X-RITE, INCORPORATED
3100 44th Street, S.W.
Grandville, Michigan 49418
Notice of Annual Meeting To Be Held May 20, 1998
The Annual Meeting of Shareholders of X-Rite, Incorporated will be held at
the Grand Valley State University Eberhard Center, 301 West Fulton Street, Grand
Rapids, Michigan, on Wednesday, May 20, 1998, at 4:30 p.m., for the following
purposes:
1. To elect three directors as set forth in the accompanying Proxy
Statement.
2. To act upon a proposal to amend the Company's Articles of
Incorporation with respect to the size of the Board of Directors.
3. To transact any other business that may properly come before the
meeting.
Shareholders of record as of the close of business on March 20, 1998, are
entitled to notice of, and to vote at the meeting. You are requested to sign,
date, and return the accompanying Proxy in the enclosed, self-addressed
envelope, regardless of whether you expect to attend the meeting in person. If
you attend the meeting in person, you may withdraw your Proxy and vote your
shares in person if you wish.
By Order of the Board of Directors
DUANE F. KLUTING
Secretary
April 8, 1998
Grandville, Michigan
X-RITE, INCORPORATED
3100 44th Street, S.W.
Grandville, Michigan 49418
PROXY STATEMENT
April 8, 1998
Solicitation of Proxies
This Proxy Statement is being furnished to the shareholders of X-Rite,
Incorporated (the "Company") on or about April 8, 1998, in connection with the
solicitation by the Board of Directors of the Company of Proxies to be used at
the Annual Meeting of Shareholders to be held on Wednesday, May 20, 1998, at
4:30 p.m. at the Grand Valley State University Eberhard Center, 301 West Fulton
Street, Grand Rapids, Michigan.
If the form of Proxy accompanying this Proxy Statement is properly executed
and returned, the shares represented by the Proxy will be voted at the Annual
Meeting of Shareholders in accordance with the directions given in the Proxy.
Where shareholders specify a choice by marking on the Proxy card, the Proxy will
be voted as specified. If no choice is specified, the shares represented by the
Proxy will be voted for the election of the directors listed as nominees in the
Proxy, and in the discretion of the Proxy voters on any other matter voted upon
at the meeting. A Proxy may be revoked prior to its exercise by delivering a
written notice of revocation to the Secretary of the Company, executing a
subsequent Proxy or attending the meeting and voting in person.
The cost of the solicitation of Proxies will be borne by the Company. In
addition to the use of the mails, Proxies may be solicited personally or by
telephone or facsimile by a few regular employees of the Company without
additional compensation. The Company has retained D.F. King & Co., Inc., to aid
in the solicitation of proxies at an estimated cost of $4,500, plus expenses. In
addition, brokers, nominees, custodians, and other fiduciaries will be
reimbursed by the Company for their expenses in connection with sending proxy
materials to beneficial owners and obtaining their Proxies.
Voting Securities and Record Date
March 20, 1998, has been fixed by the Board of Directors as the record date
for determining shareholders entitled to vote at the Annual Meeting. On that
date 21,160,191 shares of the Company's common stock, par value $.10 per share,
were issued and outstanding. Shareholders are entitled to one vote for each
share of the Company's common stock registered in their names at the close of
business on the record date.
Election of Directors
The Company's Articles of Incorporation specify that the Board of Directors
shall consist of nine (9) members, divided into three classes, with the
directors of the classes to hold office for staggered terms of three (3) years
each. Ted Thompson, Ronald R. VandenBerg, and Dr. Peter M. Banks, as described
in the following table, have been nominated for election to three year terms
expiring in 2001.
Unless otherwise specifically directed by a marking on a shareholder's
Proxy, the persons named as proxy voters in the accompanying Proxy will vote for
the nominees described below. In the event any of these nominees is no longer a
candidate at the time of the Annual Meeting of Shareholders (a situation which
is not now anticipated),
the Board of Directors may designate a substitute nominee, in which case the
accompanying Proxy will be voted for the substituted nominee.
Directors are elected by a plurality of the votes cast by shareholders.
Therefore, the nominees for each class receiving the most affirmative votes cast
will be elected, irrespective of the number of votes received. Broker nonvotes,
votes withheld, and votes against any candidate will not have a bearing on the
outcome of the election. Votes will be counted by Inspectors of Election
appointed by the presiding officer at the meeting.
