U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Genetic Laboratories Wound Care, Inc.
(Name of Registrant as Specified in its Charter)
Board of Directors of Genetic Laboratories Wound Care, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
GENETIC LABORATORIES WOUND CARE, INC.
2726 Patton Road
St. Paul, MN 55113
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 3, 1997
To Our Shareholders:
The Annual Meeting of Shareholders of Genetic Laboratories Wound Care, Inc. a
Minnesota corporation (the "Company"), will be held at 3:15 p.m., Central Time,
on Monday, November 3, 1997 at the Minneapolis Athletic Club, 615 Second Avenue
South, Minneapolis, Minnesota for the purpose of considering and acting upon
the following:
(1) To amend the Bylaws of the Company to establish the number of
directors to be at least three (3) and no greater than five (5).
(2) To elect a class of directors consisting of one (1) person who will
serve until the 2000 Annual Meeting of Shareholders or thereafter until his
successor has been elected and qualified.
(3) Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on August 1, 1997 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Ersek
Secretary
St. Paul, Minnesota
September 29, 1997
THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.GENETIC LABORATORIES
WOUND CARE, INC.
2726 Patton Road
St. Paul, MN 55113
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 3, 1997
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
Genetic Laboratories Wound Care, Inc., a Minnesota corporation (the "Company"),
for use at the Company's Annual Meeting of Shareholders to be held at 3:15
p.m., Central Time, on Monday, November 3, 1997 at the Minneapolis Athletic
Club, 615 Second Avenue South, Minneapolis, MN 55402, and any adjournment
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of Proxy will first be mailed or given to the shareholders of the Company
on or about September 29, 1997.
VOTING AND REVOCATION OF PROXY
Only shareholders of the Company's Common Stock, par value $.01 (the "Common
Stock") of record at the close of business on August 1, 1997 are entitled to
notice of and to vote at the meeting. Each share so held entitles the holder to
one vote upon each matter to be voted upon. On August 1, 1997, the Company had
outstanding 2,402,100 shares of common stock. A quorum, consisting of a
majority of the outstanding shares of the Common Stock entitled to vote at the
annual meeting, must be present in person or represented by proxy before action
may be taken at the annual meeting.
All shares represented by proxies which have been properly executed and
returned will be voted at the meeting. Where a specification is made by the
shareholder as provided in the form of proxy, the shares of Common Stock will
be voted in accordance with such specification. If no specification is made,
the shares will be voted (i) FOR amending the Bylaws of the Company to set the
number of directors to be at least three (3) and no greater than five (5) and
(ii) FOR the election of the nominee for director named in this Proxy Statement.
Any proxy given pursuant to this solicitation may be revoked by the person
giving the proxy at any time before it is voted. Proxies may be revoked by (a)
g iving written notice of such revocation to the Secretary of the Company, (b)
giving another written proxy bearing a later date, or (c) attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will
not in and of itself constitute a revocation of a proxy).Votes cast by proxy or
in person at the Annual Meeting will be tabulated by the Inspectors of Election
appointed for the meeting who will determine if a quorum is present. If an
executed proxy card is returned and the shareholder has abstained from voting
on any matter, the shares represented by such proxy will be considered present
at the meeting for purposes of determining a quorum and for purpose of
calculating the vote, but will not be considered to have been voted in favor
for such matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on such matter, then the shares covered by such non-vote
shall be deemed present at the meeting for purposes of determining a quorum but
shall not be deemed to be represented at the meeting for purposes of
calculating the vote with respect to such matter.
DIRECTORS AND EXECUTIVE OFFICERS
Certain information concerning directors and executive officers of the
Company is set forth below.
Arthur A. Beisang (age 65) has served as C.E.O. since May 1992 and as
Chairman of the Board of Directors since January 1988. He served as President
from January 1988 to May 1992. Mr. Beisang has done post-graduate work at
Wayne State University and the University of Minnesota. Mr. Beisang is a
member of the American Association of Tissue Banks. Mr. Beisang was a founder
of Bioplasty, Inc. (formerly Genetic Laboratories, Inc.)
H. James Thompson (age 55) has served as President since May 1992. He served
as Executive Vice President from January 1990 to May 1992, and Vice President
of Sales from 1988 to January 1990. He is originally from Albert Lea,
Minnesota and graduated from the University of North Dakota. His sales
management experience prior to 1984 includes eight years with Baxter/Travenol
Laboratories during which he advanced from a Twin Cities based sales
representative to National Sales Manager of Hyland Division. Mr. Thompson was
Director of Domestic Sales and Vice President of Sales at Bioplasty, Inc. from
1984 to 1988.
Robert A. Ersek, MD (age 59) has served as Secretary since November 1992 and
as Medical Director since January 1988. Dr. Ersek holds a degree from Morris
Harvey College (B.S.) and Hahneman Medical College (M.D.). Dr. Ersek has done
post-graduate work at the University of Minnesota, Tulane University, and the
University of Mississippi. He is a member of the International Society of
Cryosurgery, American Society for Artificial Internal Organs and American
Medical Association, among others. Dr. Ersek has engaged in the private
practice of plastic surgery in Austin, Texas since completing his residency in
that specialty in 1978.
John H. Olson (age 54) has served as a Director since November 1992. He
holds a degree from Macalester College (B.A.). He has also done post-graduate
work at the University of Minnesota, University of North Dakota (MST), Genetic
Institute and Mankato State University. Mr. Olson has been the President and
an Executive Director of Cryogenic Laboratories, Inc. (Sperm Bank, Roseville)
for over fifteen years. Mr. Olson is a member of the American Fertility
Society, Society for Cryobiology, American Association of Tissue Banks,
American Society of Andrology and New York Academy of Sciences.
PROPOSAL 1
TO AMEND THE BYLAWS OF THE CORPORATION
By resolution dated as of September 12, 1997, the Board of Directors voted to
amend the Bylaws of the Company to set the number of directors at no fewer than
three (3) and no greater than five (5). The property, affairs, and business of
the Company are managed under the direction of the Board of Directors. As
permitted by Minnesota law, the Company's Articles of Incorporated require that
the Board of Directors of the Company be divided into three classes, with each
class containing as nearly as possible one-third of the total number of
directors, and each class having a term of three years. The term of office of
each class is staggered so that in any one year the term of only one class
expires. In past years, the Company has sought the approval for the
shareholders, on an annual basis, to deviate from the required number of
directors and set the number of directors at three (3).
The Bylaws of the Company, adopted January 25, 1988, provide that the number
of directors shall be five (5) directors unless otherwise fixed by the
shareholders. As a result, shareholder approval is required to change the
requisite number of directors of the Company. If the amendment is authorized,
Article III, Section 5 of the Bylaws will be amended in its entirety to read as
follows:
(a) The number of directors of the corporation shall be at least three (3)
and no greater than five (5).
(b) A majority of the total number of directors shall constitute a quorum
for the transaction of business.
(c) Directors shall hold office for a three (3) year term or until the their
successors are duly chosen and qualify.
PROPOSAL 2
ELECTION OF DIRECTORS
John H. Olson is now a director of the Company and has been nominated to
serve as a member of the Board of Directors for a term of three years to serve
until the Annual Meeting of Shareholders in 2000, and until his successor is
elected and qualified. It is the intention of the named proxies that the
shares represented by proxy, unless otherwise indicated thereon, will be voted
for the election of John H. Olson to hold office for a term of one year until
the Annual Meeting of Shareholders in 2000, and until his successor is elected
and qualified.
Proxies cannot be voted for a greater number of nominees than the number of
nominees named herein. Unless authority to vote in the election of directors
is withheld, it is the intention of the proxies to nominate and vote for the
following named nominee. If at the time of the meeting, the nominee shall have
become unavailable for any reason for election as a Director, which event is
not expected to occur, the persons entitled to vote the proxy will vote for
such substitute nominee, if any, as shall be designated by the Board of
Directors. Directors are elected by a plurality of the votes cast for the
election of directors at the Annual Meeting. The nominee for Director, who has
consented to serve if elected, and the remaining Directors who will continue in
office after the Annual Meeting of Shareholders are now directors of the
Company and have served continuously as directors of the Company since the year
indicated, are named below:
Name of Nominee and Position Director
if any, in the Company Age Since
NOMINEE TO SERVE IN OFFICE UNTIL 2000
John H. Olson 54 1992
(Director)
DIRECTOR TO SERVE IN OFFICE UNTIL 1998
Arthur A. Beisang 65 1988
(CEO and Chairman of the Board)
DIRECTOR TO SERVE IN OFFICE UNTIL 1999
Robert A. Ersek, M.D. 59 1988
(Medical Director and Secretary)
The Company knows of no arrangements or understandings between a director or
nominee and any other person pursuant to which any person has been selected as
a director or nominee. There is no family relationship between any of the
nominees, directors, or executive officers of the Company. The Board of
Directors recommends a vote for the election of the nominee named above.
VOTING SECURITIES
All voting rights are vested exclusively in the holders of the Company's $.01
par value Common Stock with each share entitled to one vote. Only shareholders
of record at the close of business on August 1, 1997 are entitled to notice of
and to vote at the meeting or any adjournment thereof. On August 1, 1997, the
Company had 2,402,100 shares of its $.01 par value stock issued and outstanding.
BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
The following table sets forth information as of May 31, 1997 regarding
the beneficial ownership of Common Stock of the Company, its only class of
equity security outstanding, by each director or nominee for director of the
Company, by each executive officer named in the Summary Compensation Table
herein, by all directors, nominees and executive officers as a group, and by
each person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) who is known by the Company to
be the beneficial owner of more than five percent of the Common Stock of the
Company.
Name and Address
of Beneficial Owner
Arthur A. Beisang. . . . . . . .
C.E.O.
2726 Patton Road
St. Paul, MN 55113
Robert A. Ersek, M.D . . . . . .
Medical Director
2726 Patton Road
St. Paul, MN 55113
John H. Olson. . . . . . . . . .
Director
1944 North Lexington Avenue
Roseville, MN 55113
H. James Thompson. . . . . . . .
President
2726 Patton Road
St. Paul, MN 55113
Patrick W. Hopper. . . . . . . .
Shareholder
2624 Pebblegold Avenue
Henderson, NV 89014
All Directors and Officers
as a group (four persons).............
Amount and Nature
of Beneficial Ownership(1)
343,540(3)(4)
458,898(4)(5)
18,100(4)
128,650(4)
129,898
949,188(3)(4)(5)Percent
of Outstanding(2)
14.28%
18.98%
less than 1%
5.22%
5.40%
37.89%____________________________
(1) Each person has sole voting and sole dispositive powers with respect to
the outstanding shares held by him, except as otherwise noted.
(2) Each figure showing the percentage of outstanding shares owned
beneficially has been calculated by treating as outstanding and owned the
shares which would be issuable within 60 days if stock options held by the
indicated person were exercised.
(3) Includes 178,920 shares owned jointly by Mr. Beisang and his wife over
which Mr. Beisang may be deemed to have shared voting and investment power.
(4) Includes shares which would be issuable within 60 days if stock options
held by the indicated person were exercised as follows: Mr. Beisang, 4,000
shares; Mr. Olson, 18,000 shares; Mr. Thompson, 65,000 shares; and Dr.
Ersek, 16,000 shares; all directors, nominees and executive officers as a
group, 103,000 shares.
(5) Includes 442,898 shares held by various trusts deemed to be beneficially
owned by Dr. Ersek.
There has been no change in control of the Company since the beginning of
the last fiscal year, and there are no arrangements known to the Company,
including any pledge of securities of the Company, the operation of which may
at a subsequent date result in a change of control of the Company.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended May 31, 1997, the Company's Board of
Directors met or took action by written consent two (2) times. All of the
directors attended the meetings of the Board of Directors and the committees of
the board on which they served.
The Board of Directors has a Compensation Committee, consisting of one (1)
non-employee director, Mr. Olson. The Compensation Committee reviews salary
levels, bonuses and other matters related to the Officers and makes
recommendations to the Board of Directors in connection therewith.
The Board of Directors does not have an audit or a nominating committee.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation paid for
services rendered to the Company during the last three fiscal years by the
Company's Chief Executive Officer and the executive officers of the Company
whose total annual salary and bonus compensation for the most recent year
exceeded $100,000.
Summary Compensation Table
Long Term Compensation
Annual Compensation
Awards
Payout
Name and Principal
Position
Fiscal
Year
Salary($)
Bonus($)
Other
Annual
Compen-
sation($)
Restricted
Stock
Award(s)
($)
Securities
Underlying
Options/SARs
(#)
LTIP
Payouts
($)
All Other
Compensation
($)(1)
Arthur A. Beisang
Chief Executive
Officer
1997
1996
1995
$65,997
$65,192
$60,000
$5,000
$5,000
$7,750
$0
$0
$0
$0
$0
$0
4,000
0
12,000
$0
$0
$0
$1,320
$1,253
$1,662
H. James Thompson
President
1997
1996
1995
$86,008
$85,084
$79,880
$19,320
$26,316
$25,681
$0
$0
$0
$0
$0
$0
10,000
0
6,000
$0
$0
$0
$5,425
$8,716
$6,377
(1) All Other Compensation consists of matching fund contributions to the
Company 401(k) plan.
COMPENSATION OF DIRECTORS
Mr. Olson receives $500.00 a month as a Director fee. No other board
member receives
compensation for being a board member.
STOCK OPTIONS
The Company has two Incentive Stock Options Plans.
On May 24, 1988, the Board of Directors adopted the Genetic Laboratories
Wound Care,
Inc. Incentive Stock Option Plan (the "1988 Plan"). The 1988 Plan was approved
by the shareholders
on October 20, 1988. All employees of the Company are eligible to receive
options under the 1988
Plan. A total of 275,000 shares of the Company's stock have been reserved for
issuance upon
exercise of options granted under the 1988 Plan. All 275,000 options under the
1988 Plan have been
granted.
On June 24, 1996, the Board of Directors adopted the Genetic Laboratories
Wound Care,
Inc. 1996 Stock Option Plan (the "1996 Plan"). The 1996 Plan was approved by
the Shareholders
on October 25, 1996. All employees are eligible to receive options under the
1996 Plan. A total of
300,000 shares of the Company's stock have been reserved for issuance upon
exercise of Options
granted under the 1996 Plan. As of the date of this proxy statement, options to
purchase 65,600
shares of the Company's stock have been issued.
The purpose of the 1996 Plan is to promote the interests of the Company by
providing
employees of the Company with an opportunity to acquire a proprietary interest
in the Company and
thereby develop a stronger incentive to contribute to the Company's continued
success and growth.
In addition, the opportunity to acquire a proprietary interest in the Company
by the offering and
availability of stock options will assist the Company in attracting and
retaining key personnel of
outstanding ability.
The Board determines the exercise price for options granted under the 1996
Plan, subject to
the express requirement that the exercise price of incentive stock options
granted be equal to at least
the fair market value of the Common Stock on the date of grant. For employees
who own more than
10% of the Company's Common Stock the exercise price must be at least 110% of
the fair market
value, as defined in the 1996 Plan, of the Common Stock on the date of grant.
In the case of non
statutory stock options issued pursuant to the 1996 Plan, the exercise price
must be equal to at least
eighty five percent (85%) of the fair market value, as defined in the 1996
Plan, of the Common Stock
on the date of the grant. The exercise price must be paid to the Company in
cash or in property
having a fair market value equal to the exercise price. During the lifetime of
an optionee an option
is exercisable only by the optionee. Shares issued upon exercise must be held
two years before they
may be traded.
The following table provides information with respect to incentive stock
option exercises
in fiscal 1997 under the two Incentive Stock Option Plans by the named
executive officers and the
value of such officer's unexercised options at May 31, 1997.
Aggregated Option Exercises in Last Fiscal Year
and May 31, 1997 Option Values
Number of Securities
Underlying Unexercised
Options at May 31, 1997 (#) (1)
Value of Unexercised
In-the-Money Options
at May 31, 1997 ($) (2)
Name
Shares
Acquired
on Exercise (#)
Value
Realized($)
Exercisable
Unexercisable
Exercisable
Unexercisable
Arthur A. Beisang
Chief Executive Officer
- - -0-
$0
4,000
- - -0-
- - -0-
- - -0-
H. James Thompson
President
- - -0-
$0
65,000
- - -0-
$8,888
- - -0-
(1) There are no outstanding stock appreciation rights.
(2) Calculated on the basis of the number of shares subject to such options
multiplied by the excess of the closing price of a share of Common Stock
of $.4375 on the Local Over the Counter market at May 31, 1997 over the
exercise price of such options.
Option/SAR Grants During 1997 Fiscal Year
The following table sets forth the options that have been granted to the
executive officers
listed in the Summary Compensation Table during the Company's last fiscal year
ended May 31,
1997.
Name
Number of Securities Underlying
Options/SARs Granted
Percent of Total
Options/SARs Granted to
Employees in Fiscal Year
Exercise or Base
Price ($/Share)
Expiration
Date
Arthur A. Beisang
Chief Executive Officer
4,000
12.7%
$.48
2-21-02
H. James Thompson
President
10,000
31.6%
$.50
6-24-06
COMPANY ACCOUNTANTS
McGladrey & Pullen, LLP was selected by the Board of Directors as the
Company's
independent auditor for the fiscal year ended May 31, 1997. A representative
of McGladrey &
Pullen, LLP is expected to be present at the Annual Meeting of Shareholders and
to have the
opportunity to make a statement if so desired. Such representative also is
expected to be available
to respond to appropriate questions at that time.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
In July 1995, the Company entered into employment agreements with Messrs.
