WINTER SPORTS, INC.
P.O. BOX 1400
WHITEFISH MONTANA 59937
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 14, 1997
The annual meeting of the shareholders of Winter Sports, Inc. will be held
at The Big Mountain in the Alpine Lodge Building, approximately 8 miles North of
Whitefish, Montana, on Tuesday, October 14, 1997 at 5:45 p.m. for the following
purposes:
1. To elect a board of nine directors to serve until the next annual
meeting of shareholders and until their successors are duly elected and
qualified.
2. To ratify the selection of independent accountants.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The board of directors has fixed the close of business on September 5, 1997
as the record date for determining those shareholders who shall be entitled to
notice of, and to vote at, the annual meeting and any adjournments thereof.
Nominees for directors are set forth in the enclosed Proxy Statement.
We urge you to mark, sign, date and return the proxy enclosed with this
notice at your earliest convenience. If you attend the meeting, you may, if you
so desire, revoke your proxy and vote in person.
By order of the board of directors
Dated at Whitefish, Montana
September 23, 1997 /s/ Sandra K. Unger
Sandra K. Unger
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH MT 59937
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 14, 1997
The proxy accompanying this Proxy Statement is solicited by the board of
directors of Winter Sports, Inc. (the `Company'') for use at the annual meeting
of shareholders to be held on Tuesday, October 14, 1997 at 5:45 p.m. local time,
in the Alpine Lodge Building, Big Mountain Ski Resort, and any adjournment
thereof. All properly executed and returned proxies will be voted in accordance
with the instructions specified there on. Unless otherwise directed, the proxy
holders will vote the proxies as set forth in this Proxy Statement with respect
to the election of directors. If other matters come before the meeting, it will
be voted in accordance with the best judgment of the persons named as proxies.
A proxy is revocable at any time before it is exercised by notifying the
secretary of the Company in writing at the address shown above.
Shareholders who withhold or abstain from voting and broker non-votes are
counted for purposes of achieving a quorum. Abstentions are counted in
tabulations of the votes cast on proposals presented to the shareholders.
Broker non-votes are not counted for purposes of determining whether a proposal
has been approved.
The approximate date on which this Proxy Statement and the accompanying
proxy were first sent to shareholders was September 23, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only voting securities of the Company are shares of common stock, of
which there were 1,008,368 shares outstanding as of September 5, 1997. Each
share is entitled to one vote, except that cumulative voting is permitted in the
election of directors. Shareholders of record at the close of business on
September 5, 1997 are entitled to notice of, and to vote at, the annual meeting.
To the Company's knowledge, the following were the only beneficial owners
of 5% or more of the outstanding common stock of the Company as of September 5,
1997. Except as otherwise specified, each named beneficial owner has sole
voting and investment power with respect to the shares set forth opposite his or
her name.
Shares of Percentage of
Name and Address Common Stock Shares Outstanding
Dennis L. Green
P. O. Box 22
Kalispell MT 59903 225,808 (1) 22.4%
Richard A. Dasen and Susan D. Dasen
400 West Valley Drive
Kalispell MT 59901 223,593 (2) 22.2%
Budget Finance
P. O. Box 22
Kalispell MT 59903 223,300 (1)(2) 22.1%
Jerome T. Broussard
P. O. Box 428
Whitefish MT 59937 66,464 6.6%
Michael J. Collins
P. O. Box 4026
Whitefish MT 59937 67,810 (3) 6.6%
Darrel R. Martin & Patricia E. Martin
1429 Highway 2 West
Kalispell MT 59901 50,053 5.0%
(1) Mr. Green owns 1,421 shares and shares investment and voting power with
respect 738 shares held by a Trust of which Mr. Green is a Co-Trustee. Mr.
Green also shares investment and voting power with respect to 223,300 shares
owned by Budget Finance, a wholly owned subsidiary of Dasen Company. Mr. Green
is a stockholder, a director and president of Dasen Company and is president of
Budget Finance. Also includes 349 shares held by a son.