The Board of Directors recommends a vote FOR the election of all the
persons nominated by the Board.
The content of the following table relating to business experience is based
upon information furnished to the Company by the nominees and directors.
Names, (Ages), Positions and Backgrounds
of Directors and Nominees Service as a Director
Nominees for Terms to Expire in 2001
Dr. Peter M. Banks (60) is the President,
Chief Executive Officer and Chairman
of the board of ERIM, International,
Inc., a high technology research and
development defense systems company
headquartered in Ann Arbor, Michigan,
and he has held that position since
1995. From 1990 to 1995 Dr. Banks was
the Dean of Engineering at the University
of Michigan. He also serves as a director
of Tecumseh Products, Inc.
Ted Thompson (68) is the Chairman of the Director since 1958
Board and Chief Executive Officer of X-Rite, Chairman of the Board and
Incorporated, and he has held that position Chief Executive Officer
for more than five years. Mr. Thompson also Member of Nominating Committee
serves as a director of Gentex Corporation.
Ronald A. VandenBerg (58) is a Business Director since 1989
Unit Vice President of Donnelly Corporation, Chairman of Compensation
a manufacturer of glass related products for Committee and Member
the automotive and electronics industries, of Nominating Committee
headquartered in Holland, Michigan. Mr.
VandenBerg has held several executive
positions with Donnelly for many years.
Directors Whose Terms Expire in 2000
Rufus S. Teesdale (77) has been retired Director since 1958
for more than five years. Prior to Chairman of Audit Committee
retirement he was a Partner in Loan
Services and Systems in Glen Ellyn, Illinois
(a software supplier to financial institutions).
Charles VanNamen (72) has been retired Director since 1958
for more than five years. Prior to Member of Audit and
retirement he was a Senior Engineer with Compensation Committees
the Instrument Division of Lear Siegler,
Inc., in Grand Rapids, Michigan (a
manufacturer of aerospace instruments).
3
Richard E. Cook (52) is the President and Director since 1997
C.O.O. of Cascade Engineering headquartered Member of Compensation and
in Grand Rapids, Michigan, and he has held Nominating Committees
that position for more than five years.
Directors Whose Terms Expire in 1999
Stanley W. Cheff (56) is the President Director since 1996
and Chief Executive Officer of Wolverine Chairman of Nominating
Building, Inc., a construction firm Committee and member of
headquartered in Grand Rapids, Michigan, Compensation Committee
and he has held that position for more
than five years.
Dr. Marvin G. DeVries (64) is an economics Director since 1986
consultant, and he served as a Professor of Member of Audit Committee
Economics at the F.E. Seidman School of
Business, Grand Valley State University,
Allendale, Michigan, for more than
five years prior to his retirement in 1994.
In addition, Dr. DeVries served as Dean of
the Business School from 1973 to 1988.
James A. Knister (60) is Group Managing Director since 1996
Director--Ventures of Donnelly Corporation, Member of Audit and
a manufacturer of glass related products for Nominating Committee
the automotive and electronics industries,
headquartered in Holland, Michigan, and he
has held that position since 1996.
Previously, Mr. Knister has held several
executive positions with Donnelly for many
years. Mr. Knister also serves as a director
of Applied Films Corporation.
The Company has an Audit Committee which recommends to the Board of
Directors the selection of independent public accountants to serve as the
Company's auditors, and reviews the scope of their audit and their audit report.
This Committee met on two occasions during the fiscal year ended January 3,
1998.
The Company has a Compensation Committee which makes recommendations to the
Board regarding annual remuneration of the Company's executive officers, and
which is responsible for administering the Company's various incentive plans
involving the Company's common stock. This Committee met on four occasions
during the fiscal year ended January 3, 1998. A report from this Committee
appears infra under the caption Report on Executive Compensation.
The Company has a Nominating Committee that is responsible for recommending
to the Board of Directors annually a slate of nominees for election as directors
to be submitted to the shareholders of the Company at the Annual Meeting. The
Committee is also responsible for recommending nominees to fill vacancies that
may occur at other times. The Committee will consider persons suggested as
nominees by shareholders, and suggestions should be sent to the Nominating
Committee c/o the Company's Secretary at its headquarters. This Committee met on
one occasion during the fiscal year ended January 3, 1998.
