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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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 Section 240.14a-11(c) or Section 240.14a-12
Meadow Valley Corporation
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Notes:
MEADOW VALLEY CORPORATION 4411 SOUTH 40TH STREET, SUITE D-11
PHOENIX, ARIZONA 85040
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 1997
To the shareholders of Meadow Valley Corporation.:
The Annual Meeting of the shareholders of Meadow Valley Corporation (the
"Company") will be held at the Company's executive offices, 4411 South 40th
Street, Suite D-11, Phoenix, Arizona 85040, at 11:00 A.M. on June 23, 1997, or
at any adjournment or postponement thereof, for the following purposes:
1. To elect eight directors of the Company.
2. To transact such other business as may properly come before the meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of
business on April 25, 1997 will be entitled to notice of and to vote at such
meeting or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING
OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bradley E. Larson
Bradley E. Larson
Chief Executive Officer
April 30, 1997
PROXY STATEMENT
MEADOW VALLEY CORPORATION
4411 SOUTH 40TH STREET, SUITE D-11
PHOENIX, ARIZONA 85040
TELEPHONE: (602) 437-5400
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Meadow Valley Corporation (the "Company"),
a Nevada corporation, of $.001 par value Common Stock ("Common Stock") to be
voted at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to
be held at 11:00 A.M. on June 23, 1997, or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about April 30, 1997. The shares represented by all proxies that are
properly executed and submitted will be voted at the meeting in accordance with
the instructions indicated thereon. Unless otherwise directed, votes will be
cast for the election of the nominees for directors hereinafter named. The
holders of a majority of the shares represented at the Annual Meeting in person
or by proxy will be required to approve any proposed matters.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the 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.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on April 25, 1997 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 3,601,250 shares of Common
Stock, each share of which entitles the holder thereof to one vote on each
matter which may come before the Annual Meeting. Cumulative voting for
directors is not permitted.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the holdings of
Common Stock by each person who, as of April 25, 1997, holds of record or is
known by the Company to hold beneficially or of record, more than 5% of the
Company's Common Stock, by each director, and by all directors and executive
officers as a group. All shares are owned beneficially and of record. The
address of all persons is in care of the Company at 4411 South 40th Street,
Suite D-11, Phoenix, Arizona 85040.
NUMBER OF
SHARES OF
COMMON
STOCK OWNED PERCENT OF
OF RECORD COMMON STOCK
NAME AND BENEFICIALLY OWNED (1)
---- ---------------- ---------
Kim A. Lewis, Trustee of Richard C. Lewis GST
Marital Sub Trust and Kim A.Lewis Survivor's Trust 500,000 12.7%
Kennedy Capital Management, Inc. 440,000 11.2%
Alan Terril (2) 111,600 2.8%
Kenneth D. Nelson (4) 82,666 2.1%
Paul R. Lewis (5) 185,600 4.7%
Bradley E. Larson (6) 84,067 2.1%
Charles E. Cowan (3) 3,333 .1%
Scott E. Miller (3) 42,333 1.1%
Donald Townsend (3) 3,333 .1%
Gary A. Agron (3) 3,333 .1%
All officers and directors 520,898 13.3%
as a group (6 persons)(2)(3)(4)(5)(6)
__________
(1) Does not include warrants issued to the Underwriters in connection with the
Company's 1995 initial public offering.
(2) Includes stock options to purchase up to 5,200 shares of Common Stock at
$6.25.
(3) Includes stock options to purchase up to 3,333 shares of Common Stock at
$6.25.
(4) Includes stock options to purchase up to 4,666 shares of Common Stock at
$6.25
(5) Includes stock options to purchase up to 6,000 shares of Common Stock at
$6.25.
(6) Includes stock options to purchase up to 6,667 shares of Common Stock at
$6.25.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect eight directors of the
Company. Cumulative voting is not permitted for the election of directors. In
the absence of instructions to the contrary, the person named in the
accompanying proxy will vote in favor of the election of each of the persons
named below as the Company's nominees for directors of the Company. All of the
nominees are presently members of the Board of Directors. Each of the nominees
has consented to be named herein and to serve if elected. It is not anticipated
that any nominee will become unable or unwilling to accept nomination or
election, but if such should occur, the person named in the proxy intends to
vote for the election in his stead of such person as the Board of Directors of
the Company may recommend.
