SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
Tri City Bankshares Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on
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[ ] 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
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statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 9, 1999
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Tri City
Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 9, 1999 at 9:30 a.m., for
the following purposes:
(1) To elect thirteen members of the Board of Directors to serve until the
2000 Annual Meeting of Shareholders and until their successors are elected
and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Holders of common stock of record at the close of business on April 20, 1999,
will be entitled to notice of, and to vote at, the Annual Meeting, or at any
adjournment thereof.
All shareholders are cordially invited to attend and participate in the Annual
Meeting in person. Those who do not expect to attend the Annual Meeting are
urged to sign and return the enclosed proxy. Your proxy will not be used if you
subsequently decide to attend the Annual Meeting and desire to vote your shares
in person, or if you revoke your proxy by any other lawful means.
By Order of the Board of Directors,
/s/ Scott A. Wilson
- ---------------------------
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 4, 1999
TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
PROXY STATEMENT
----------------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Tri City Bankshares Corporation (the "Corporation")
to be voted at the Annual Meeting of Shareholders to be held at Tri City
National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on June 9,
1999, at 9:30 a.m., for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The solicitation is made by the mailing of this
Proxy Statement with its enclosures. No other solicitation is contemplated,
however, if it is necessary to assure adequate attendance at the Annual Meeting,
the Corporation's Board of Directors may, if it deems it advisable, make a
further solicitation by mail, telephone, telegraph, and/or personal interview
for proxies. Such solicitation will be made by the officers of the Corporation
and will be limited in extent. The total expense of the solicitation, including
reimbursement of banks, brokerage firms, custodians, nominees, and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Corporation's common stock, $1.00 par value (the
"Common Stock"), will be borne by the Corporation. The approximate date on which
this Proxy Statement and accompanying proxy card are first being mailed to
shareholders is May 4, 1999.
Shareholders are asked to complete, sign, and return the enclosed proxy. The
proxy may be revoked by you at any time before it is voted at the Annual
Meeting. Prior to the Annual Meeting, this may be done by execution of a
later-dated proxy or by written revocation sent to the Secretary of the
Corporation, Mr. Scott A. Wilson, at the office of the Corporation, 6400 South
27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may also be
revoked at the Annual Meeting by oral or written request to the Secretary of the
Corporation.
Only shareholders of record at the close of business on April 20, 1999 (the
"Record Date"), will be entitled to vote at the meeting. There were 2,524,812
shares of the Common Stock of the Corporation outstanding on that date, each
share being entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the Record Date is required for a quorum with
respect to the matters on which action is to be taken at the Annual Meeting.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is based upon information provided to the Corporation
by the persons named below and sets forth, as of March 3, 1999, information
regarding the beneficial ownership of shares of Common Stock by (a) persons
known by the Corporation to own beneficially, directly or indirectly, more than
5% of the Corporation's Common Stock; (b) directors, nominees for director and
certain executive officers; and (c) all directors and officers of the
Corporation as a group. Except as otherwise indicated, the address of each
beneficial owner of more than 5% of the Common Stock listed below is 6400 South
27th Street, Oak Creek, Wisconsin 53154.
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------ ----------------- ---------
Frank J. Bauer 26,275 Shares (3) 1.041%
Sanford Fedderly 71,241 Shares (4) 2.822%
William Gravitter 206,137 Shares (5) 8.164%
Henry Karbiner, Jr 67,105 Shares (6) 2.658%
Christ Krantz 64,985 Shares 2.574%
Rudie L. Lauterbach 15,024 Shares *
William P. McGovern 12,000 Shares (7) *
Robert W. Orth 8,967 Shares (8) *
Ronald K. Puetz 10,864 Shares (9) *
John M. Rupcich 12,747 Shares (10) *
David A. Ulrich 1,059,636 Shares (11) 41.968%
David A. Ulrich, Jr 49,232 Shares 1.950%
William J. Werry 34,412 Shares (12) 1.363%
Scott A. Wilson 10,524 Shares (13) *
All directors and officers 1,652,855 Shares 65.464%
as a group (16 persons)
- ---------------------
* Less than 1%.
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote, and beneficial ownership, as shown in the foregoing table,
arises from sole voting and investment power, except as otherwise
indicated by footnote.
(2) Percentages are based upon the 2,524,812 shares issued and outstanding
as of March 3, 1999.