(2) Mr. and Mrs. Dasen own 293 shares directly and share investment and voting
power with respect to 223,300 shares owned by Budget Finance, a wholly owned
subsidiary of Dasen Company. Mr. and Mrs. Dasen are the controlling
shareholders of Dasen Company.
(3) Includes 24,000 shares subject to options granted to Mr. Collins pursuant
to his employment agreement with the Company. See ``Compensation of Executive
Officers - Employment Agreements.''
ELECTION OF DIRECTORS
A board of directors consisting of nine directors will be elected at the
annual meeting, and will hold office until the next annual meeting of the
shareholders and until their successors are elected and qualified.
In voting for directors, a shareholder is entitled to nine votes for each
share of common stock held. A shareholder may cast votes evenly for all
directors, may accumulate such votes and cast them all for one nominee or
distribute votes among two or more nominees. Each director is elected by a
plurality of the votes cast with respect to the election of such director. Any
shares not voted (whether by abstention, broker non-vote or vote withheld) are
not counted as votes cast for or against the nominees and will be excluded from
the vote.
The proxy which accompanies this Proxy Statement is solicited by management
and provides for the following three methods of voting:
1. If you check the box `FOR ALL NOMINEES'' your votes will be
evenly distributed among the nominees listed below.
2. If you check the box ``WITHHOLD VOTES FROM ALL NOMINEES'' your
shares will not be voted in the election of directors; however,
your shares will be counted toward a quorum and will be voted
on any other business that may properly come before the meeting
in the discretion of the proxy holders.
3. If you check the box ``WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL
NOMINEES''and strike out the name of one or more nominees, your
votes will be evenly cast for remaining nominees. For example,
if you own 100 shares and you check this box, striking out the
names of two nominees, your 900 votes would be evenly
distributed among the other seven nominees.
If you wish to cast or accumulate your votes in a manner other than one of
the three methods described above, you must attend the meeting in person or
designate some other person to act as your proxy BY USE OF A WRITTEN PROXY OTHER
THAN THE PROXY WHICH IS ENCLOSED WITH THIS PROXY STATEMENT.
Pursuant to the Company's By-Laws, nominations for election to the board of
directors may be made by the board of directors, by a nominating committee
appointed by the board of directors for that purpose, or by any shareholder
entitled to vote for the election of directors. Nominations other than those
made by or on behalf of the board of directors are to be in writing and must be
delivered or mailed to the president of the Company not less than fifteen (15)
days, nor more than fifty (50) days, prior to the annual meeting of
shareholders. In the event any of the nominees become unavailable for election
for any presently unforeseen reason, the discretionary authority provided in the
proxy will be exercised to vote for any alternate nominee who may be designated
by the board of directors.
The following table lists the names and ages of the nominees, the year in
which each nominee first became a director of the Company, the nature and amount
of their beneficial ownership of common stock and the nature and amount of
beneficial ownership of common stock by all directors and executive officers as
a group at September 5, 1997.
Amount & Nature
of Beneficial
Director Ownership as of % of Shares
Name and Age Positions & Offices Since September 5, 1997 (1) Outstanding
- ------------ ------------------- ----- --------------------- -----------
Charles R. Abell Director 1992 13,804 1.4%
Age 58
Brian T.(Tim)Grattan Director 1981 13,793 1.4%
Age 59
Dennis L. Green Chairman of 1986 225,808 (2) 22.4%
Age 50 the Board and
Director
C. Richard Hughes Director 1997 200 *
Age 54
Michael T. Jenson Director 1995 19,822 (3) 2.0%
Age 49
Darrel R.(Bill)Martin Director 1957 50,053 5.0%
Age 73
Michael J. Muldown Director 1993 8,767 *
Age 52
Calvin S. Robinson Director 1983 691 *
Age 77
Paul D. Watson Director 1989 7,970 *
Age 56
All directors and executive
officers as a group (13 persons) 408,737 (4) 39.6%
*Less than 1%
(1) Except as otherwise specified, each named beneficial owner has sole voting
and investment power with respect to the shares set forth opposite his or her
name.