2
The following table sets forth officer of the Company. certain information
regarding each nominee and each executive
OFFICER OR
NAME AGE OFFICE DIRECTOR SINCE
---- --- ------ --------------
Bradley E. Larson (5) 42 President and Chief Executive 1994
Officer and Director
Paul R. Lewis (4) 50 Chief Operating 1993
Officer and Director
Kenneth D. Nelson (2)(3) 39 Vice President - Corporate 1989
Administration and Director
Alan A.Terril (3) 56 Vice President - Nevada Operations 1992
and Director
Gary A. Agron (2)(4) 52 Director 1995
Charles E. Cowan (1)(3) 50 Director 1995
Scott E. Miller (1)(5) 37 Director 1996
Gary W. Burnell 50 Vice President, Treasurer and 1997
Chief Financial Officer
Donald W. Townsend (1)(2)(4) 56 Director 1996
Julie L. Bergo 34 Principal Accounting Officer and
Secretary 1995
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Class A Director
(4) Class B Director
(5) Class C Director
On November 4, 1996, Arvin L. Black resigned as a director and Vice
President - Arizona Operations .
Terms for the Company's Board of Directors are staggered. Messrs. Cowan,
Nelson and Terril (designated "Class A" directors) shall be elected for a term
of three years, Messrs. Agron, Lewis and Townsend (designated "Class B"
directors) shall be elected for a term of two years and Messrs. Larson and
Miller (designated "Class C" directors) shall be elected for a term of one year.
In the future, terms for Class A, Class B and Class C directors will all be for
three years so that not more than three directors will be elected at any annual
meeting of the Company's stockholders. None of the above individuals has any
family relationship with any other. Directors not employed by the Company
receive $2,500 per year for attending Board of Directors' meetings and are
reimbursed for out-of-pocket expenses.
3
BACKGROUND
The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:
BRADLEY E. LARSON has been a director of the Company since 1994 and was
appointed President in July 1995 and Chief Executive Officer in November 1995.
Mr. Larson was employed by Tanner Companies ("Tanner") from 1976 until December
1994. He was Division President of the Western Arizona region for Tanner from
1984 to 1988, Vice President of Operations from 1988 to 1989 and President of
Tanner's Construction Division from 1989 until he joined the Company as its
Chief Operating Officer in December 1994. Mr. Larson earned a BSE degree in
Industrial Engineering from Arizona State University in 1979. He has been
active in several construction industry associations and is currently Treasurer
and Director of Arizona Rock Products Association, Secretary and Director of the
Arizona Highway Users Conference and a founding Director of the Transportation
Users Leadership Alliance.
PAUL R. LEWIS has been involved in the construction industry since 1964 as
a construction worker, subcontractor and general contractor. He joined the
Company (which was founded by his brother Richard C. Lewis) in October 1993 as
its Chairman and became its Chief Executive Officer in October 1994 and Chief
Operations Officer in November 1995. From January 1987 to September 1993 he was
President and principal stockholder of Ron Lewis Construction Company and Wiser
construction LLP, construction firms operating primarily in Nevada.
KENNETH D. NELSON has been involved in the financial reporting and
operations management areas of the construction industry since 1982. He joined
the Company in April 1989, became Vice President of Finance in February 1992 and
Executive Vice President and Chief Financial Officer in October 1993. From
August 1986 until April 1989, he was operations manager for Builders Unlimited,
a construction firm based in Phoenix, AZ. Mr. Nelson earned a Bachelors of
Science Degree in Business Administration from Arizona State University in 1984.
ALAN A. TERRIL joined the Company in May 1992 and became its Vice President
- - Nevada Operations in October 1993. From February 1979 until April 1992, he
was general superintendent, responsible for on site construction management, for
Ron Lewis Construction Company, a heavy construction firm owned and operated by
Paul R. Lewis, the Company's Chief Operations Officer and a director.