(3) Includes 2,623 shares registered in the name of Mr. Bauer and his wife,
as joint tenants, as to which Mr. Bauer has shared voting and
investment power, and 923 shares registered in the name of Mrs. Bauer.
(4) Includes 35,180 shares registered in the name of Mrs. Roberta C.
Fedderly 1991 Revocable Trust, 33,996 shares registered to the Sanford
Fedderly 1991 Revocable Trust, and 2,000 shares held in a self-directed
individual retirement account ("IRA") for the benefit of Mr. Fedderly.
(5) Includes 3,850 shares registered in the name of Mrs. Gravitter.
(6) Includes 5,500 shares registered in the name of Mrs. Karbiner, and
11,785 shares and 321 shares held in self-directed IRAs for the benefit
of Mr. Karbiner and Mrs. Karbiner, respectively.
(7) Includes 2,880 shares registered in the name of Mr. McGovern and his
wife as joint tenants, as to which Mr. McGovern has shared voting and
investment power.
(8) Includes 1,364 shares in accounts for Mr. Orth's children for which he
is custodian.
(9) Includes 785 shares registered in the name of Mrs. Puetz and 2,144
shares held in a self-directed IRA for the benefit of Mr. Puetz.
(10) Includes 7,601 shares registered in the name of Mr. Rupcich and his
wife as joint tenants, as to which Mr. Rupcich has shared voting and
investment power.
(11) Mr. Ulrich passed away on September 30, 1998. His shares are held in a
trust, which was established prior to his death and is controlled by
three persons, including Mrs. Ulrich. Included are 130,367 shares
registered in the name of Mrs. Ulrich. Also includes 8,233 shares
registered in the name of N.D.C. Inc., of which Mr. Ulrich was
President and principal shareholder, and 40,969 shares and 1,137 shares
held in self-directed IRAs for the benefit of Mr. Ulrich and Mrs.
Ulrich, respectively. Also includes 204,668 shares held under
Stockholders' Agreements with members of Mr. Ulrich's family.
(12) Includes 26,552 shares registered in the name of Mr. Werry and his wife
as joint tenants, as to which Mr. Werry has shared voting and
investment power. Also includes 2,340 shares registered in the name of
Mrs. Werry.
(13) Includes 6,062 shares registered in the name of Mr. Wilson and his
wife, as to which Mr. Wilson has shared voting and investment power,
and 3,156 shares and 1,306 shares held in self-directed IRAs for the
benefit of Mr. Wilson and Mrs.
Wilson, respectively.
The Corporation knows of no contractual arrangements, including the pledge of
its securities, which might result in a change of control of the Corporation.
ELECTION OF DIRECTORS
The Board of Directors proposes that the thirteen (13) nominees named below be
elected to serve as directors for the ensuing year and until their successors
are elected and qualified. Proxies received by the Board of Directors will be
voted FOR the election of the following thirteen (13) persons, unless otherwise
indicated, but, if any such nominee is unable to serve, due to presently
unforeseen circumstances, proxies may be voted for another person nominated by
the Board of Directors. All of the persons nominated as directors are currently
directors of the Corporation and were elected at the last annual meeting held on
June 10, 1998, for a one year term which expires at the 1999 Annual Meeting. All
of the nominees have consented to serve if elected, and the Board of Directors
is not aware of any nominee who may be unable to serve as a director. The
directors and officers of the Corporation beneficially own a majority of the
Corporation's outstanding Common Stock. Accordingly, assuming that all directors
and executive officers vote for the nominees listed below, election of such
nominees is assured.
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
---- -------- --- -------------------------------------
Frank J. Bauer........... 1990 72 Director of the Corporation.President
of Frank Bauer Construction Company,
Inc. Director of Tri City National
Bank.
Sanford Fedderly ........ 1980 64 Director of the Corporation. Retired
Registered Pharmacist. Retired
President of Tri City Pharmacy, Inc.,
Oak Creek, Wisconsin. Director of
Tri City National Bank.
William Gravitter ....... 1980 70 Director of the Corporation.President
of Hy-View Mobile Home Park. Director
of Tri City National Bank.
Henry Karbiner, Jr ...... 1980 58 President, Chief Executive Officer
and Chairman of the Board of the
Corporation since October 14, 1998.
Treasurer and a Director of the
Corporation. Executive Vice President
and Secretary of the Corporation from
January 5, 1989 to October 14, 1998.
Chairman of the Board, President and
Chief Executive Officer of Tri City
National Bank since October 14, 1998.