The Board of Directors met six times during the past fiscal year, and all
directors attended at least seventy-five percent (75%) of the aggregate number
of meetings of the Board and meetings of committees on which they served.
4
Proposal to Amend Articles
Article IV of the Company's Articles of Incorporation currently provides
that the Board of Directors shall consist of nine members. At a meeting held on
March 17, 1998, the Board of Directors unanimously adopted a resolution
approving an amendment to that provision of the Articles of Incorporation and
recommended the amendment for approval by the Company's shareholders. The
amendment specifies, in Section B, that the Board of Directors shall consist of
at least six, but not more than nine members, with the specific number to be
established by the Board of Directors from time to time.
Whenever a vacancy occurs on the Board of Directors, under the current
Articles the Company is obligated to fill that vacancy. Moreover, if the vacancy
occurs a short time in advance of an Annual Meeting of Shareholders, the Board
of Directors comes under considerable pressure to find a nominee appropriate to
fill that position for presentation to the shareholders for election. It is the
unanimous belief of the Company's directors that the Company would be best
served by permitting the Board of Directors to determine when, and if vacancies
should be filled, subject to the limitation that there would always be at least
six directors. In this manner, the Board of Directors would be afforded the
opportunity to carefully seek out and evaluate nominees with the abilities and
experiences most appropriate to the needs of the Company at the time a vacancy
occurs.
Section C of Article IV also will require modification since the section
currently specifies that the Board of Directors shall be divided into three
classes with three directors in each class. If the proposed amendment is
adopted, there may be fewer than nine directors holding office. Accordingly, the
proposed amendment will modify Section C by specifying that the directors shall
be divided into three classes as nearly equal in number as possible. The
proposed amendment is as follows:
Article IV
B. Size of Board. The Board of Directors shall consist of at least six, but
not more than nine members and the specific number of directors to be elected or
appointed within such limits shall be as determined by the Board of Directors
from time to time.
C. Classification of Board. Directors shall be divided into three classes
and each class shall be as nearly equal in number as possible to the other
classes. At each annual meeting of shareholders, directors shall be elected to
serve for a term which expires at the third annual meeting of the shareholders
following the meeting of shareholders at which the director is elected, or for
such shorter term where necessary to balance the number of directors in each of
the three classes of directors.
The affirmative vote of a majority of the outstanding shares of common
stock, in person or by proxy, on the proposed amendment to Article IV is
required for approval.
The Board of Directors recommends a vote FOR adoption of the proposed
amendment.
5
Securities Ownership of Management
The following table contains information regarding ownership of the
Company's common stock by each director and nominee for election as a director,
each executive officer named in the tables under the caption Executive
Compensation, and all directors and executive officers as a group. The content
of this table is based upon information supplied by the persons identified in
the table and represents the Company's understanding of circumstances in
existence as of March 2, 1998.
Amount and Nature of Ownership
Shares
Beneficially Exercisable
Name and Address of Beneficial Owner Owned(1) Options(2) Total Percent of Class
- ----------------------------------------------------------------------------------------------------------------------
Rufus S. Teesdale 1,514,853 30,000 1,544,853 7.2
3152 E. Gatehouse, S.E.
Grand Rapids, MI 49546
Ted Thompson 1,528,300(3) 120,000 1,648,300 7.2
3100 44th Street
Grandville, MI 49418
Joan Mariani Andrew 2,229 30,000 32,229 *
Bernard J. Berg 12,985 73,000 85,985 *
Stanley W. Cheff 3,000 20,000 23,000 *
Robert D. Claflin 1,325 4,000 5,325 *
- 10,000 10,000 *
Richard E. Cook
Dr. Marvin DeVries 1,596 62,000 63,596 *
Duane F. Kluting 19,711(4) 67,000 86,711 *
James A. Knister 2,000 20,000 22,000 *
Ronald A. VandenBerg 8,000 62,000 70,000 *
Charles VanNamen 691,000(5) 40,000 731,000 3.3
All Directors and Executive 3,786,797 578,500 4,365,297 17.9
Officers as a Group (14 persons)
- ---------------------------------------------------------------------------------------------------------------------
* Less than one percent
(1) Except as disclosed in the footnotes below, each person named in the
table has sole voting and investment power with respect to the issued
shares listed in this column.
(2) This column reflects shares subject to options exercisable within 60
days.