GARY A. AGRON was appointed to the Board of Directors in November 1995. He
is an attorney who has specialized in the practice of securities law since 1977
with emphasis on representation of issuers and brokers-dealers in public
offerings and private placements of equity securities. He has acted as issuers'
or underwriters' counsel in more than 125 initial public offerings. He is also
a director of Xedar Corporation, a publicly-held Boulder, Colorado based high
technology firm, since 1973 and U.S. Pawn, Inc., a publicly-held Denver,
Colorado based pawnshop operator, since 1989.
4
CHARLES E. COWAN was appointed to the Board of Directors in November 1995.
He is President of Charles Cowan & Associates and has an extensive background in
government and industry consulting. Prior to forming his own company, he held
CEO positions in Arizona's Department of Transportation and Department of
Economic Security, and served with the U.S. Corps of Engineers for 25 years.
SCOTT E. MILLER was appointed to the Board of Directors in March 1996. He
is Managing Director of Investment Banking for HD Brous & Co., Inc. and has
worked in various capacities within the investment banking industry for the past
10 years. He also serves on the Board of Directors of Simula, Inc., a publicly-
held transportation safety and energy absorption technology company.
DONALD W. TOWNSEND was appointed to the Board of Directors in March 1996.
He is President of Simula, Inc., a New York Stock Exchange-listed company which
is a world leader in transportation safety and energy absorption technology. He
joined Simula in 1985 overseeing the Finance, Legal, Human Resources, Product
Assurance, and Information Systems Departments. He has served as Chief
Financial Officer, Executive Manager and a director of Simula.
GARY W. BURNELL was named Vice President and Chief Financial Officer
effective April 1997. Since 1986 Mr. Burnell has served as Chief Financial
Officer and in a variety of general management and advisory capacities for
various business interests of Edward L. Taylor ("Taylor"), a pioneer of the
cable television and satellite communications industries. Mr. Burnell's initial
duties for Taylor was as vice president, treasurer and chief financial officer
of TEMPO Enterprises, Inc., an American Stock Exchange-listed cable television
and satellite communications company until TEMPO's acquisition by Tele-
Communications, Inc. in December 1988, after which Mr. Burnell remained with
Tele-Communications, Inc. during a six-month transition period. Mr. Burnell has
25 years of experience in financial reporting and administration for public and
private companies. He is a certified public accountant and holds graduate
degrees in business administration and accounting, respectively. Mr. Burnell
began his career with Arthur Andersen & Co.
JULIE L. BERGO was named Secretary and Principal Accounting Officer and has
served as Controller since October 1995. She received her Bachelor of Science
degree with a major in accounting from Moorhead State University in Moorhead,
Minnesota. She has over ten years experience in the accounting profession,
including acting as a staff auditor from 1989 to 1993 with a Minneapolis,
Minnesota based Certified Public Accounting firm, a regulatory and credit
analyst with a regional broker/dealer in Minneapolis, Minnesota from 1993 to
1994 and a senior audit manager with a Phoenix, Arizona based Certified Public
Accounting firm from 1994 to 1995.
5
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation
paid to the Company's executive officers for the years ended December 31, 1996,
1995 and 1994.
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------ ------------
NAME AND OTHER ANNUAL AWARDS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------ ---- -------- ----- ------------ ------- ------------
Bradley E. Larson 1996 $121,106 $ 0 $0 $0 $0
President and Chief 1995 97,909 0 0 0 0
Executive Officer and 1994 3,231 0 0 0 0
Director
Paul R. Lewis 1996 100,872 0 0 0 0
Chief Operating 1995 65,000 20,500(2) 0 0 0
Officer and Director 1994 60,666 0 0 0 0
Alan A. Terril 1996 114,788 17,000 0 0 0
Vice President- 1995 58,827 0 0 0 0
Nevada Operations 1994 59,076 22,340(2) 0 0 0
and Director
______________
(1) Amounts shown include cash compensation earned by executive officers.