Beisang,
Thompson and Ersek. Each of the agreements has a term of three years. Each
agreement provides
for an annual cost-of-living increase in the base salary. Additional
compensation based on pre-tax
profits of the Company may be paid to the executives as determined by the
Compensation
Committee. The agreements with Messrs. Beisang and Ersek provide that the
executive may
terminate his employment upon the occurrence of any of the following events:
(i) a change in
majority ownership or control of the Company which occurs as a result of a
merger; a sale of all or
substantially all of the Company's assets; or the acquisition of a majority of
the Company's
outstanding stock by a single party or a group acting in concert; (ii) any
attempted termination of the
executive's employment by the Company prior to expiration of the agreement not
in accordance with
any termination event as set forth in the agreement; or (iii) any material
diminution of, or any
adverse change in the terms or conditions of the executive's employment duties,
responsibilities or
authority. In the event of such termination by Mr. Beisang or Mr. Ersek, the
Company shall pay said
executive a severance payment equal to their gross base salary payable over the
remaining term of
the agreement. Mr. Beisang and Mr. Ersek are currently paid a base annual
salary of $69,400 and
$29,300, respectively. The agreements with Messrs. Beisang and Ersek provide
that each executive
retains the right to new products or patents which the executive develops and
contain a covenant not
to compete by the executive during the employment period and for one year
thereafter.
COMPLIANCE WITH SECTION 16(a)
The Company's directors, its executive officers, and any persons holding
more than 10% of
the outstanding Common Stock are required to file reports concerning their
initial ownership of
Common Stock and any subsequent changes in that ownership. The Company
believes that the
filing requirements were satisfied. In making this disclosure, the Company has
relied solely on
written representations of its directors, executive officers and beneficial
owners of more than 10%
of Common Stock and copies of the reports that they have filed with the
Securities and Exchange
Commission.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, a
shareholder may require that certain proposals suggested by the shareholder be
voted upon at a
shareholders' meeting. Information concerning such a proposal may be submitted
to the Company
for inclusion in the Company's proxy statement. Such proposals must be
submitted to the Company
before May 31, 1998 for consideration at the shareholders' meeting to be held
in 1998.
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition
to solicitation by mail, proxies may be solicited by officers and other regular
employees of the
Company by telephone, telegraph or personally for which employees will not
receive additional
compensation. Arrangements also may be made with brokerage houses and other
custodians,
nominees and fiduciaries to forward solicitation material to beneficial owners
of the shares held of
record by such persons and the Company may reimburse such persons for
reasonable out-of-pocket
expenses incurred by them in so doing.
OTHER BUSINESS
As of the date of this Proxy Statement, Management is unaware that any
business not
described above will be presented for consideration at the meeting. If any
other business properly
comes before the meeting, it is intended that the shares represented by proxies
will be voted in
respect thereto in accordance with the judgment of the persons voting them.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
Robert A. Ersek
Secretary
St. Paul, Minnesota
September 29, 1997
P R O X Y
GENETIC LABORATORIES WOUND CARE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur A. Beisang, John H. Olson and
Robert A. Ersek, M.D. as Proxies, each with the
power to appoint his substitute, and hereby authorizes them, or any of them, to
represent and to vote, as designated below, all of the
shares of Common Stock of GENETIC LABORATORIES WOUND CARE, INC., held of record
by the undersigned on August 1, 1997
at the Annual Meeting of the Shareholders to be held on November 3, 1997 or any
adjournment(s) thereof upon the following matters.
1. NUMBER OF DIRECTORS - To amend the Bylaws of the Company to establish the
number of directors to be at least three
(3) and no greater than five (5).
(CHECK ONE) ________VOTE FOR ________AGAINST ________ABSTAIN
2. ELECTION OF DIRECTORS - To elect a class of Directors consisting of one
(1) person who will serve until the 2000 Annual
Meeting of Shareholders or thereafter until his successor has been elected
and qualified. NOMINEE: John H. Olson
(CHECK ONE) ________VOTE FOR NOMINEE LISTED ________WITHHOLD AUTHORITY to
vote
for nominee listed above
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(This Proxy, when properly executed will be voted in the manner directed hereon
by the undersigned stockholder. IF NO
DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR PROPOSALS 1, and 2.)
The Board of Directors recommends a vote FOR Proposals 1 and 2.
The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting
of Shareholders and the Proxy Statement furnished
therewith dated September 29, 1997. Please sign your name exactly as it
appears below. In the case of shares owned in joint tenancy
or as tenants in common, all should sign. Fiduciaries should indicate their
title and authority.
Please vote, sign, date and return this
proxy card
promptly, using the accompanying post-paid
envelope.
Dated: ____________________________, 1997
_______________________________________________
Signature(s)
______________________________________________
Sign above exactly as name(s) appears to
the left.