(2) Mr. Green directly owns 1,421 shares and shares investment and voting power
with respect to 223,300 shares which are owned by Budget Finance, a wholly-owned
subsidiary of Dasen Company. Mr. Green is a stockholder, a director and
president of Dasen Company and is president of Budget Finance. Mr. Green also
shares investment and voting power with respect to 738 shares held by a Trust of
which Mr. Green is Co-Trustee. Also includes 349 shares owned by a son.
(3) Mr. Jenson shares voting power with respect to 19,754 shares held in a
Trust.
(4) Includes 24,000 shares subject to options granted to Mr. Collins pursuant
to his employment agreement with the Company. See `Compensation of Executive
Officers - Employment Agreements.''
_____________________________________________________________________________
Charles R. Abell has been the manager of the Whitefish Credit Union,
Whitefish, Montana since 1967. Mr. Abell also serves as a director of Big
Mountain Development Corporation.
Brian T.(Tim) Grattan has owned and managed a real estate development
company in Whitefish, Montana since 1971, and is the developer and a general
partner of Grouse Mountain Lodge in Whitefish. He is past chairman of the board
of the Montana Chamber of Commerce, a director of Big Mountain Development
Corporation, a director of Big Mountain Resort Association and general manager
of Big Mountain Sewer District.
Dennis L. Green has served as president of Dasen Company and Flathead
County Title Company since 1986, and president and general manager of Budget
Finance since 1975. He is president of Montana Consumer Finance Association, as
well as a director and vice president of Big Mountain Development Corporation,
and a director of Big Mountain Resort Association. Mr. Green is the past owner
and president of Imperial Dry Cleaners, Inc. of Kalispell, Montana, past
president of Evergreen Bancorporation and a former director of First National
Bank of Whitefish and First National Bank of Eureka.
C. Richard Hughes has been the owner of Mountainside Investments of
Whitefish, Montana, since 1994. He was formerly with the investment firm, D.A.
Davidson & Co. in Missoula, Montana, from 1974 until 1993.
Michael T. Jenson has been the owner of the Whitefish Gallery and Jenson
Studio in Whitefish, Montana, for 23 years. Mr. Jenson previously served as a
member of the board of directors of Flathead Valley Community College, and is a
past member of the Whitefish City/County Planning and Zoning Board.
Darrel R.(Bill) Martin serves as president of Manions, a lease and rental
company in Kalispell, Montana. He served as executive director of Flathead
Convention and Visitors Association in the Flathead Valley from September, 1987
until August, 1993 and previously served as president and chairman of Winter
Sports, Inc. He serves as a director of Glacier Bancorp, Inc., a bank holding
company, and Glacier Bank, its operating bank subsidiary. Mr. Martin also
serves as a director of Big Mountain Development Corporation.
Michael J. Muldown has owned and managed the Allstate Insurance Agency in
Whitefish, Montana since May, 1990. Mr. Muldown is a director and officer of
the Outpost Bar, Inc. and is a Whitefish native, former ski patrolman and avid
skier.
Calvin S. Robinson is of counsel with the law firm of Crowley, Haughey,
Hanson, Toole & Dietrich, P.L.L.P. (formerly Murphy, Robinson, Heckathorn and
Phillips, P.C.) of Kalispell, Montana. He was a partner of that firm from 1951
until 1990. Mr. Robinson is a Fellow of the American College of Trust and
Estate Counsel and a member of the board of directors of Semitool, Inc. Mr.
Robinson is a former member of the board of Montana Environmental Quality
Council, the board of the Montana Chamber of Commerce, the Montana Board of
Housing, the State Board of Education, Board of Regents and the Montana Revenue
Estimating Council.
Paul D. Watson was the owner and chief executive officer of Watson Medical
Laboratories, Inc. of San Bernardino, California from 1972 until his retirement
in August, 1996.
BOARD MEETINGS
During the fiscal year ended May 31, 1997, the board of directors held 12
meetings. During their term in office all directors attended 75% or more of the
total number of the meetings of the board of directors and all committees of the
board of directors on which a director served, with the exception of Calvin S.
Robinson, Paul D. Watson and W. E. Schreiber.