(3) Includes 160,000 shares issued to a trust established by Mr. Thompson's
wife, and he disclaims beneficial ownership of those shares.
(4) Includes 13,469 shares issued to a trust established by Mr. Kluting's
wife, and he disclaims beneficial ownership of those shares.
6
(5) Includes 265,900 shares issued to a trust established by Mr. VanNamen's
wife, and he disclaims beneficial ownership of those shares.
Securities Ownership of Certain Beneficial Owners
The following table contains information regarding ownership of the
Company's common stock by persons or entities beneficially owning more than five
percent (5%) of the Company's common stock. The content of this table is based
upon information contained in Schedule 13G furnished to the Company. The
individuals listed in this table are founders and former directors of the
Company.
Percent
Name and Address of Beneficial Amount and Nature of Beneficial of
Owner Ownership Class
- --------------------------------------- -------------------------------------- --------------------------------------
Leonard C. Blanding 1,437,132 6.8
6600 Tanglewood, S.E.
Grand Rapids, MI 49546
Lawrence E. Fleming 1,600,000 7.6
6200 Hall St., S.E.
Grand Rapids, MI 49546
Quinten E. Ward 1,268,640(1) 6.0
2251 N. Rampart Blvd., Suite 102
Las Vegas, NV 89128
- --------------------------------------- -------------------------------------- --------------------------------------
7
Executive Compensation
The following table contains information regarding compensation paid by the
Company with respect to the preceding fiscal year to its chief executive officer
and to the four other most highly compensated executive officers.
Summary Compensation Table
Long Term
Compensation
Annual Restricted Securities
Compensation Stock Underlying All Other
Salary Bonus Award(s) Options Compensation
Executive Year ($) ($)(1) ($)(1)(2) (#) ($)(3)
- -----------------------------------------------------------------------------------------------------------------------
Ted Thompson 289,455 -- -- 20,000 18,410
Chairman, 270,000 44,213 -- 20,000 14,219
Chief Executive 1997 280,947 20,200 -- 20,000 13,650
Officer and 1996
President 1995
Bernard J. Berg 1997 155,961 -- -- 15,000 3,236
Vice President- 1996 148,910 9,622 14,373 10,000 3,909
Engineering 1995 147,841 10,900 -- 10,000 3,691
Duane F. Kluting 1997 150,894 -- -- 15,000 3,461
Vice President- 1996 143,743 9,577 13,763 10,000 3,743
Chief Financial 1995 142,621 10,600 -- 10,000 3,593
Officer
Joan Mariani Andrew 1997 131,750 -- -- 15,000 2,741
Vice President-Sales 1996 121,726 10,017 14,983 10,000 440
and Marketing
Robert D. Claflin 1997 168,504 25,000 -- 5,000 5,297
President, 1996 148,877 34,024 -- 2,000 5,297
Labsphere, Inc.
- ---------------------- ---------------- ---------------- --------------- --------------- --------------- ---------------
(1) Bonuses paid to the executive officers of the parent company may be
converted into common stock of the Company, at the election of the
executive, pursuant to the Company's Cash Bonus Conversion Plan.
Bonuses are converted at a discount of 50 percent from the market
value of the stock at the time the bonus is determined, but the shares
received are subject to certain restrictions on transfer and risks of
forfeiture. Restricted Stock Awards shown above are the result of such
bonus conversions.
(2) The values shown in this column represent the aggregate market value
at the date of grant for shares of common stock subject to
restrictions. Restrictions lapse as to 20 percent of the shares six
months after grant and as to 20 percent on each of the first four
anniversaries of the grant date, or as to all shares in the event of
death, disability, retirement, or change in control of the Company.
Dividends will be paid on these shares to the same extent paid on the
Company's common stock generally. Restricted shares held at the close
of the Company's fiscal year were Mr. Berg 1,508 shares, Ms. Andrew
1,572 shares, and Mr. Kluting 2,844 shares. Corresponding net market
values as of that same date were Mr. Berg $27,521, Ms. Andrew $28,689,
and Mr. Kluting $51,903.
8
(3) These amounts represent "matching" contributions by the Company
pursuant to its 401(k) Plan and annual premiums for term life
insurance attributable to each named executive officer.
The following table contains information regarding stock options granted to
the above-named executive officers during the preceding fiscal year.
