 3
PROXY STATEMENT
TOWER PROPERTIES COMPANY
ANNUAL MEETING APRIL 8, 1998
SOLICITATION:
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Tower Properties Company (the "Company"), Suite 100,
Commerce Tower, 911 Main Street, Kansas City, Missouri 64105, of proxies to be
used at the annual meeting of stockholders of the Company to be held April 8,
1998. The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited personally or by
telephone or telegram by employees of the Company, and brokerage houses, the
Company's transfer agent and other custodians, nominees and fiduciaries may be
requested to forward soliciting material to their principals and the Company
will reimburse them for the expense of doing so. This proxy statement and
accompanying proxy will first be sent to stockholders on or about March 4,
1998. Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised.
Tower Properties Company was incorporated in the State of Missouri on
September 29, 1989, as Tower Acquisition Corp. It was formed pursuant to an
Agreement and Plan of Merger dated August 7, 1989 ("Agreement"), between
Commerce Bancshares, Inc. ("Bancshares') and the former Tower Properties
Company ("Old Tower"). Agreement was approved by the Shareholders of
Bancshares and Old Tower on January 26, 1990. Certain assets of Old Tower
were transferred to Acquisition. Old Tower was merged with Bancshares, and
the corporate name of Acquisition was changed to Tower Properties Company
("Company"). Old Tower Shareholders received 7.88 shares of Bancshares and 1
share of common stock in Company for each share of Old Tower owned.
VOTING SECURITIES:
Only stockholders at the close of business on February 17, 1998 are
entitled to vote at the meeting, and at the close of business on said date
there were outstanding 176,034 shares of common stock of the Company. Each
holder of common stock is entitled to one vote per share upon all matters and
one vote for each director position to be filled. Cumulative voting is not
permitted. In the election of directors and on all other matters
1
<PAGE> 4
presented for stockholder vote, abstentions and broker non-votes will be
treated as shares present for purposes of determining the presence of a
quorum. The affirmative vote of a majority of the shares present at the
meeting in person or proxy is required to elect a nominee as a director and
shares not voted for a nominee (whether by abstention, broker non-votes or
otherwise) will not count as affirmative votes and will have the same effect
as votes against such nominee.
ACTION TO BE TAKEN UNDER THE PROXY:
The person acting under the accompanying proxy will vote for the
election of the nominees for directors, unless the stockholder indicates
differently on the proxy. The person acting under said proxies will cast one
vote for each share of stock of Company owned by the stockholder for the
election of each director whose name is not stricken from the proxy. Should
any nominee named herein for the office of director become unable or unwilling
to accept nomination or election, it is intended that the persons acting under
the proxy will vote for the election in his stead, of such other person as the
management of the Company may recommend. Each nominee has indicated his
willingness to serve, if elected, and it is not anticipated that any nominee
will be unable or unwilling to serve if elected to office. The affirmative
vote of a majority of the shares represented at the meeting in person or by
proxy shall be necessary to elect each director to be elected at the meeting.
ELECTION OF DIRECTORS
Pursuant to authority provided in the Articles of Incorporation the
current Board of Directors consist of six (6) persons. There are two (2)
"Class I" directors who serve until the annual stockholders meeting in 1999;
two (2) "Class II" directors who serve until 2000; and two (2) "Class III"
directors who serve until 2001. At each annual meeting of stockholders, the
directors constituting one class are elected for a three year term.
Two (2) "Class III" directors will be elected at the 1998 annual
meeting and it is intended that shares represented by proxy will, unless
contrary instructions are given, be voted in favor of the election of the
nominees hereafter named. The proxies cannot be voted for a greater number of
persons than the nominees named.
Should a director be unable to serve his full term, the by-laws provide
that the remaining directors then in office, by a majority vote, may elect a
successor to serve the unexpired portion of the term of the director whose
position shall be vacated.
The following are nominees for election:
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
POSITION WITH SERVED AS DURING PAST FIVE YEARS
COMPANY DIRECTOR SINCE & OTHER DIRECTORSHIPS
- ------- -------------- ---------------------
Class III to serve until annual meeting in 2001.