Management believes that the value of other benefits to any officer during
the years ended December 31, 1994, 1995 and 1996 did not exceed $50,000 or
fall within any category requiring inclusion.
(2) Amounts reflect a performance bonus based on individual project
profitability.
In October 1994, Messrs. Lewis, Terril, and Nelson signed three-year
employment agreements providing for annual salaries of $90,000, $85,000 and
$75,000, respectively. In December 1994, Mr. Larson signed a five-year
employment agreement providing for an annual salary of $96,000. Effective
January 1996, Mr. Larson's employment agreement was amended to provide for an
annual salary of $120,000.
On January 21, 1997, the Company entered into a five-year employment
agreement with Gary W. Burnell. Mr. Burnell was appointed Chief Financial
Officer of the Company commencing April 1, 1997. The employment agreement
provides for an annual salary of $110,000.
6
STOCK OPTION PLAN
In November 1994, the Company adopted a Stock Option Plan (the "1994
Plan") which provides for the grant of options intended to qualify as "incentive
stock options" and "nonstatutory stock options" within the meaning of Section
422A of the United States Internal Revenue Code of 1986 (the "Code"). Incentive
stock options are issuable only to eligible officers, directors, key employees
and consultants of the Company.
The 1994 Plan is administered by the Compensation Committee of the Board of
Directors which is comprised of employee and nonemployee directors. At December
31, 1996, the Company had reserved 700,000 shares of Common Stock for issuance
under the 1994 Plan. Under the 1994 Plan, the Board of Directors determines
which individuals shall receive options, the time period during which the
options may be partially or fully exercised, the number of shares of Common
Stock that may be purchased under each option and the option price.
The per share exercise price of the Common Stock may not be less than the
fair market value of the Common Stock on the date the option is granted. No
person who owns, directly or indirectly, at the time of the granting of an
incentive stock option, more than 10% of the total combined voting power of all
classes of stock of the Company is eligible to receive incentive stock options
under the 1994 Plan unless the option price is at least 110% of the fair market
value of the Common Stock subject to the option on the date of grant. The
option price for Nonstatutory Options shall be established by the Board of
Directors and shall not be less than 100% of the fair market value of the Common
Stock subject to the option on the date of grant.
No options may be transferred by an optionee other than by will or the laws
of descent and distribution, and during the lifetime of an optionee, the option
may only be exercisable by the optionee. Options may be exercised only if the
option holder remains continuously associated with the Company from the date of
grant to the date of exercise. Options under the 1994 Plan must be granted
within 10 years from the effective date of the 1994 Plan and the exercise date
of an option cannot be later than 10 years from the date of grant. Any options
that expire unexercised or that terminate upon an optionee's ceasing to be
employed by the Company become available once again for issuance. Shares issued
upon exercise of an option will rank equally with other shares then outstanding.
As of April 1, 1997, options had been granted under the 1994 Plan to
officers, directors, employees and consultants at an exercise price ranging from
$4.38 per share to $6.25 per share. The exercise prices represented the fair
market value of the Company's Common Stock at the date such options were
granted. Thirty-three percent of the options, as indicated in the table below,
are exercisable after one year of continuous service to the Company, sixty-six
percent following two years of continuous service to the Company and one hundred
percent after three years of continuous service to the Company. The table below
sets forth the total number of options issued to each executive officer and
director of the Company through December 31, 1996:
7
NUMBER OF EXERCISE EXPIRATION
OPTIONS GRANTED PRICE DATE
--------------- -------- ----------
Bradley E. Larson 20,000 $6.25 11/13/05
25,000 4.38 12/16/06
------
45,000
======
Kenneth D. Neson 14,000 6.25 11/13/05
15,000 4.38 12/16/06
------
29,000
======
Paul R. Lewis 18,000 6.25 11/13/05
20,000 4.38 12/16/06
------
38,000
======
Alan A. Terril 15,600 6.25 11/13/05
20,000 4.38 12/16/06
------
35,600
======
Gary A. Agron 10,000 6.25 11/13/05
7,500 4.38 12/16/06
------
17,500
======
Charles E. Cowan 10,000 6.25 11/13/05
7,500 4.38 12/16/96
------
17,500
======
Scott E. Miller 10,000 6.25 11/13/05
7,500 4.38 12/16/06
------
17,500
======
Gary W. Burnell 80,000 5.31 01/21/07
======
Julie L. Bergo 10,000 6.25 11/13/95
5,000 4.38 12/16/06
------
15,000
======
8
CERTAIN TRANSACTIONS
The Company was incorporated in Nevada on September 15, 1994. Effective
October 1, 1994, following the death of the founder and sole stockholder of
Meadow Valley Contractors, Inc. ("MVC"), the Company purchased all of the
outstanding Common Stock of MVC for $11.5 million, comprised of a $10 million
promissory note and the remaining $1.5 million paid by the issuance of 500,000
shares of restricted shares of the Company's Common Stock valued at $3.00 per
share. During the fourth quarter of 1995, the Company made principal payments
in the amount of $6.5 million using a portion of the proceeds of the Company's
initial public offering.