Christ Krantz ........... 1980 74 Director of the Corporation.President
of Krantz Realty, Inc. , which owns
Days Inn, Wauwatosa, Wisconsin. Vice
President and Secretary of KRK, Inc.,
which owns Ramada Airport Motel,
Milwaukee, Wisconsin. Partner in
Veterans Linen Supply Company.
Director of Tri City National Bank.
Rudie L. Lauterbach ..... 1980 83 Director of the Corporation. Semi-
retired, Independent Accountant, Elm
Grove, Wisconsin.Director of Tri City
National Bank.
William P. McGovern ..... 1980 83 Director of the Corporation. Semi-
retired Attorney-at-Law, Milwaukee,
Wisconsin.
Robert W. Orth .......... 1996 52 Senior Vice President and a Director
of the Corporation since 1996.
Executive Vice President of Tri City
National Bank since 1996. Senior Vice
President of Bank One, Milwaukee, NA
from 1979 to 1996.
Ronald K. Puetz ......... 1988 50 Senior Vice President and a Director
of the Corporation. Executive Vice
President and Director of Tri City
National Bank.
John M. Rupcich ......... 1993 53 Director of the Corporation.President
and a Director of N.D.C., Inc.
Executive Vice President, Treasurer
and a Director of Mega Marts, Inc.
Director of Tri City National Bank.
David A. Ulrich, Jr ..... 1997 38 Director of the Corporation since
1997.Vice President and a Director of
Mega Marts, Inc. and Vice President
and a Director of N.D.C., Inc.
Responsible for property management
and construction projects of said
corporations.
William J. Werry ........ 1980 72 Director of the Corporation. Retired
Unit President of Tri City National
Bank. Director of Tri City National
Bank.
Scott A. Wilson ......... 1990 52 Secretary of the Corporation since
October 14,1998.Senior Vice President
and a Director of the Corporation.
Executive Vice President and a
Director of Tri City National Bank.
There is a family relationship between two of the nominees for directorship. Mr.
Bauer is Mr. Ulrich's uncle.
The Corporation's Board of Directors has standing Audit and Executive
Committees. The Executive Committee is composed of Messrs. Fedderly, Gravitter,
Karbiner, Krantz and Puetz. The Executive Committee's purpose is to exercise the
powers of the full Board between regular meetings of the Board. During 1998, the
Executive Committee held four meetings. The Audit Committee is composed of
Messrs. Fedderly, Krantz, Lauterbach, McGovern and Werry and its function is (a)
to review the results of audits of the Corporation and its subsidiaries
performed by the Corporation's internal auditors, (b) to meet with, and review
the results of audits of the Corporation and its subsidiaries performed by the
Corporation's independent public accountants, and (c) to recommend the selection
of independent public accountants. The Audit Committee held three meetings
during 1998. The Board of Directors has not appointed a nominating committee,
and the review of recommendations for, and the selection of, nominees to Board
membership is handled by the Board serving as a committee of the whole. If
shareholders were to recommend nominees for directors, the full Board would
consider such persons. Shareholders are entitled to nominate persons from the
floor at the Annual Meeting, but it is intended that the proxies solicited with
the Proxy Statement will be voted for the slate of the thirteen persons listed
in the table above as nominees to the Board of Directors. The Board of Directors
does not have a compensation committee.
The Board of Directors held four meetings during 1998. All incumbent directors
attended 75% or more of the meetings of the Board and the committees on which
they served during 1998, except for Mr. Gravitter who attended 50% of those
meetings.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the Corporation and
its subsidiaries to each of the most highly compensated executive officers of
the Corporation whose cash compensation exceeded $100,000 during the fiscal
years ended December 31, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation All Other
Principal Position ...... Year Salary($) Bonus($) Compensation ($)(1)
- --------------------------- ---- -------- -------- --------
David A. Ulrich, .......... 1998 $306,942 $ 41,943 $ 0
President and Chief ....... 1997 365,100 74,130 8,000
Executive Officer (2) ..... 1996 330,041 64,170 7,500
Henry Karbiner, Jr., ...... 1998 280,176 60,258 8,000
President, Chief Executive 1997 257,959 53,235 8,000
Officer and Treasurer (3) . 1996 235,008 46,110 7,500
Robert W. Orth, ........... 1998 143,391 30,778 8,000
Senior Vice ............... 1997 134,994 27,720 4,465
President ................. 1996 97,972 20,250 0
Ronald K. Puetz, .......... 1998 144,114 30,756 8,000
Senior Vice ............... 1997 132,808 27,195 7,482
President ................. 1996 112,552 21,837 6,274
Scott A. Wilson, .......... 1998 131,484 27,632 7,247
Senior Vice ............... 1997 123,138 24,885 6,922
President and Secretary (4) 1996 106,799 20,684 5,952
- ---------
(1) All other compensation represents the Corporation's matching contribution to
the employee's 401(k) plan.