Option Grants in Last Fiscal Year
Individual Grants
Options Percent of Options Exercise Grant Date
Granted Granted to All Price Expiration Present Value
Executive (1) Employees ($/sh)(2) Date ($)(3)
- ---------------------------------------------------------------------------------------------------------------------------
Ted Thompson 20,000 11.1 15.63 1/20/07 124,600
Bernard J. Berg 15,000 8.4 15.63 1/20/07 93,450
Duane F. Kluting 15,000 8.4 15.63 1/20/07 93,450
Joan Mariani Andrew 15,000 8.4 15.63 1/20/07 93,450
Robert D. Claflin 5,000 2.8 15.00 4/9/07 30,550
- ---------------------------------------------------------------------------------------------------------------------------
(1) Options become exercisable one year after the date of grant.
(2) The price may be paid in cash or by the surrender of outstanding
shares.
(3) Present value calculated under the Black-Scholes Valuation Model,
assuming 6.29 percent on 1/20/97 and 6.77 percent on 4/19/97 percent
risk-free rates of return, .50 percent dividend yield, .35 percent
volatility, and exercise in 5 years. This model is an alternative
suggested by the Securities and Exchange Commission, and the Company
neither endorses this particular model nor necessarily agrees with the
method for valuing options. The future performance of the Company and
the price of its shares will ultimately determine the value of these
options.
The following table contains information regarding the exercise of options
during the preceding fiscal year by the above-named executives, as well as
unexercised options held by them at fiscal year-end.
Aggregated Option Exercises in Last Fiscal Year and Year-end Values
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Value Options at Fiscal In-the-Money Options at
Acquired on Realized Year-End( #) Fiscal Year-End ($)
--------------------------------------------------------------------------
Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
Ted Thompson -- -- 100,000 20,000 525,000 52,500
Bernard J. Berg -- -- 58,000 15,000 413,188 39,375
Duane F. Kluting -- -- 52,000 15,000 306,125 39,375
Joan Mariani -- -- 15,000 15,000 55,000 39,375
Andrew
Robert D. Claflin -- -- 4,000 5,000 7,500 16,250
- ------------------------------------------------------------------------------------------------------------------------------------
9
Report on Executive Compensation
The Compensation Committee is currently comprised of four members, and all
members are outside directors; i.e., none is an employee of the Company. The
Committee makes recommendations to the Board of Directors with respect to all
executive compensation except for the award of stock-based incentives, which are
the exclusive prerogative of the Committee.
The Compensation policies established for executive officers are designed
to assure the Company's ability to attract, motivate, and retain competent and
dedicated senior management. In constructing and applying these policies, a
conscious effort is made to identify and evaluate the executive compensation
programs for comparable employers, considering such factors as geographic and
industry influences, relative sizes, growth stages, and market capitalizations.
With the assistance of a consulting firm, the Committee has established a peer
group of corporations that it uses for compensation comparison purposes.
In general, compensation packages for executive officers are composed of
three elements: base salary, annual bonus, and stock-based incentives. Base
salary for an executive is determined by the executive's responsibility and the
Company's need to be competitive in the market for executive services. Bonus
compensation is based on achievement of corporate goals. Stock-based incentives
are intended to strengthen the alignment of interests between shareholders and
senior management and to address long-term performance.
In the early part of 1997, the Compensation Committee reviewed the annual
salary plan with the Chief Executive Officer for all other executive officers,
and made such adjustments as they thought appropriate, based upon salary survey
data for comparable employers, economic conditions in general, and individual
evaluations by the Chief Executive Officer. Annual salary for the Chief
Executive Officer was reviewed independently by the Committee and adjusted based
upon the same considerations for other executive salaries, plus the Committee's
evaluation of his performance as corporate leader.
At the same time, the Committee established an annual bonus program for
fiscal 1997 that is applicable to all executive officers. The program has two
components. One component is based on individual performance as determined by
the Compensation Committee, in conjunction with the Chief Executive Officer with
respect to other officers. A second component is based upon Company-wide
performance as measured by increases in economic value added ("EVA"), where EVA
is defined roughly to be the dollar amount by which the Company's operating
income exceeds its cost of capital. The bonuses for the Company's most highly
compensated officers are reported in the Summary Compensation Table contained in
this Proxy Statement.