The Company leased approximately 2,000 square feet of executive office
space at 1501 Highway 168, Moapa, Nevada 89025 under a lease with a company
controlled by a principal stockholder which expired December 31, 1995, at a
monthly rental rate of $1,200. The lease was renewed January 1, 1996 on a month
to month basis with monthly payments of $800. The Company believes that its
rental rate is fair, reasonable and consistent with rates charged by
unaffiliated third parties in the same market.
During the year ended December 31, 1995 and 1996, the Company incurred
interest expense in the amount of $1,063,716 and $437,500, respectively, related
to notes payable to a principal stockholder.
Mr. Agron, a director of the Company, provides legal services to the
Company from time to time with respect to securities matters.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
BDO Seidman, LLP, independent accountants, has served as the independent
accountants of the Company since 1994. It is the Company's understanding that
this firm is obligated to maintain audit independence as prescribed by the
accounting profession and certain requirements of the Securities and Exchange
Commission. As a result, the directors of the Company do not specifically
approve, in advance, non-audit services provided by the firm, nor do they
consider the effect, if any, of such services on audit independence.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.
9
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Annual Meeting, nor has it been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Bradley E. Larson
---------------------------
Bradley E. Larson
Chief Executive Officer
April 30, 1997
10
[GRAPH APPEARS HERE]
COMPARISON OF 14 MONTH CUMULATIVE TOTAL RETURN /*/
AMONG MEADOW VALLEY CORPORATION IN THE NASDAQ STOCK MARKET-US INDEX
AND THE DOW JONES HEAVY CONSTRUCTION INDEX
Measurement period MEADOW NASDAQ DOW JONES
(Fiscal Year Covered) VY CORP Index Index
- --------------------- -------- -------- --------
Measurement PT -
10/17/95 $ 100 $ 100 $ 100
FYE 12/95 $ 88 $ 102 $ 109
FYE 12/96 $ 72 $ 126 $ 104
/*/ $100 INVESTED ON 10/17/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
11
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MEADOW VALLEY CORPORATION
TO BE HELD JUNE 23, 1997
The undersigned hereby appoints Bradley E.Larson as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Meadow Valley Corporation held of record by the undersigned on April
25, 1997, at the Annual Meeting of Shareholders to be held June 23, 1997, or any
adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
_____ FOR the election as a director of all nominees listed below
(except as marked to the contrary below).
_____ WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: Bradley E. Larson, Paul R. Lewis, Kenneth D. Nelson, Alan A.
Terril, Gary A. Agron, Charles E. Cowan, Scott E. Miller and
Donald W. Townsend
INSTRUCTION: To withhold authority to vote for individual nominees, write their
names in the space provided below.
- --------------------------------------------------------------------------------
2. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Annual Meeting, or any adjournment or
postponement thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:__________________ __________________________________________
Signature
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. ________________________________________
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OF
SHAREHOLDERS. _____