(2) Mr. Ulrich passed away on September 30, 1998.
(3) Mr. Karbiner became President and Chief Executive Officer of the Corporation
effective October 14, 1998.
(4) Mr. Wilson became Secretary of the Corporation effective October 14, 1998.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Executive compensation, including that of the C.E.O., consists primarily of
salary and cash bonus. The C.E.O.'s compensation is determined in the same
manner as the other executives.
The bonus portion of executive compensation is based entirely on the
Corporation's return on assets. If the return on assets for the twelve month
period ending in November is less than the minimum amount of one percent (1%),
no cash bonuses are paid. If the return on assets exceeds the minimum, the bonus
is computed as a percentage of salary based on a formula such that as the return
on assets increases, the bonus percentage goes up at an increasing rate. The
same bonus percentage is applied to all officers of the Corporation.
Except for the bonus, there is no specific relationship between corporate
performance and executive salaries and benefits. In 1998, executive compensation
was determined by the President and Executive Vice President of the Corporation
considering the following factors without assigning any relative weight or
importance to any factor:
1. Current compensation;
2. Cost of living;
3. Salaries paid to executives at other banks; 4. Performance of the
bank during the prior year; 5. Prospects of future growth and
performance; and 6. The individual performance of the executive.
Stock price is not a factor in determining executive salaries or bonuses.
The salaries determined by the President and Executive Vice President were
submitted to the full Board of Directors for approval. After reviewing the
recommendations, the Board members had an opportunity to discuss any factors
they deemed relevant - there was no agenda or specific list of factors to be
discussed. The recommendations of the President and Executive Vice President
were approved by the Board without adjustment.
The Corporation continues to follow its long standing policy of not providing
its executives with many of the non-cash perquisites given to executives of
similar companies. Executives receive no stock rights, options, warrants or
stock appreciation rights. The Corporation does not provide memberships for its
executives in country clubs or other social clubs. Also, executives receive no
special retirement benefits or deferred compensation - they participate in the
same retirement plan provided to non-executive employees of the Corporation.
By the Board of Directors
Frank J. Bauer Rudie L. Lauterbach David A. Ulrich, Jr.
Sanford Fedderly William P. McGovern William J. Werry
William Gravitter Robert W. Orth Scott A. Wilson
Henry Karbiner, Jr Ronald K. Puetz
Christ Krantz John M. Rupcich
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative stockholder return on the Corporation's
Common Stock over the last five fiscal years compared to the returns of the
Standard & Poor's 500 Stock Index and Major Regional Bank Index compiled by
Standard & Poor's and consisting of 20 regional banks assuming that $100 is
invested on December 31, 1993 with dividends reinvested.
TRI CITY FIVE YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S&P 500 BANKS BANKSHARES
- --------------------- ------- -------- ----------
1993 100.00 100.00 100.00
1994 101.32 94.65 114.62
1995 139.40 149.04 131.14
1996 171.40 203.64 149.72
1997 228.58 306.22 171.94
1998 293.91 338.34 196.87
DIRECTORS' FEES
In 1998, the directors of the Corporation, who were not also officers of the
Corporation, received $300 for each Board meeting attended.
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or directors.
However, in the ordinary course of business, the Corporation's banking
subsidiary made loans during 1998 to officers and directors of the Corporation,
and to business firms in which officers and directors of the Corporation are
officers, partners or in which they have a substantial interest. The loans made
by the Corporation's banking subsidiary were made to the Corporation's officers
and directors and certain of the companies with which they are associated in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans to
unaffiliated persons or firms, and do not involve more than a normal risk of
collectibility or present other unfavorable features.