BOARD COMMITTEES
The board of directors appointed an audit committee for fiscal year 1997,
comprised of Charles Abell, Dennis Green, Brian T. Grattan, Paul D. Watson and
W. E. Schreiber until his resignation from the board in December, 1996. Michael
J. Collins, Thomas Cullen and Joann Gould also attended audit committee
meetings. The audit committee held six meetings during the fiscal year ended
May 31, 1997. Functions of the audit committee include annually recommending an
independent auditor, and receiving and reviewing the reports submitted by them.
The audit committee also determines the duties and responsibilities of the
internal accounting staff, and receives and reviews reports submitted by the
internal staff.
The board of directors does not maintain a compensation committee. The
board of directors and the president determine the compensation of employees of
the Company.
The board of directors appointed an incentive committee, comprised of
Dennis Green, Darrel R. Martin, Michael Muldown, Calvin Robinson and W. E.
Schreiber on October 9, 1996. Following Mr. Schreiber's resignation from the
board in December, 1996, Brian T. Grattan was appointed to this committee in
May, 1997. The incentive committee held three meetings during the fiscal year
ended May 31, 1997.
The board of directors appointed an executive committee, comprised of
Dennis Green, Michael Jenson, Darrel R. Martin and Brian T. Grattan on October
9, 1996. No meetings were held by the executive committee during the fiscal
year ended May 31, 1997.
The board of directors does not maintain a nominating committee.
Shareholders may submit nominations for the board of directors by making such
nominations in writing to be delivered or mailed to the president of the
Company, not less than fifteen (15) days nor more than fifty (50) days prior to
the annual meeting of shareholders.
DIRECTORS COMPENSATION
Directors who are not employees of the Company received an annual fee of
$6,500 during the fiscal year 1997. Directors are paid on a pro rata basis for
the months they serve as a director of the Company during each fiscal year.
EXECUTIVE OFFICERS
Michael J. Collins, age 45, was appointed president and chief executive
officer of the Company in August, 1988. Mr. Collins was formerly employed in
the planning and construction of the Nakiska Ski Area, Calgary, Alberta, as well
as serving as venue manager of operations during the 1988 Winter Olympics. Prior
to Calgary, Mr. Collins worked for the Aspen Ski Corporation as an area planner
and construction manager. Mr. Collins currently serves on the board of the
Flathead Convention and Visitors Association. Mr. Collins also serves as
president of Big Mountain Water Company, president of Big Mountain Sewer
District, vice president of the Big Mountain Resort Association and is president
and chairman of the board of Big Mountain Development Corporation. From 1992
until 1994 Mr. Collins was on the Advisory Council for the Federal Reserve Bank,
Ninth District in Minneapolis, Minnesota.
Thomas E. Cullen, age 38, was elected treasurer of the Company in October,
1996. Mr. Cullen had previously served as manager of finance and development
for Winter Sports, Inc. and real estate accountant for Big Mountain Development
Corporation. Mr. Cullen also serves as treasurer of Big Mountain Development
Corporation, treasurer of Big Mountain Resort Reservations, secretary-treasurer
of Big Mountain Water Company and is a member of the board of Kintla Owners
Association. From 1989 until 1993, Mr. Cullen served as the controller for
Applied Information Services, Inc. of Whitefish, Montana, an electronic
publishing company.
Joann M. Gould, age 39, was appointed controller of the company in October,
1996, and is manager of General Accounting. She served as staff accountant from
1989 until 1994. From 1987 until 1989 Ms. Gould was employed as a senior
internal auditor for Western Farm Credit Banks of Sacramento, California. Prior
to that, Ms. Gould was employed by the Western Montana Production Credit
Association in Missoula, Montana. Ms. Gould has been treasurer and secretary of
Summit House Restaurant & Bar, Inc. since 1993 and is a member of the board of
Kintla Lodge Owners Association. She is a 1983 graduate of the University of
Montana and is a member of the American Institute of CPA's, the Montana Society
of CPA's, Institute of Internal Auditors as well as a member and past secretary
of the Sacramento chapter of the Institute of Management Accountants.