<C> <C> <S>
Thomas R. Willard July 15, 1997 President of the Company since July of
43 1997. Joined Company in June of 1997.
President of Bliss Associates, Inc., a
real estate appraisal firm, prior thereto.
Jonathan M. Kemper October 24, 1989 Commerce Bank, N.A. (hereafter "Commerce
44 (Director of Old Bank"), 1982-present. Vice-Chairman since
Tower from 2/19/85 January 1995. President From December
to 1/90) 1985 to January 1995. Vice Chairman
of Commerce Bancshares since November 1991.
Jonathan M. Kemper is the son of James M. Kemper
Jr. and the brother of David W. Kemper. He is
a director of Commerce Bank and Commerce
Bancshares.
<CAPTION>
The following directors of the Company will continue after the 1998 annual
meeting:
Class I to serve until annual meeting in 1999.
<C> <C> <S>
James M. Kemper, Jr. October 24, 1989 Chairman of the company and past president.
76 (Director of Old Mr. Kemper was a director of Commerce
Tower from 1/23/58 Bancshares until April 16, 1997.
to 1/90) James M. Kemper Jr., is the father of
Jonathan M. Kemper and David W. Kemper.
3
<PAGE> 6
Neil T. Douthat October 24, 1989 Sr. Vice President - Investments, Financial
49 (Director of Old Consultant, Salomon Smith Barney, Inc.
Tower from 1/17/89 since January, 1997. Piper Jaffray, Inc.,
to 1/90) Managing Director-Investments from 1989
to January, 1997.
<CAPTION>
Class II to serve until annual meeting in 2000.
<C> <C> <S>
David W. Kemper October 24, 1989 President and Director of Commerce
47 Bancshares since 1982. Chairman since
1982. Chairman and Chief Executive
Officer of Commerce Bancshares since
November 1991. Chairman and President
of Commerce Bank. Director of SLH
Corp., Ralcorp Holdings and Wave
Technologies, Inc. David W. Kemper is
the son of James M. Kemper, Jr. and
brother of Jonathan M. Kemper.
Brian D. Everist October 24, 1989 Intercontinental Engineering -
47 Manufacturing Corp. - heavy
manufacturing. President since May, 1987.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
---------------------------------------------------------------
The following sets out the ownership of those stockholders beneficially
owning more than 5% of the outstanding common stock of the Company as of
February 17, 1998.
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF OF OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Commerce Bank 16,589 <F1a> 13.87%
as Fiduciary, 7,827 <F1b>
922 Walnut
Kansas City, MO
</TABLE>
4
<PAGE> 7
The following stock ownership pertains to the directors and officers as
of February 17, 1998:
<TABLE>
<S> <C> <C> <C>
Common James M. Kemper, Jr. <F2> 33,172 18.83%
David W. Kemper <F3> 27,923 15.86%
Jonathan M. Kemper <F4> 26,850 15.25%
Neil T. Douthat 673 .38%
Brian D. Everist 500 .28%
All directors and officers
as a group (7 persons) 89,068 50.60%
<FN>
Footnotes:
<F1> All stock registered in name of Commerce Bank is held in a
representative capacity, and Commerce Bank has no beneficial ownership.
Shares reflected under Commerce Bank do not include 49,582 shares in
which Commerce Bank in a representative capacity has some voting or
investment authority if the same shares are reflected as beneficially
owned by James M. Kemper, Jr., David W. Kemper or Jonathan M. Kemper.
<F1a> Commerce Bank has sole voting and sole investment authority.
<F1b> Commerce Bank has shared voting and shared investment authority.
<F2> Includes 19,050 shares in trusts under which James M. Kemper, Jr. is
co-trustee but has no equitable ownership. Of such shares, he has
shared voting and shared investment authority over 13,903 shares and
sole voting and sole investment authority over 5,147 shares. Includes
324 shares in a foundation in which Mr. Kemper has voting and investment
authority. Also includes 5,000 shares issuable upon exercise of stock
options which are currently exercisable.