The estate of David A. Ulrich, a former officer and director of the Corporation,
is the principal shareholder in a corporation that owns buildings occupied by
the Corporation's central office (the "Central Office") in Oak Creek, a Tri City
National Bank branch office located in Milwaukee, and eleven Tri City National
Bank branch offices located in Pick N'Save food stores in Brookfield,
Greenfield, Milwaukee, Oak Creek and West Allis. The Central Office building
lease has a five-year term, through 2000, with one five-year renewal option. The
branches located in local food stores have lease terms of three to five years,
through December 1999, with three five-year renewal options. The annual rental
for 1998 paid in connection with all of the aforementioned leases was $384,432,
subject to adjustment as a result of increases in the consumer price index.
Pursuant to the Central Office lease only, the Corporation is also obligated to
pay property taxes, insurance and maintenance costs associated with the
building.
OTHER BUSINESS
The Board of Directors knows of no other business which may come before the
Annual Meeting. In the event that any other business not known or determined at
this time does properly come before the Meeting, it is intended that the persons
named in the proxy shall vote in accordance with their best judgment.
VOTING OF PROXIES
Proxies received by the Board of Directors will be voted in accordance with the
specifications indicated by the shareholder and unless authority to vote upon
the election of the directors, or as to individual nominees, is withheld, the
proxies will be voted FOR all of the nominees listed in the Proxy Statement.
Nominees receiving the largest number of affirmative votes cast will be elected
as directors up to the maximum number of directors to be chosen at the election.
Any shares not voted affirmatively, whether by abstention or broker nonvote,
will generally have no impact on the election of directors.
INDEPENDENT PUBLIC ACCOUNTANTS
As of the date of this Proxy Statement, the Audit Committee and the Board of
Directors have selected the independent accounting firm of Ernst & Young to
serve as its auditors for the year ending December 31, 1999. Ernst & Young has
served as the Corporation's accountants for the past sixteen years. The services
provided by Ernst & Young since January 1, 1998 consisted of assisting in the
preparation of financial statements, and audit reports with respect thereto, for
the Corporation and its subsidiaries, and providing assistance in the
preparation of periodic reports filed with the Securities and Exchange
Commission. Representatives of said firm are expected to be present at the
Annual Shareholders' Meeting and will have the opportunity to make a statement
if they choose to do so and will be available to respond to appropriate
questions.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the Corporation's Proxy
Statement for its 2000 Annual Meeting of Shareholders must be received by the
Corporation no later than December 27, 1999.
PENDING LEGAL PROCEEDINGS
No director or executive officer is an adverse party or has an interest adverse
to the Corporation or any of its subsidiaries in any material pending legal
proceedings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCES
The Corporation believes that during 1998, its officers and directors complied
with all filing requirements under Section 16(a) of the Securities Exchange Act
of 1934.
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH WAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1998 MAY BE OBTAINED WITHOUT
CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS
OF THE APRIL 20, 1999 RECORD DATE BY WRITTEN REQUEST TO SCOTT A. WILSON,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK, WISCONSIN
53154, (414) 761-1610.
By Order of the Board of Directors
/s/ Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 4, 1999
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE 1999 ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE.
PROXY Tri City Bankshares Corporation PROXY
Annual Meeting-June 9, 1999
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints William Gravitter and Henry Karbiner,
Jr. and each of them, with full power to act without the others and with full
power in each to appoint his substitute or substitutes, as his proxy to vote all
of the shares which the undersigned may be entitled to vote at the Annual
Meeting of the Shareholders of Tri City Bankshares Corporation, a Wisconsin
corporation, to be held at Tri City National Bank, 6400 South 27th Street, Oak
Creek, Wisconsin 53154, on Wednesday, June 9, 1999 at 9:30 A.M., and at any
adjournment or adjournments of said meeting, on the following matters:
1. Election of Directors
For all nominees listed below |_| WITHHOLD AUTHORITY to vote |_|
(or their substitutes if any for all nominees listed below
nominees shall be unable to
stand for election)
FRANK J. BAUER, SANFORD FEDDERLY, WILLIAM GRAVITTER, HENRY KARBINER, JR., CHRIST
KRANTZ, RUDIE L. LAUTERBACH, WILLIAM P. MCGOVERN, ROBERT W. ORTH, RONALD K.
PUETZ, JOHN M. RUPCICH, DAVID A. ULRICH, JR., WILLIAM J. WERRY, SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
(Over)
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR item 1.
2. In their discretion on such other business as may properly come before the
meeting.
THIS 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.
Date ____________________________, 1999
__________________________________
__________________________________
Please sign exactly as name appears
hereon. For joint accounts, all
tenants should sign. Executors,
Administrators , Trustees, etc.,
should so indicate when signing.