Sandra K. Unger, age 56, was appointed corporate secretary in October,
1996, and is manager of corporate administration. She served as assistant
corporate secretary from 1985 until 1996 and has been an employee of The Big
Mountain since 1962. Mrs. Unger is a director and secretary of Summit House
Restaurant & Bar, Inc., a member of the board of directors of the Whitefish
Credit Union, and previously served as secretary of Big Mountain Sewer District.
Mrs. Unger is the sister-in-law of Paul D. Watson, a director of the Company.
All officers are elected at the annual meeting of the board of directors
immediately following the annual meeting of shareholders and serve at the
pleasure of the board of directors. However, the Company has entered into
employment agreements with Mr. Collins, which are described under ``Compensation
of Executive Officers - Employee Agreements''below.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to one of the
Company's executive officers. No other executive officers serving at the end of
fiscal year 1997 received compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
long-term
Compensation Awards
Annual
Name and Fiscal Compensation Options (in
Principal Position Year Salary ($)(1) Shares)(2)
- ------------------ ---- ------------- ----------
Michael J. Collins 1997 $103,606 -0-
President and Chief 1996 $102,248 6,000
Executive Officer 1995 $ 94,840 6,000
(1) Includes amounts paid pursuant to the Company's 401-K Retirement Plan.
(2) Options to purchase shares of common stock pursuant to prior Employment
Agreements.
EMPLOYMENT AGREEMENTS
Michael J. Collins
The Company entered into an employment agreement effective August 1, 1992
with Michael J. Collins for a term of employment ending on July 1, 1996,
pursuant to which he served as the Company's president and general manager. In
addition to providing for an annual salary, the employment agreement provided
for stock options and performance based bonus share arrangements.
If Mr. Collins remained employed on each anniversary date of the employment
agreement, then commencing July 31, 1993, he received options each year to
purchase 6,000 shares of common stock at an exercise price of $14.00 per share
for the first annual options, and increasing $1.00 per share in each of the
subsequent three years. The options have five year terms.
Mr. Collins was also entitled to a bonus payable in common stock based upon
the Company's performance during the immediately preceding fiscal year. The
performance criteria for awarding bonus shares is determined by a complex
formula based upon skier visits and the Company's income before taxes in each
fiscal year. No bonus shares were awarded for fiscal years 1996, 1995 and 1994.
The Company entered into an employment agreement effective August 1, 1996
with Michael J. Collins for a term of employment ending on July 31, 2000,
pursuant to which he continues to serve as the Company's president and general
manager. In addition to providing for an annual salary, the employment
agreement provides for a performance based cash bonus. The Company may
terminate his agreement and is required to pay six months salary in the event of
termination.
Mr. Collins' bonus is payable in cash and is based upon the Company's
performance during the immediately preceding fiscal year. The performance
criteria for awarding a bonus is determined by a formula based upon the
Company's income before taxes in each fiscal year. No cash bonus was awarded
for fiscal year ended May 31, 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a building space lease and management agreement with Summit
House Restaurant & Bar, Inc. for operation of the lounge area in the Summit
House building located at The Big Mountain. Sandra K. Unger and Joann M. Gould,
officers of the Company, serve as directors and officers of Summit House
Restaurant & Bar, Inc.
The Company has a building space lease and management agreement with
Outpost Bar, Inc. for operation of the lounge area in the Outpost Building
located at The Big Mountain. Michael J. Muldown, a director of the Company,
serves as a director and officer of Outpost Bar, Inc.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Company's common stock, to file with the Securities and Exchange Commission
(``SEC'') initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers, directors
and greater than 10% shareholders are required by the SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or advice that no filings were required, during the
last fiscal year all officers, directors and greater than 10% beneficial owners
have complied with the Section 16(a) filing requirements with the exception of
one late filing with respect to one transaction each for Sandra K. Unger, Thomas
E. Cullen and Joann M. Gould, which should have been filed on October 19, 1996
and were filed on November 13, 1996.