<F3> Includes 1,316 shares in trusts under which David W. Kemper is
co-trustee with shared voting and investment authority, but no
beneficial ownership, and includes 7,276 shares in custodial accounts
over which David W. Kemper has investment power, but no voting or
beneficial ownership. Does not include 12,158 shares in trust for
benefit of Jonathan M. Kemper, over which Jonathan M. Kemper has sole
investment authority and Jonathan M. Kemper and David W. Kemper have
shared voting authority. These shares are included in shares
beneficially owned by Jonathan M. Kemper. Does not include shares in
trust for James M. Kemper, Jr. in which David W. Kemper is co-trustee
with no voting or investment authority. These shares are included as
shares beneficially owned by James M. Kemper, Jr. Does not include
1,310 shares owned by wife.
5
<PAGE> 8
<F4> Includes 14,166 shares in trusts under which Jonathan M. Kemper is
co-trustee with shared voting and investment authority but no beneficial
ownership. Does not include 19,331 shares in trust for benefit of David
W. Kemper over which David W. Kemper has sole investment authority and
David W. Kemper and Jonathan M. Kemper have shared voting authority.
These shares are included as shares beneficially owned by David W.
Kemper. Does not include 1,310 shares owned by wife.
</TABLE>
<TABLE>
EXECUTIVE OFFICERS
<CAPTION>
Served as Business Exp.
Name and age Position Officer Since Past 5 Years
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
James M. Kemper, Jr. Chairman of Board October 24, 1989 Chairman of Board
76 (Officer of Old and past President
Tower from 2/58 of Company.
to 1/90)
Thomas R. Willard President July 15, 1997 Employee of
43 Company since
June, 1997 -
Officer since
July, 1997. Prior
thereto, President
of Bliss Associates, Inc.
Chester A. Wittwer Jr. Vice President/ October 24, 1989 Employee and
61 Secretary (Officer of Old officer of company.
Tower from 1/73
to 1/90)
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus Compensation<F1>
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 1997 $100,000 0 0
Chairman and President 1996 88,000 0 0
1995 81,000 0 0
Thomas R. Willard 1997 67,708 <F3> 10,000 0
President
Benjamin F. Bryan <F2> 1997 101,500 15,000 1,386
Exec. Vice President 1996 106,050 0 1,591
1995 93,750 0 1,406
6
<PAGE> 9
Chester A. Wittwer, Jr. 1997 84,514 7,000 1,373
Vice President/Secretary 1996 80,765 0 1,211
1995 77,894 0 1,168
<FN>
<F1> Amounts paid or accrued under the Company's 401(K) Plan
<F2> Mr. Bryan resigned from the Company effective October 31, 1997. Salary
includes accrued vacation pay.
<F3> From June, 1997 to December 31, 1997.
</TABLE>
OPTION GRANTS IN LAST CALENDAR YEAR
The following table sets forth information regarding each stock
option granted during calendar year 1997 to the one individual named in the
Summary Compensation Table to whom a stock option was granted.
<TABLE>
<CAPTION>
Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees
Granted in fiscal Exercise Expiration
Name (#)<F1> Year Price ($)<F2> Date
<S> <C> <C> <C> <C>
James M. Kemper, Jr. 5,000 100 94.00 1/22/02
<FN>
<F1> This option was granted on January 22, 1997, and was exercisable in full
beginning on the date of grant.
<F2> The exercise price was equal to the fair market value of the Common
Stock on the date of grant.
</TABLE>
COMPENSATION PLANS
PENSION PLAN
The following tables show estimated annual benefits to persons in
specified compensation and years-of-service classification. The estimated
benefits assume the employee is age 65.
<TABLE>
PENSION PLAN TABLE
Annual Benefit per Years of Service
<CAPTION>
10 yr.
Average
Compensation 10 15 20 25 30
<S> <C> <C> <C> <C> <C>
$125,000 $17,228 $25,843 $34,462 $43,077 $49,968
100,000 13,522 20,284 27,049 33,810 39,219
75,000 9,816 14,724 19,635 24,543 28,470
50,000 6,109 9,164 12,221 15,276 17,720
</TABLE>
7
<PAGE> 10
The Company has accepted sponsorship of the retirement plan maintained
by Old Tower. The plan is for employees who are not covered by a collective
bargaining agreement. Upon retirement at age 65, an employee will receive an
annual benefit computed as follows:
25% of employee's average annual compensation over past 10 years plus
18% of the amount by which employee's average annual compensation over
past 10 years exceeds the social security base x employee's earned
benefit percentage x employee's short service percentage. Social
security base is the average of the employee's social security wages
based applied during the employee's working lifetime. Earned benefit
percentage is determined by dividing employee's actual years of service
from time to time by expected years of service to age 65. The earned
benefit percentage cannot exceed 100%. Short service percentage is
determined by dividing expected years of service to age 65 by 29. This
percentage is 100% if employee's expected years service is 29 or more.
Annual benefits will not be less than $300.00 or more than $50,000.00.
All compensation reflected in the Summary Compensation Table is covered
under the Plan. As of January 1, 1998, Mr. James M. Kemper, Jr., was credited
with 22 years of service, Mr. Wittwer was credited with 25 years of service,
Mr. Bryan was credited with 6 years of service, and Mr. Thomas R. Willard will
be credited with 1 year of service upon completion of one year employment in
June, 1998.
401K PLAN
Company has adopted a 401K Plan. Under the plan, all full time
employees who have been employed for 1 year (1,000 hours) and have attained 21
years of age are eligible. Eligible employees may elect to contribute to the
plan up to 13.5% of the employee's compensation, but not to exceed $9,500.00
annually.
The Company will match the employee contribution at the rate of 25% of
the employee contribution, provided that the Company will make no matching
contribution on the amount of the employee contribution which is in excess of
6% of the employee compensation.
The Company may also make discretionary contributions which, if made,
will be allocated in proportion to the eligible employees compensation.
Participants are 100% vested in their contribution at all times.
Vesting in Company contribution accrues at the rate of 20%
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<PAGE> 11
per year, provided that the employee is fully vested at death, disability,
attaining age 65 or termination of plan. Participants may self-direct
investments in funds controlled by the trustee. Taxes on contributions and
earnings are deferred.
Withdrawal of vested Company contributions may occur when participant's
employment terminates or when participant retires, retires due to disability,
dies or incurs a hardship (as defined in the plan) and when participant
reaches 59 1/2 years of age (provided participant is fully vested).
During the year ending December 31, 1997, the Company's matching
contributions under the plan on behalf of Mr. Wittwer were $1,373.00, on
behalf of Mr. Bryan were $1,386.00, and on behalf of all present executive
officers of Company as a group were $2,759.00.
STOCK PURCHASE PLAN
Effective July 1, 1990, the Company adopted a Stock Purchase Plan for
non-employee directors. The Plan permits the non-employee directors to elect
to have their director fees retained by the Company in a special account. The
Company will annually add to the special accounts 25% of the amount
contributed by each participating director. Semi-annually, the funds in each
participant's account shall be used to purchase common stock of the Company at
the last known sale price and the stock shall be distributed to participants.
For the calendar year ending December 31, 1997, the amounts contributed to
each non-employee director's special account and the stock subsequently
acquired by each such director is as follows:
<TABLE>
<CAPTION>
Amount Shares
Director Contributed Company 25% Acquired
<S> <C> <C> <C>
David W. Kemper $4,000 $1,000 38
Jonathan M. Kemper 4,000 1,000 38
Neil T. Douthat 4,000 1,000 38
Brian D. Everist 4,000 1,000 38
</TABLE>
Each non-employee director elected to participate in the Stock Purchase
Plan effective July 1, 1990 and received Company stock in lieu of the
compensation as set forth above.
TRANSACTIONS
James M. Kemper, Jr., David W. Kemper and Jonathan M. Kemper
beneficially own approximately 8.5% of Commerce Bancshares, Inc., parent of
Commerce Bank. David W. Kemper is Chairman of the Board and President of
Commerce Bancshares, Inc. and Commerce Bank.
9
<PAGE> 12
Jonathan M. Kemper is Director and Vice Chairman of the Board of Commerce
Bank and of Commerce Bancshares, Inc.
During 1997, the Company performed construction work for Commerce Bank,
and the Company leased office space, parking space and lots to Commerce Bank.
For the year 1997, the Company received rents, utility charge reimbursement
and construction payments from Commerce Bank of $794,207. The Company
provided steam, commercial office building management, parking, parking
facility management and services to CB Building Corp.(owned by Commerce Bank
N.A. Kansas City) and Delaware Redevelopment Corp. (owned by Commerce
Bancshares, Inc.). For said services, the Company received $493,554 during
the year 1997. Each of the services provided by the Company and the amount of
payment was the result of arms length negotiations.
The Company has a line of credit of $13,500,000 with Commerce Bank. The
line of credit was used in the expansion of the 9200 Cody warehouse/office
facility, upgrading the Commerce Tower elevators and the replacement of the
Commerce Tower cooling towers and operating expenses. In addition, the line
of credit has been used to fund letters of credit on Hillsborough Apartments
($65,000) and New Mark Phase III ($5,500,000). It is anticipated that the New
Mark letter of credit will be released by December 31, 1998. The balance of
the line of credit as of February 11, 1998, was $7,160,000.
ACCOUNTING INFORMATION
Arthur Andersen LLP, independent public accountants, were employed by
Old Tower on July 17, 1973, and served as accountants and auditors for Old
Tower until the merger on January 29, 1990. Arthur Andersen LLP, were
employed as accountants and auditors of the Company effective January 1, 1990
and have served since that date. A representative of Arthur Andersen LLP will
be present at the stockholders meeting. That representative will be available
to make statements concerning the audit and to answer any questions presented
from the floor. Arthur Andersen LLP has been selected as the Company's
independent public accountants for 1998.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 annual
meeting must be received at the Company's office, Suite 100, Commerce Tower,
Kansas City, Missouri 64105, not later than November 3, 1998, to be included
in the proxy statement and on the proxy form.
10
<PAGE> 13
OTHER MATTERS
The Board of Directors has no standing, audit, or nominating committees
or committees performing similar functions. The compensation committee met
once during the calendar year 1997. The compensation committee consists of
Neil Douthat and Brian Everist. During the past fiscal year the Company held
four regular and no special Board of Directors meetings. Each director except
for salaried officers was entitled to $250.00 for each meeting attended, plus
$3,000.00 annually.
The Company will furnish to any person who was a stockholder on February
17, 1998 (without charge) a copy of the Annual Report on Form 10-K, including
the financial statements and schedules thereto, required to be filed with the
Securities and Exchange Commission upon such person's written request for the
same, which request must contain a good faith representation that, as of
February 17, 1998 such person was a beneficial owner of securities entitled to
vote at such meeting. The request should be directed to Mr. Chester A.
Wittwer, Jr., Secretary, Tower Properties Company, Suite 100, 911 Main Street,
Kansas City, Missouri 64105.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Mr. Thomas R. Willard became an officer and director in July of 1997.
At that time, he owned no stock in company. A Form 3 should have been filed
with the SEC on August 10, 1997, but was not timely filed. A Form 5 noting
Mr. Willard's election as an officer and director was filed with the SEC on
February 11, 1998. At this time, Mr. Willard owns no stock in company.
The management does not know of any matter of business to come before
the meeting other than that referred to in the notice of meeting, but it is
intended that as to any such other matter of business, the person named in the
accompanying proxy will vote said proxy in accordance with the judgment of the
persons or persons voting the same.
By Order of the Board of Directors
CHESTER A. WITTWER, JR.
Secretary
March 4, 1998
11
<PAGE> 14
PROXY TOWER PROPERTIES COMPANY
100 Commerce Tower, 911 Main Street
Kansas City, Missouri 64105
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James M. Kemper, Jr., Thomas R. Willard, and
Chester A. Wittwer, Jr., or any one of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of Tower Properties Company
held of record by the undersigned on February 17, 1998 at the annual meeting of
stockholders to be held on April 8, 1998 or any adjournment thereof.
1. / / ELECTION OF DIRECTORS / / WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Jonathan M. Kemper and Thomas R. Willard
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. The proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: -------------------------------, 1998
--------------------------------------------
Signature
--------------------------------------------
Signature if held jointly
--------------------------------------------
PLEASE MARK, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
--------------------------------------------