The Committee also awarded stock options to seven executives during 1997
under the Employee Stock Option Plan, including the grants to the named
executives detailed in the foregoing table captioned Option Grants in Last
Fiscal Year. The options awarded to the executives, other than the Chief
Executive Officer, were awarded based upon recommendations from the Chief
Executive Officer, taking into account for each executive his contribution to
success in prior periods by achieving agreed upon goals, and his ability and
willingness to influence success in the future by striving to achieve individual
and corporate goals. The Chief Executive Officer was awarded an option based
primarily on the Committee's judgment that it is in the best interest of
shareholders to provide incentive for the Chief Executive Officer in the form of
stock options, in an amount that is appropriate relative to the options granted
other executives, considering their abilities to influence corporate
performance.
Compensation Committee
Stanley W. Cheff
Richard E. Cook
Charles VanNamen
Ronald A. VandenBerg
10
Stock Performance Graph
The following graph depicts the cumulative total return on the Company's
common stock compared to the cumulative total return on the indices for NASDAQ
market (U.S. and foreign) and NASDAQ nonfinancial stocks. The graph assumes an
investment of $100 on the last trading day of 1992, and reinvestment of
dividends in all cases.
The Company has not adopted any long-term incentive plan or any defined
benefit or actuarial plan, as those terms are defined in the applicable
regulations promulgated by the Securities and Exchange Commission. Neither does
the Company have any contracts with its executive officers assuring them of
continued employment, nor any compensatory arrangement for executives linked to
a change in control of the Company.
During 1997 members of the Company's Board of Directors received an annual
retainer of $12,000, plus a meeting fee of $750 ($1,500 for chairpersons) for
each meeting of the Board or a committee attended. In addition, each person who
is a director immediately following each Annual Meeting of Shareholders is
entitled to receive an option to purchase 10,000 shares of the Company's common
stock at a price per share equal to the fair market value on that date. Each
option has a term of ten years and becomes exercisable in full six months after
the date of the grant.
Directors who have served three or more terms (nine years) are eligible to
become Directors Emeritus at such time as they no longer hold the position of a
director of the Company, if elected to that position by the Board of Directors.
Directors Emeritus are entitled to attend meetings of the Board, but they may
not vote, and they are entitled to receive the directors' annual retainer, but
no meeting fees. Director Emeritus status lasts for a period equal to the length
of service as a director or until any earlier resignation or death.
Relationship With Independent Public Accountants
The consolidated financial statements of the Company and its subsidiaries
for the year ended January 3, 1998, have been audited by Arthur Andersen LLP,
independent public accountants, and the Board of Directors has selected Arthur
Andersen LLP to serve as the Company's independent accountants for the year
ending January 2, 1999. Representatives of Arthur Andersen LLP are expected to
be present at the Annual Meeting to respond to appropriate questions and will
have an opportunity to make a statement if they desire.
11
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3, 4, and 5 furnished to the Company during or
with respect to the preceding fiscal year and written representations from
certain reporting persons, the Company is not aware of any failure by any
reporting person to make timely filings of those Forms as required by Section
16(a) of the Securities Exchange Act of 1934.
Shareholder Proposals -- 1999 Annual Meeting
Any proposal of a shareholder intended to be presented at the 1999 Annual
Meeting of the Shareholders of the Company must be received by the Company at
its headquarters, 3100 44th Street, S.W., Grandville, Michigan 49418, no later
than December 11, 1998, if the shareholder wishes the proposal to be included in
the Company's Proxy Statement relating to that meeting.
Miscellaneous
The Company's Annual Report to Shareholders including financial statements,
is being mailed to shareholders with this Proxy Statement.
Management is not aware of any matters to be presented for action at the
Annual Meeting other than as set forth in this Proxy Statement. If other
business should come before the meeting, the persons named as proxy holders in
the accompanying Proxy intend to vote the shares in accordance with their
judgment, and discretionary authority to do so is included in the Proxy.
A COPY OF THE COMPANY'S REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE, WITHOUT CHARGE, UPON WRITTEN REQUEST FROM
DUANE F. KLUTING, THE COMPANY'S VICE PRESIDENT/CHIEF FINANCIAL OFFICER, 3100
44TH STREET, S.W., GRANDVILLE, MICHIGAN 49418.
SHAREHOLDERS ARE URGED TO PROMPTLY DATE, SIGN, AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
DUANE F. KLUTING
Secretary
April 8, 1998
Grandville, Michigan
12