INDEPENDENT AUDITORS
The Company's Board of Directors appointed Jordahl & Sliter, CPAs, to serve
as the Company's independent public accountants for the fiscal year ended May
31, 1997. Jordahl & Sliter has served since 1980 in that capacity. A
resolution will be presented at the Annual Meeting to ratify the appointment by
the Company's board of directors of Jordahl & Sliter to serve as the Company's
independent public accounts for the current fiscal year. A majority vote is
required for ratification. If the Shareholders do not ratify the selection of
Jordahl & Sliter, it will not preclude the Board of Directors from retaining
them to serve as the Company's independent public accountants for the current
fiscal year. The firm audited the Company's financial statements for fiscal
year 1997 and are expected to be present at the annual meeting of shareholders.
They will have an opportunity to make a statement if they desire, and to respond
to appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business to be presented at the meeting. However, if any other matters properly
come before the meeting, it is the intention of the proxy holders to vote or
refrain from voting in their discretion.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended May 31, 1997,
including audited financial statements, is being distributed with this Proxy
Statement. Shareholders not receiving a copy of the 1997 Annual Report may
obtain one by writing or calling Sandra Unger, Secretary of Winter Sports, Inc.,
P. O. Box 1400, Whitefish, MT 59937. Telephone (406) 862-1900.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders wishing to submit proposals for inclusion in the Company's
Proxy Statement for the 1998 annual meeting of shareholders must submit such
proposals so as to be received by the Company at The Big Mountain Ski Resort, P.
O. Box 1400, Whitefish, Montana 59937, on or before May 4, 1998.
PROXY SOLICITATION EXPENSES
The cost of soliciting proxies, including the cost of preparing and mailing
proxy materials, will be borne by the Company. The solicitation of the proxies
will be made by mail, and may be made by the officers, directors or other
employees of the Company without special compensation. Brokers, custodian and
other similar persons will be reimbursed for reasonable expenses incurred in
sending proxy materials to beneficial owners of the Company's common stock.
GENERAL
It is important that all proxies be forwarded promptly in order that a
quorum may be present at the meeting. Whether or not you contemplate attending
the meeting in person, we urge you to sign, date and mail the accompanying proxy
AT YOUR EARLIEST CONVENIENCE. If you attend the meeting, you may, if you so
desire, revoke your proxy and vote in person.
By order of the Board of Directors
Dated at Whitefish, Montana /s/ Sandra K. Unger
September 23, 1997
Sandra K. Unger
Corporate Secretary
WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH, MONTANA 59937
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Darrel R. Martin, Calvin S. Robinson and
Brian T. Grattan, and each of them as proxies, each with full power of
substitution, to represent and vote for and on behalf of the undersigned the
number of shares of common stock of Winter Sports, Inc. that the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders to be held October 14, 1997, and at any adjournment thereof. The
undersigned directs that this proxy be voted as follows:
1. Election of Directors (check only one box):
[ ] FOR ALL NOMINEES listed below
[ ] WITHHOLD VOTES FROM ALL NOMINEES
[ ] WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL NOMINEES. Cross out or
strike out the name(s) of the nominee(s) you do not want to vote for. Your
votes will be evenly distributed among the other nominees.
Nominees: Charles R. Abell Darrel R. (Bill Martin)
Brian T. Grattan Michael J. Muldown
Dennis L. Green Calvin S. Robinson
C. Richard Hughes Paul D. Watson
Michael T. Jenson
If no specification is made, a vote for all nominees will be entered and will be
evenly distributed among such nominees. IF YOU WISH TO CAST OR ACCUMULATE YOUR
VOTES IN A MANNER NOT PROVIDED FOR ON THIS PROXY, YOU MUST ATTEND THE MEETING IN
PERSON OR APPOINT SOME OTHER PERSON TO ACT AS YOUR PROXY BY USE OF A WRITTEN
PROXY OTHER THAN THIS PROXY.
2. At their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
The undersigned ratifies all that said proxies or their substitutes may
lawfully do by virtue thereof. The undersigned hereby revokes any proxy or
proxies heretofore given for such shares.
Date: , 1997
=========================
Signature
Signature if held jointly
IMPORTANT: Please date and sign your name exactly as it appears on this Proxy.
If stock is held jointly, both persons should sign. Persons signing in a
representative capacity should give their title.
PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY