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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 [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Winland Electronics, Inc.
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(Name of Registrant as Specified In Its Charter)
Dyna Technology, Inc., and the Winland Shareholders' Protective Committee,
consisting of Ralph I. Call, Steven A. Fraley, Paul R. Holzhueter, James J.
Kamp, Thompson H. Davis, Robert L. Ring, Gerald E. Brown
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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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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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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PRELIMINARY PROXY STATEMENT
DYNA TECHNOLOGY, INC.
225 SOUTH CORDOVA AVENUE
LECENTER, MN 56057
July , 2001
IMPORTANT NOTICE AFFECTING YOUR INVESTMENT
IN WINLAND ELECTRONICS, INC. STOCK
Dear Fellow Shareholder:
Through my company, Dyna Technology, Inc. ("Dyna Technology"), I am an
investor in Winland Electronics, Inc. ("Winland" or the "Company"). Together
with my wife, Nola D. Call, I control the dispositive and voting power of the
Winland stock that Dyna Technology owns. I am writing this letter and furnishing
these proxy materials as the chairman of a committee that has been formed called
the Winland Shareholders' Protective Committee (the "Shareholders' Protective
Committee" or the "Committee") to solicit the shareholders of Winland to replace
its current Board of Directors (the "Board").
Until now, I had no interest in the Company other than as an investor. Even
assuming our nominees are elected to the Board, none of the nominees seek any
paid position with the Company other than as a director. We intend to achieve a
turnaround of the Company with qualified existing management. If the Committee
does find it necessary to replace management, we may fill that gap with our
nominees on an interim basis only, at reasonable levels of compensation. I have
never before attempted to oust management of or in any way take over a public
company. The reason I feel compelled to appeal to you, my fellow shareholders is
because I am tired of watching the value of the investment Dyna Technology made
in the Company deteriorate while management continues to reap the rewards of
running a public company.
In the opinion of the Shareholders' Protective Committee, there are many
deep-seated problems at Winland. In our opinion, the management of the Company
is entrenched and shareholder representation on the Board of Directors is
ineffective. Many of Winland's problems are based on years of dominance of the
board by W. Kirk Hankins. In its years as a public company, Winland has never
operated as a public company should, which is to enhance shareholder value. In
the opinion of the Shareholders' Protective Committee, had management and the
Board of Directors initiated cost control measures in the face of declining
sales, shareholder equity would have been preserved. All Winland shareholders
have watched their investments shrivel, as management have written themselves
contracts which, in the opinion of the Shareholders' Protective Committee, are
excessive when measured against stock performance. Management continues to enjoy
ever increasing salaries, perks, options and benefits. An investor in Winland
who participated in the private placement six years ago has watched his or her
dollar shrink to 37 cents. There has never been a dividend paid. We believe that
with proper management, shareholder dollars should have grown into more dollars.
Management has instead chosen to spend the Company's past profitability on
salaries. Those dollars have turned into pennies.
- Like you, I invested in Winland believing a story and concept for the
Company that I still believe is viable.
- Like you, I have waited patiently for my investment to pay off, listening
to and believing in management's ability and vision to make the Company
realize its potential.
- Like you, I have watched the value of my investment continue to
deteriorate.
I cannot and will not make lofty promises or guaranties for the Company's
success. I can guaranty, however, that I, along with the other nominees on the
Shareholders' Protective Committee, will work as hard as we can to achieve a
turn around of this Company and help you to realize the value of your
investment. To that end, we are going to commit to achieving results for you
within two years, or we will not continue to stand
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for election to the Board. We intend to establish specific parameters for you to
measure our performance once our slate of directors has been elected. You will
have the right to enforce all of our promises annually with your shareholder
vote.
What follows on the succeeding pages is our proxy materials. Combined with
what you have received from management of the Company, there is a lot to read.
You are going to learn about all of the measures which management has undertaken
to prevent the Shareholders' Protective Committee from being heard. The basic
question as you are reading, though, is quite easy. Are you likely to be better
off with current management or with our slate of directors? I urge you to read
these materials carefully and use your judgement about the answer to that
question.
We can determine the future of our investment in Winland Electronics.
Please submit your proxy and vote FOR the removal of the existing Board and the
election of our nominees as replacements. Please mark, sign, date, and return
the enclosed BLUE proxy card in the envelope provided. If you have already
returned the proxy card sent to you by the Company, you may revoke that proxy
and vote for the Committee nominees and proposals by marking, signing, dating,
and returning a later dated BLUE proxy card.
Sincerely,
Ralph I. Call
Chairman, Shareholders' Protective
Committee
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PROXY STATEMENT
NOTICE OF SPECIAL MEETING
TO REPLACE THE BOARD OF DIRECTORS
OF WINLAND ELECTRONICS, INC.
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SOLICITATION OF PROXIES IN FAVOR OF ELECTING CERTAIN PERSONS
TO THE BOARD OF DIRECTORS
INTRODUCTION; SOLICITATION OF PROXIES
This Proxy Statement and the enclosed BLUE proxy card are being sent to the
shareholders of Winland Electronics, Inc. (the "Company"), in connection with
the solicitation of proxies by Dyna Technology, Inc., a shareholder of the
Company with its business address at 225 South Cordova Avenue, LeCenter, MN
56057 ("Dyna Technology"), and Ralph I. Call, Steven A. Fraley, Paul R.
Holzhueter, James J. Kamp, Thompson H. Davis, Robert L. Ring and Gerald E.
Brown, who have formed the Winland Shareholders' Protective Committee. Proxies
solicited hereby are to be voted and/or utilized at the Special Meeting of
Shareholders of the Company to be held on August 21, 2001, at 10:00 a.m. Central
Time at the Country Inn & Suites located at 1900 Premier Drive, Mankato,
Minnesota or any adjournments, postponements, continuations, or reschedulings
thereof (the "Special Meeting"), for the purpose of electing a slate of seven
directors proposed by the Committee to fill the vacancies created by the
resignations of W. Kirk Hankins and his son, Kirk P. Hankins and to replace all
of the current members of the Board of Directors of the Company. This Proxy
Statement is furnished in opposition to the Company's Proxy Statement dated June
29, 2001 (the "Company's Proxy Statement").
As of July 10, 2001, the Committee entered into an agreement with D.F.King
& Co., Inc. (D.F. King) to retain D.F.King's services to solicit proxies for
this special meeting. D.F. King will receive for its services a fee of up to
$50,000.00, plus reimbursement for out-of-pocket expenses. It is expected that
D.F. King will use up to approximately 20 people for this solicitation. In
addition to any solicitation made by D.F. King, the Shareholders' Protective
Committee may solicit proxies by telephone, facsimile, e-mail, in person or by
advertisement.
The Committee also intends to request banks, brokers and other custodians,
nominees and fiduciaries to forward these proxy materials to their customers who
are the beneficial owners of the Shares they hold of record. The Committee will
reimburse such record holders for their reasonable out-of-pocket expenses in so
doing.
The committee estimates the total cost of this solicitation, including
legal fees, and printing and mailing of proxy materials is estimated to be
$200,000 and will be borne by Dyna Technology; provided, however, that in the
event that the Committee's proposed slate of directors is elected, Dyna
Technology may seek reimbursement of such costs from the Company only to the
extent permitted by law and without shareholder approval of such reimbursement,
unless such approval is required by law. As of June 30, 2001, Dyna Technology
has incurred total expenditures of approximately $100,000.00 in connection with
the solicitation of the Company's shareholders.
THIS SOLICITATION IS BEING MADE BY THE SHAREHOLDERS' PROTECTIVE
COMMITTEE AND NOT ON BEHALF OF THE INCUMBENT BOARD
OF DIRECTORS OF THE COMPANY.
YOU ARE URGED TO SIGN, DATE AND RETURN THE BLUE PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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BACKGROUND OF THE SOLICITATION
Dyna Technology began buying Winland stock in October 1999. At that time
the investment appeared to be an attractive investment opportunity because the
Company was growing rapidly and was beginning to show profitability. Key
management comprised the largest shareholders in the Company and logically, they
should have acted to enhance shareholder value. At that time, the stock was
trading between $2.00 and $2.25 per share. For the reasons explained below,
Ralph I. Call, the owner of Dyna Technology, decided to consider taking action
to protect his and the other Winland shareholders' investment in Winland in the
Fall of 2000. In late March 2001, Mr. Call organized the Shareholders'
Protective Committee to seek to elect its members to replace the Winland Board
and propose amendments to the Company's Bylaws to remove various impediments
which the Board put in place earlier in the month.
As investors in Winland, the members of the Shareholders' Protective
Committee are deeply troubled by the performance of the Company and have serious
reservations about its continuing viability. According to the Company's 2000
Annual Report, it had consumed $3,924,501 of its $4,500,000 bank line of credit
as of December 31, 2000 and the Company has further reported a loss for the
first quarter of 2001. The bank line of credit expires in August, 2001. The
value of the Company's stock has floundered since going public in 1984, barely
ever having exceeded $3.50 per share.
The performance of the Company's stock is, the Committee believes, a
reflection of its senior management and incumbent Board of Directors. The
Company's net income dropped by more than 20% in 1999 and the Company reported a
net loss of $309,523 for the year 2000. Gross profits have declined in each of
the past two fiscal years, dropping over 24% in the year 2000 alone. The
Committee believes that at the same time, the Company has consumed cash at an
alarming rate. In the 1999 Annual Report, the Company reported that it had used
approximately $1,500,000 of its (then) $3,500,000 line of credit. By the end of
2000, that figure had increased to just over $3,900,000 and the Company was
forced to increase its line of credit to $4,500,000.
While the financial performance of the Company slumped, the Board of
Directors granted senior management salary increases and additional incentive
compensation. While the Company's stock was rapidly declining to an all-time
low, the Board took advantage of the lower stock price to reprice outstanding
stock options granted to management. In 1999, the combined salaries and bonuses
of the Company's two primary officers, W. Kirk Hankins and Lorin E. Krueger,
totaled $293,574. In 2000, that figure was increased to $369,900. By what
measure did the Winland Board believe a 26% increase in compensation was
justified? The Committee strongly believes that such compensation is excessive
in light of the Company's performance.
The response of the incumbent Board of Directors and the Company's senior
management to our concerns regarding the Company's poor financial condition has
been, the Committee believes, superficial and evasive.
Ralph Call was so concerned about the Company's declining performance that
on October 10, 2000, he sent a letter to the non-management members of the Board
of Directors on behalf of Dyna Technology, Inc. The Company's response has been
reprinted below each question posed:
1. Is any board member a true outsider with the ability to bring some
objective direction and critical experience and skills to the company?
The Company has four outside directors, S. Robert Dessalet-CPA, Thomas
J. de Petra, David L. Ewert and James P. Legus. Each of these directors
is an experienced businessman and an effective and capable director. Mr.
Ewert joined the Board in 1998 and Mr. Legus joined the Board in 2000.
2. Why were stock options repriced?
Like most public companies, Winland believes that stock options serve an
important purpose in motivating the company's management and employees.
Options become ineffective as an incentive for management and employees
in the event the exercise price significantly exceeds the market price
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of the company's common stock. As stated in the Company's public
filings, we repriced options to provide an appropriate incentive to
management and employees of the Company.
3. Why have bonuses continued to be paid to management when performance
has been dismal?
Setting aside fiscal year 2000 for the moment, the Company's performance
in recent years has certainly not been "dismal" and has demonstrated
growth in sales and strong earnings. We considered it appropriate to
reward management for this performance. As in most small cap growth
companies, we have emphasized bonuses in lieu of high base salaries to
encourage achievement of specific actions designated to meet long-term
objectives, as well as to improve sales and earnings. The Company has
struggled a bit more in fiscal year 2000 due to shifts in demand for
certain products from major OEM customers and significantly delayed
component deliveries due to industry-wide shortages. This type of change
in demand is an inherent risk for a company like ours, which is
dependent upon a small number of major OEM customers. We have explained
this risk in our public reports for many years. The component delivery
delays have occurred industry wide and these delays are outside
management's control. When considering bonuses for fiscal year 2000, we
will take into consideration the Company's operating results,
accomplishment of specific actions to achieve long-term objectives, and
whether there was anything management could have done to improve
operating results.
4. Are wages and benefits paid to Winland employees appropriate to their
skills and contributions to the Company?
We believe that the wages paid by the Company are appropriate to the
skills and contributions of the employees. In fact, we engaged a
compensation consultant who has advised us that our wage may be lower
than industry standards.
5. Does the Company exhibit appropriate management discipline and control?
In our competitive industry, we could not survive without appropriate
management discipline and control. We have implemented advanced
inventory control techniques, received ISO 9001 registration and
controlled costs without limiting our potential for growth.
6. In 1999, you stated in the annual report that your cost of
manufacturing increased because you were preparing for Y2K, additional
staffing to support increased production levels, purchase of new
manufacturing and test equipment, ISO 9001, and reduced efficiencies
due to new workers. For the first six months of 2000, you have stated
that the lower margins were due to increased manufacturing costs.
Please explain.
Lower margins in the first six months of 2000 were caused by several
factors, not the least of which has been the effect of the worldwide
shortage of electronic components. This shortage has delayed and reduced
shipments to customers, increased costs of raw materials, increased
freight costs to expedite needed components, and created labor and
machine time inefficiencies by forcing us to build products in less than
optimal run quantities as parts become available. Material delays in
some cases also forced our OEM customers to delay shipments of existing
and new products, pushing existing orders into 2001.
7. Why has the customer base been allowed to concentrate over many years?
What is being done to broaden the customer base?
We constantly strive to obtain additional OEM customers so as to reduce
our reliance on existing customers. This process takes time, and we must
continue to serve our existing customers in the meantime. Among other
things, we are working to establish a sales presence in other areas with
a view toward obtaining more OEM customers. In addition we have added
two new proprietary products.
8. Why are you introducing new products with lower margins when your
current gross margins are inadequate? For the business to be healthy,
you need gross margins in the range of 30%.
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As an organization, we do understand the need to strengthen our margins
in our product offering. As has been outlined in previous information
released by the Company, we are focusing on the full service segment of
the contract manufacturing area rather than the build-only aspect. This
market segment produces higher margins as well as increased customer
retention due to a dependence on several services the Company can
provide. However, we have realized that these margins alone are not
going to strengthen the bottom line. We have developed and continue to
develop and introduce new products that will carry the Winland brand as
well as increase margins rather than lower margins. Our sales area has
been staffed to sell to these markets, and customers are being actively
sought.
9. Is Company debt properly managed?
Yes, we believe that we are properly leveraged with debt at competitive
rates.
10. Is the huge investments in engineering paying off? Will it ever?
The investment in engineering that is shown on our statements reflects
both support services and product development efforts. The engineering
expenditure is accounted for in three ways. First, we sell engineering
and support services in conjunction with manufacturing orders. The sales
of these services are included in the net sales dollars. Second, a level
of continuation engineering and document support services are expected
by our OEM customers; without these we would likely lose several of our
key OEM accounts. Finally, as outlined in our response to your question
#8, we fund product development efforts that will enhance the
proprietary products in markets we have targeted We target markets that
have the potential to produce more favorable margins.
11. Why was the stock moved to the American Exchange? The Nasdaq is where
the action is.
Thinly traded Nasdaq companies, like Winland, often have very few market
makers. As a result, these market makers essentially control the market
for the Company's stock. We believe that the specialist system used by
the American Exchange is less susceptible to consolidation of control
and therefore provides a fairer market.
12. Are you giving too much attention to form and not enough to function?
For example, the Company issues press releases concerning public
recognition and awards while profits languish and the shareholders get
a haircut.
We understand clearly that recognition and awards are derived from
operating results and our focus is on constant improvement in the
operating results of the Company.
13. In 2000, you have a commitment to pay down $657,000 of long-term debt
obligations. With your current projections for income and cash flow,
how do you propose to make that payment?
Winland is committed to meeting our debt obligations and maintaining an
excellent working relationship with our creditors. Through September 20,
2000, we have repaid $520,600 in term loans, capital leases and
mortgages. The funds have come from cash flow from operation and our
existing line of credit.
14. As directors of a public company where neither the income statement nor
the balance sheet is improving, why have you sat on your hands?
From 1995 to 1999, the Company has seen significant improvement in its
operations. Although 2000 is proving to be a difficult year, we do not
think it is time to panic and make wholesale changes in the Company's
approach. We will continue to expect management, as always, to be
constantly alert for opportunities to increase sales and improve
operations.
The Company's reply was dated October 31, 2000 but was not signed by any
Director. The Company did not reply to the two additional letters dated November
3, 2000 and November 20, 2000 sent by Mr. Call to the non-management Directors.
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THE BY-LAW AMENDMENTS
The Company's senior management and incumbent Board of Directors seem less
concerned with the performance of the Company than the preservation of their
positions. Rather than appropriately responding to shareholder concerns about
the Company's failing performance, the Board of Directors recently sought to
entrench themselves and senior management in control of the Company by adopting
By-Law provisions which limit the rights of shareholders to nominate director
candidates and propose other changes to the status quo. Specifically, the
recently-amended By-Laws impose costly notice requirements with respect to
shareholder nominees and other proposals affecting the Company's Annual Meeting
which, the Committee believes, serve no purpose other then to warn the incumbent
Board of Directors and allow them to mount a more effective defense.
Furthermore, the amendments limit the ability of the shareholders to convene
special meetings of the shareholders by raising to 25% the threshold voting
power required to call special meetings of shareholders for the purpose of
considering any action to directly or indirectly facilitate or effect a business
combination, including any action to change or otherwise affect the composition
of the board of directors for that purpose. Not even the incumbent Board, taken
as a whole, own enough stock to call such a meeting. Finally, the amendments
limit the ability of shareholders to participate in meetings of the shareholders
by empowering the officers of the Company to restrict access to non-shareholders
at shareholder meetings, to limit the amount of time allotted for questions or
comments and to unilaterally determine when the business of the meetings has
been completed. In the opinion of the Shareholders' Committee, these amendments
are not germane to the financial performance of the Company or the best
interests of its shareholders and have as their sole purpose the preservation of
power of senior management and the incumbent Board of Directors.
SHAREHOLDERS' PROTECTIVE COMMITTEE; CONTRACT WITH WINLAND SHAREHOLDERS
Management and the Board has failed to successfully respond to the
challenges of operating a manufacturing concern. According to the Company's 2000
Annual Report, Accounts Receivable increased 36% and Inventories increased 53%
over the prior year at a time when Sales were stagnant and Cost of Sales was
increasing. Three customers account for 66% of the Company's Receivables. The
Board has recently enacted By-Law provisions which sacrifice shareholder rights
to preserve their positions of power. Our philosophy in investing is one that we
believe most investors share -- an investment is an expression of confidence in
management. For the reasons expressed above, we have lost all confidence in
senior management and incumbent Board of Directors of the Company. We have not,
however, lost hope for the Company and the investments of our fellow
shareholders. For that reason, we have organized a group of seven nominees for
election to the Company's Board of Directors at its upcoming 2001 Special
Meeting.
Your choices as a stockholder are rather limited. You can try to sell your
stock for which there is a limited market. You can vote in favor of retaining
the existing slate of directors. It is our opinion that their continued control
of the Company will reduce the value of your investment to zero. Or, you can
vote for the slate of directors nominated by the Shareholders Protective
Committee. Although we cannot assure you that any or all of the following agenda
items will in fact be undertaken, if we are elected we intend to do the
following:
1. Remove existing directors and senior management.
2. Install a board of directors who are true outsiders and who bring
considerable experience, talent and energy to the Company. As a
shareholder you'll be able to communicate with your directors.
3. Appoint competent management and hold them accountable for their
performance. We will make management appointments based on merit, not
family relationships.
4. Properly represent shareholders and stakeholders and discharge our
fiduciary responsibilities.
5. Visit all key customers within the 1st month.
6. Diversify the customer base.
7. Have an independent audit conducted. After we have been able to review
the Company's internal information, we may conclude that this step is
not necessary. Although this audit may not differ from
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previous audits conducted by the Company, our audit will give us a fresh
perspective and enable us to evaluate the Company and make appropriate
adjustments to gross margins and expense levels.
8. Develop a business plan.
9. Communicate honestly with you, the shareholders, and the media. We will
report good news and bad news and attempt to explain what we are doing
so that you can understand.
10. We will operate conservatively and work to decrease Company leverage
and enhance Company, and thus shareholder value. We will concentrate on
improving operations and let the PR follow.
The Committee's group of nominees for election to the Company's board of
directors are individuals of integrity and experience who are committed to
enhancing value for all Shareholders. The election of our slate would provide
the Company with a fresh perspective based on a combined total of over 186 years
of management, investment and capital markets experience. The Committee nominees
view the opportunity to serve as directors of the Company as a contract with the
Company's shareholders to maximize shareholder value. Winland stockholders, as
the owners of the Company, have every right to be concerned about the value of
their investment. The nominees for the new board of directors all have as their
primary commitment the pursuit of a business strategy that will produce the
highest and best returns to the Company's shareholders and a management style
that is more democratic and responsive.
PROPOSAL: WINLAND SHAREHOLDERS' PROTECTIVE COMMITTEE NOMINEES AS DIRECTORS
The Board of Directors currently consists of five persons. The two vacant
director seats have not been filled. Each director elected at the 2001 Special
Meeting will be elected to serve until the Company's next Annual Meeting or
until a successor is duly elected/appointed and qualified.
The Committee submits for election to replace the incumbent Board of
Directors the seven persons named below. Proxies cannot be voted for a greater
number of persons than the number of nominees named below. The Committee
recommends a vote FOR all nominees, and it is intended that, unless contrary
written instructions are provided, BLUE Proxies accompanying this Proxy
Statement will be voted at the 2001 Special Meeting FOR the election to the
Board of all of the Committee nominees named, to the exclusion of the candidates
nominated by the Company and its incumbent Board of Directors. The Committee
believes that each nominee will be able to serve, but should any nominee be
unable to serve as a director, the persons named in the BLUE Proxy have advised
that they will vote for the election of such substitute nominee as Dyna
Technology may propose.
The name, age, occupation/employment and business address of each person to
be nominated for election to the Company's Board of Directors, as furnished to
the Committee by the nominees, is as follows:
RALPH I. CALL, age 56, has been the President and Chief Executive
Officer of Dyna Technology, Inc., a Utah-based holding company, since 1996;
the Chairman and Chief Executive Officer of Winco, Inc., a Minnesota-based
industrial manufacturer and wholly-owned subsidiary of Dyna Technology,
Inc., since 1992; and the Chairman and Chief Executive Officer of Winpower,
Inc., a South Dakota-based industrial manufacturer and wholly-owned
subsidiary of Dyna Technology, Inc., since 1996. From 1989 to 1998, he was
also the President of Winco, Inc. The business address of Mr. Call's
principal occupation/employment is 225 South Cordova Ave., LeCenter, MN
56057. Together with his wife, Nola D. Call, Mr. Call controls the
dispositive and voting power of 404,800 shares of Winland stock owned by
Dyna Technology, Inc. Solely by reason of his membership on the
Shareholders' Protective Committee, Mr. Call also shares in the dispositive
and voting power of 85,100 shares of Winland stock owned by Valerie
Holzhueter, spouse of Paul R. Holzhueter.
STEVEN A. FRALEY, age 44, presently serves as the Vice-President and
Chief Financial Officer of Winco, Inc. and has been employed by Winco since
1993. Mr. Fraley served as Secretary of Winco 1995-2001 and served as
President and Chief Operating Officer of Winco 1998-2001. Mr. Fraley also
served as Chief Financial Officer for Winco 1999-2001. The business address
of his principal occupation/ employment is 225 South Cordova Ave.,
LeCenter, MN 56057. Solely by reason of his membership on the Shareholders'
Protective Committee, Mr. Fraley shares in the dispositive and voting power
of 489,900
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shares of Winland stock owned by Dyna Technology, Inc. and by Valerie
Holzhueter. Mr. Fraley does not directly own any shares of Winland stock.
PAUL R. HOLZHUETER, age 47, has been the Director of Business
Development of the Malt-O-Meal Company, a Minnesota-based food company,
since 1998. Mr. Holzhueter was self-employed as a business consultant
1997-1998. From 1976 to 1997, he served in various capacities with Hubbard
Milling Company, a Minnesota-based food company, serving as Group Vice
President for the Agri-Feed Group and Pet Food Division of Hubbard Milling
1996-1997. The business address of Mr. Holzhueter's principal
occupation/employment is 101 North Second St., Suite 110, Mankato, MN
56001. Solely by reason of his membership on the Shareholders' Protective
Committee, Mr. Holzhueter shares in the dispositive and voting power of
404,800 shares of Winland stock owned by Dyna Technology, Inc. Mr.
Holzhueter shares dispositive and voting power of 85,100 shares of Winland
stock owned by his spouse, Valerie Holzhueter. Mr. Holzhueter does not
directly own any shares of Winland stock.
JAMES J. KAMP, age 41, has been the Chief Financial Officer of the
Peripheral Technology Group, a Minnesota-based distributor of computer
hardware and software, since 1993, and the Controller of Innovative
Marketing Solutions, a Minnesota-based fulfillment organization, since
1995. The business address of his principal occupation/employment is 7580
Quattro Drive, Chanhassen, MN 55317. Solely by reason of his membership on
the Shareholders' Protective Committee, Mr. Kamp shares in the dispositive
and voting power of 489,900 shares of Winland stock owned by Dyna
Technology, Inc. and by Valerie Holzhueter. Mr. Kamp does not directly own
any shares of Winland stock.
THOMPSON H. DAVIS, age 55, has been a pilot for Delta Airlines since
1977. He has also been a real estate agent/broker since 1978 and an owner
of Colorado Business Associates, Inc., a Colorado-based commercial real
estate and property management company, since 1981. The business address of
Mr. Davis' principal occupation/employment is 8089 Deer Creek Road, Salt
Lake City, UT 84121. Solely by reason of his membership on the
Shareholders' Protective Committee, Mr. Davis shares in the dispositive and
voting power of 489,900 shares of Winland stock owned by Dyna Technology,
Inc. and by Valerie Holzhueter. Mr. Davis does not directly own any shares
of Winland stock.
ROBERT L. RING, age 58, has been an independent business process and
strategic planning consultant since 1994. Mr. Ring presently serves as a
director for a number of privately held companies, including Bass Pro, Inc.
and Fiberglass Engineering, Incorporated, d/b/a Cobalt Boats. Mr. Ring was
employed by the Coleman Company for 32 years and served as President and
Chief Operating Officer of Coleman at the time of his resignation in 1994.
The business address of his principal occupation/ employment is P.O. Box
4067, Wichita, KS 67204. Solely by reason of his membership on the
Shareholders' Protective Committee, Mr. Ring shares in the dispositive and
voting power of 489,900 shares of Winland stock owned by Dyna Technology,
Inc. and by Valerie Holzhueter. Mr. Ring does not directly own any shares
of Winland stock.
GERALD E. BROWN, age 53, has been the President of American HealthNet,
a Nebraska-based medical systems developer, since 1999. From 1994 to 1997,
he served as Executive Vice President of the Coleman Company, a
Kansas-based manufacturer of recreational and other consumer goods. From
1986 to 1997, Mr. Brown served in various capacities with Coleman
Powermate, a Nebraska-based affiliate of the Coleman Company and
manufacturer of portable generators, most recently as President and Chief
Executive Officer. The business address of his principal
occupation/employment is 2619 North 160th St., Omaha, NE 68116. Solely by
reason of his membership on the Shareholders' Protective Committee, Mr.
Brown shares in the dispositive and voting power of 489,900 shares of
Winland stock owned by Dyna Technology, Inc. and by Valerie Holzhueter. Mr.
Brown does not directly own any shares of Winland stock.
Mr. Call has entered into an agreement with each of the other proposed
nominees to form the Committee consisting of the nominees to solicit the
shareholders of the Company to elect its members to the Winland Board of
Directors (the "Agreement"). Pursuant to the Agreement, Mr. Call has agreed to
indemnify and hold harmless each of the members of the Committee from any and
all losses, claims, damages, counsel fees and expenses (including fees and
expenses incurred in defending or investigating any such claim) and all
9
11
liabilities to which each may become subject under any statute, under common law
or otherwise relating to, based upon or arising out of such person's actions
which relate to serving on the Committee or standing for election to the Board
of Directors of the Company (except to the extent that any such loss, claim,
damage, counsel fee or liability is found in a final judgment by a court, not
subject to further appeal, to have resulted from bad faith, willful misconduct
or gross negligence on the part of an affected Committee member). Except as
specified herein, to date, there are no other arrangements or understandings
between Dyna Technology, Inc. or Mr. Call and the persons identified above.
INTEREST OF COMMITTEE MEMBERS IN THIS SOLICITATION
Nominee ownership of Winland Common Stock is as follows:
NOMINEE NUMBER OF SHARES PERCENT OF CLASS
------- ---------------- ----------------
Ralph I. Call............................................... 404,800(1) 13.7%
Steven A. Fraley............................................ -- --
Paul R. Holzhueter.......................................... 85,100(2) 2.9%
James J. Kamp............................................... -- --
Thompson H. Davis........................................... -- --
Robert L. Ring.............................................. -- --
Gerald E. Brown............................................. -- --
All Nominees as a Group(3).................................. 489,900 16.6%
- -------------------------
1. Represents shares owned of record by Dyna Technology, Inc., which is owned
and controlled by Mr. Call and his spouse.
2. Represents shares owned beneficially by Mr. Holzhueter's spouse which Mr.
Holzhueter has the sole right to vote through a power of attorney.
3. For purposes hereof, each of the Nominees is deemed an associate of each of
the other Nominees and of Dyna Technology.
During the two year period ended June 30, 2001, the Nominees purchased
and/or sold shares of the Company's Common Stock as follows (except as
indicated, all purchases were made with the particular nominee's personal
funds):
AMOUNT OF PURCHASE OR PRICE PER
NOMINEE DATE OF TRANSACTION WEX SHARES SOLD SHARE
------- ------------------- ---------- ----------- ---------
Paul R. Holzhueter........ June 10, 1999 3,000 Sold 500 @ $3.625; 500 @ $3.75
1000 @ $3.50; 1000@ $3.25
Paul R. Holzhueter........ June 15, 1999 3,000 Sold $2.8125
Paul R. Holzhueter........ July 6, 1999 3,000 Sold $2.8125
Paul R. Holzhueter........ July 7, 1999 2,000 Sold $2.875
Paul R. Holzhueter........ July 12, 1999 3,000 Sold $2.625
Paul R. Holzhueter........ July 13, 1999 3,000 Sold $2.75
Paul R. Holzhueter........ July 21, 1999 900 Sold $2.875
Paul R. Holzhueter........ July 22, 1999 300 Sold $2.875
Paul R. Holzhueter........ Sept. 22, 1999 3,800 Sold $2.375
Paul R. Holzhueter........ Sept. 23, 1999 500 Sold $2.375
Paul R. Holzhueter........ Sept. 27, 1999 1,700 Sold $2.375
Dyna Technology........... Oct. 14, 1999 2,500 Purchase $2.00
Dyna Technology........... Oct. 21, 1999 17,500 Purchase $2.00
Dyna Technology........... Oct. 21, 1999 5,500 Purchase $2.25
Dyna Technology........... Oct. 21, 1999 1,000 Purchase $2.24
Dyna Technology........... Nov. 09, 1999 4,200 Purchase $2.25
Dyna Technology........... Nov. 10, 1999 5,200 Purchase $2.25
Dyna Technology........... Nov. 10, 1999 4,100 Purchase $2.25
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AMOUNT OF PURCHASE OR PRICE PER
NOMINEE DATE OF TRANSACTION WEX SHARES SOLD SHARE
------- ------------------- ---------- ----------- ---------
Dyna Technology........... Nov. 11, 1999 4,600 Purchase $2.25
Dyna Technology........... Nov. 12, 1999 2,000 Purchase $2.25
Dyna Technology........... Nov. 16, 1999 900 Purchase $2.25
Dyna Technology........... Nov. 18, 1999 2,100 Purchase $2.25
Dyna Technology........... Nov. 19, 1999 200 Purchase $2.25
Dyna Technology........... Nov. 22, 1999 9,600 Purchase $2.25
Dyna Technology........... Nov. 23, 1999 1,900 Purchase $2.25
Dyna Technology........... Nov. 24, 1999 1,100 Purchase $2.25
Dyna Technology........... Nov. 29, 1999 1,100 Purchase $2.25
Dyna Technology........... Nov. 30, 1999 4,400 Purchase $2.25
Dyna Technology........... Dec. 02, 1999 500 Purchase $2.25
Dyna Technology........... Dec. 08, 1999 6,700 Purchase $2.25
Dyna Technology........... Dec. 10, 1999 17,900 Purchase $2.25
Dyna Technology........... Dec. 10, 1999 500 Purchase $2.19
Dyna Technology........... Dec. 13, 1999 8,100 Purchase $2.25
Dyna Technology........... Dec. 14, 1999 3,200 Purchase $2.25
Dyna Technology........... Dec. 14, 1999 4,000 Purchase $2.31
Dyna Technology........... Dec. 15, 1999 11,200 Purchase $2.375
Dyna Technology........... Dec. 17, 1999 9,100 Purchase $2.375
Dyna Technology........... Dec. 17, 1999 200 Purchase $2.31
Dyna Technology........... Dec. 20, 1999 1,800 Purchase $2.375
Dyna Technology........... Dec. 20, 1999 500 Purchase $2.31
Dyna Technology........... Dec. 21, 1999 1,400 Purchase $2.375
Dyna Technology........... Dec. 23, 1999 7,000 Purchase $2.375
Dyna Technology........... Dec. 23, 1999 7,500 Purchase $2.25
Dyna Technology........... Dec. 27, 1999 500 Purchase $2.25
Dyna Technology........... Dec. 30, 1999 100 Purchase $2.19
Dyna Technology........... Dec. 30, 1999 100 Purchase $2.22
Dyna Technology........... Dec. 30, 1999 5,000 Purchase $2.25
Dyna Technology........... Dec. 31, 1999 200 Purchase $2.25
Dyna Technology........... Jan. 3, 2000 2,600 Purchase $2.25
Paul R. Holzhueter........ Jan. 27, 2000 3,000 Sold $2.5625
Paul R. Holzhueter........ Feb. 1, 2000 2,500 Sold $2.6875
Paul R. Holzhueter........ Feb. 3, 2000 800 Sold $2.6875
Paul R. Holzhueter........ Feb. 8, 2000 2,000 Sold $2.6875
Paul R. Holzhueter........ Feb. 9, 2000 1,200 Sold $2.6875
Paul R. Holzhueter........ Feb. 11, 2000 2,000 Sold $2.6875
Paul R. Holzhueter........ Feb. 14, 2000 9,900 Sold $2.50
Paul R. Holzhueter........ Feb. 29, 2000 1,500 Sold $2.50
Paul R. Holzhueter........ Mar. 1, 2000 500 Sold $2.50
Dyna Technology........... May 3, 2000 5,800 Purchase $2.00
Dyna Technology........... May 5, 2000 18,200 Purchase $2.00
Dyna Technology........... May 24, 2000 20,000 Purchase $2.00
Dyna Technology........... May 24, 2000 1,000 Purchase $1.875
Dyna Technology........... May 26, 2000 19,000 Purchase $1.875
Dyna Technology........... May 31, 2000 1,000 Purchase $1.875
Dyna Technology........... June 1, 2000 2,000 Purchase $1.875
Dyna Technology........... July 27, 2000 25,400 Purchase $1.875
Dyna Technology........... Aug. 1, 2000 6,100 Purchase $1.875
Dyna Technology........... Aug. 2, 2000 5,000 Purchase $1.875
Dyna Technology........... Aug. 3, 2000 500 Purchase $1.875
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AMOUNT OF PURCHASE OR PRICE PER
NOMINEE DATE OF TRANSACTION WEX SHARES SOLD SHARE
------- ------------------- ---------- ----------- ---------
Dyna Technology........... Aug. 4, 2000 1,000 Purchase $1.875
Paul R. Holzhueter........ Aug. 10, 2000 10,000 Purchase $1.9375
Paul R. Holzhueter........ Aug. 11, 2000 4,500 Purchase $1.9375
Paul R. Holzhueter........ Aug. 14, 2000 1,000 Purchase $1.9375
Paul R. Holzhueter........ Aug. 15, 2000 2,500 Purchase $1.9375
Paul R. Holzhueter........ Aug. 16, 2000 4,800 Purchase $2.00
Paul R. Holzhueter........ Aug. 21, 2000 400 Purchase $1.9375
Paul R. Holzhueter........ Aug. 22, 2000 300 Purchase $1.9375
Paul R. Holzhueter........ Aug. 23, 2000 1,100 Purchase $1.9375
Paul R. Holzhueter........ Aug. 24, 2000 2,000 Purchase $1.9375
Paul R. Holzhueter........ Aug. 25, 2000 600 Purchase $1.9375
Paul R. Holzhueter........ Aug. 28, 2000 3,000 Purchase $1.9375
Paul R. Holzhueter........ Aug. 29, 2000 2,600 Purchase $1.9375
Paul R. Holzhueter........ Aug. 31, 2000 2,700 Purchase $1.9375
Paul R. Holzhueter........ Sept. 1, 2000 200 Purchase $1.9375
Paul R. Holzhueter........ Sept. 5, 2000 500 Purchase $1.9375
Dyna Technology........... Sept. 6, 2000 39,000 Purchase $1.94
Paul R. Holzhueter........ Sept. 6, 2000 5,600 Purchase $1.9375
Dyna Technology........... Sept. 7, 2000 2,500 Purchase $1.94
Paul R. Holzhueter........ Sept. 7, 2000 200 Purchase $1.9375
Dyna Technology........... Sept. 8, 2000 4,600 Purchase $1.94
Paul R. Holzhueter........ Sept. 11, 2000 6,800 Purchase $1.9375
Dyna Technology........... Sept. 12, 2000 200 Purchase $1.94
Paul R. Holzhueter........ Sept. 12, 2000 2,600 Purchase $1.9375
Dyna Technology........... Sept. 14, 2000 2,600 Purchase $1.94
Paul R. Holzhueter........ Sept. 14, 2000 1,400 Purchase $1.9375
Dyna Technology........... Sept. 15, 2000 3,900 Purchase $1.94
Paul R. Holzhueter........ Sept. 15, 2000 1,200 Purchase $1.9375
Paul R. Holzhueter........ Sept. 19, 2000 100 Purchase $1.9375
Paul R. Holzhueter........ Sept. 20, 2000 2,700 Purchase $1.9375
Paul R. Holzhueter........ Sept. 20, 2000 12,300 Purchase $2.00
Dyna Technology........... Sept. 21, 2000 2,000 Purchase $1.94
Dyna Technology........... Sept. 22, 2000 4,200 Purchase $1.94
Dyna Technology........... Sept. 25, 2000 8,000 Purchase $1.94
Dyna Technology........... Sept. 26, 2000 500 Purchase $1.94
Dyna Technology........... Sept. 28, 2000 3,500 Purchase $1.94
Dyna Technology........... Sept. 29, 2000 8,000 Purchase $1.94
Dyna Technology........... Oct. 12, 2000 10,000 Purchase $1.50
Dyna Technology........... Oct. 13, 2000 1,500 Purchase $1.50
Paul R. Holzhueter........ Oct. 18, 2000 1,200 Purchase $1.5625
Paul R. Holzhueter........ Oct. 20, 2000 200 Purchase $1.5625
Paul R. Holzhueter........ Oct. 23, 2000 1,500 Purchase $1.5625
Paul R. Holzhueter........ Oct. 24, 2000 500 Purchase $1.5625
Paul R. Holzhueter........ Oct. 25, 2000 1,600 Purchase $1.5625
Dyna Technology........... Nov. 2, 2000 500 Purchase $1.56
Dyna Technology........... Nov. 3, 2000 8,000 Purchase $1.625
Dyna Technology........... Nov. 7, 2000 1,700 Purchase $1.625
Dyna Technology........... Nov. 9, 2000 1,000 Purchase $1.625
Dyna Technology........... Nov. 14, 2000 1,000 Purchase $1.625
Dyna Technology........... Nov. 16, 2000 3,000 Purchase $1.625
Dyna Technology........... Nov. 20, 2000 400 Purchase $1.625
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AMOUNT OF PURCHASE OR PRICE PER
NOMINEE DATE OF TRANSACTION WEX SHARES SOLD SHARE
------- ------------------- ---------- ----------- ---------
Paul R. Holzhueter........ Dec. 4, 2000 1,500 Purchase $1.25
Dyna Technology........... Dec. 5, 2000 23,000 Purchase $1.25
Paul R. Holzhueter........ Dec. 5, 2000 200 Purchase $1.25
Dyna Technology........... Dec. 6, 2000 600 Purchase $1.25
Paul R. Holzhueter........ Dec. 6, 2000 1,300 Purchase $1.25
Paul R. Holzhueter........ Dec. 18, 2000 2,100 Purchase $1.3125
Paul R. Holzhueter........ Dec. 19, 2000 4,900 Purchase 2,000 @ $1.25;
2,900 @ $1.3125
Dyna Technology........... Dec. 21, 2000 14,700 Purchase $1.25
Dyna Technology........... Dec. 22, 2000 300 Purchase $1.25
Dyna Technology........... Dec. 26, 2000 6,000 Purchase $1.25
Dyna Technology........... Dec. 28, 2000 4,300 Purchase $1.25
Dyna Technology........... Dec. 29, 2000 4,700 Purchase $1.25
Dyna Technology........... Jan. 5, 2001 4,700 Purchase $1.25
Dyna Technology........... Jan. 9, 2001 100 Purchase $1.25
- -------------------------
* Mr. Holzhueter's purchases between August 28, 2000 and December 19, 2000 were
financed in part with a line of credit from a bank (made in the bank's
ordinary course of business) to Mr. Holzhueter for the purchase of Winland and
other securities, which has been repaid.
Except as set forth herein, none of the nominees or their respective
associates (i) directly or indirectly beneficially owns any securities of the
Company; (ii) has had any relationship with the Company in any capacity other
than as a shareholder; (iii) knows of any transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any of them or their respective affiliates
had, or will have, a direct or indirect material interest; (iv) is, or within
the past year was, a party to any contract, arrangement or understanding with
any person with respect to any securities of the Company; or (v) has any
arrangement or understanding with any person with respect to any future
employment by the Company or its known affiliates or any future transactions to
which the Company or any of its known affiliates will or may be a party. Other
than the compensation regularly paid by the Company to its directors, executive
officers and consultants, the nominees will not receive any compensation for
their services as directors of the Company.
PRINCIPAL SHAREHOLDERS
Reference is made to the Company's Proxy Statement filed with the
Securities and Exchange Commission and dated as of June 29, 2001, by the Board
of Directors of the Company for certain information about the Company's
principal owners and certain other matters required to be disclosed by the
Company.
VOTING, EXECUTION AND REVOCATION OF PROXIES
According to the Company's Proxy Statement, only stockholders of record at
the close of business on June 25, 2001, will be entitled to vote. As of that
date, again according to the Company's Proxy Statement, the Company had
2,952,313 shares of Common Stock outstanding and entitled to vote and each share
is entitled to one vote. The presence in person or by proxy of the holders of a
majority of the outstanding shares of stock entitled to vote at the Special
Meeting constitutes a quorum for the transaction of business.
Because the Committee seeks election of its slate of director-nominees in
opposition to the incumbent Board of Directors of the Company, if a broker
returns a "non-vote" proxy, indicating a lack of voting instructions by the
beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the meeting for the purposes of
determining a quorum but shall not be deemed to have been voted in favor of the
13
15
proposal. If a shareholder abstains from voting, then the shares held by such
shareholder shall be deemed present at the meeting for the purposes of
determining a quorum, but shall not be deemed to have been voted in favor of
such matter. Abstentions and broker non-votes will have the same effect as a
vote against the proposal because the adoption of the proposal requires the
affirmative vote of a majority of the Company's outstanding shares of Common
Stock.
Each properly executed and timely returned BLUE Proxy will be voted in
favor of the election of all of the Committee's director-nominees to the
exclusion of all of the director-nominees proposed by the Company and its Board
of Directors. However, shareholders of the Company desiring to vote for some of
the Committee's director-nominees should execute and return the Committee's BLUE
Proxy, but should write the full name of the Committee nominee or nominees, for
whom the shareholder desires to withhold authority to vote. The Committee's BLUE
Proxy will revoke any prior proxy or proxies given and will be revoked by any
subsequent proxy or proxies given. Accordingly, shareholders of the Company
desiring to vote for some or all of the director-nominees proposed by the
Company or against election of all of the Committee's director-nominees, or who
desire to abstain from voting, should not execute or return a BLUE Proxy. The
BLUE Proxy cannot be used to vote for some of the Committee's and for some of
the Company's candidates.
Shareholders not giving a BLUE Proxy solicited hereby may vote for or
against all or some of the Committee's director-nominees, and for or against
election of all or some of the director-nominees proposed by the Company and its
Board of Directors, in person or by another proxy of their choice.
14
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[BLUE COLORED PAPER]
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
BY DYNA TECHNOLOGY, INC., RALPH I. CALL, STEVEN A. FRALEY, PAUL R. HOLZHUETER,
JAMES J. KAMP,
THOMPSON H. DAVIS, ROBERT L. RING AND GERALD E. BROWN
FOR THE SPECIAL MEETING OF THE SHAREHOLDERS OF WINLAND ELECTRONICS, INC.,
TO BE HELD AUGUST 21, 2001
The undersigned hereby constitutes and appoints Dyna Technology,
Inc., and Ralph I. Call as attorneys and proxies (each with the power to
act alone and with the power of substitution and revocation) to attend
the Special Meeting of Shareholders of Winland Electronics, Inc. (the
"Company" or "WEX") to be held at the Country Inn & Suites located at
1900 Premier Drive, Mankato, Minnesota on August 21, 2001, at 10:00
a.m., Central Daylight Time, and any and all adjournments thereof, and
there to act for and to vote all of the shares of Common Stock held in
the name of the undersigned, in the manner specified below, upon the
following matters:
1. Election of the seven directors listed below, each to serve until the
earlier of the election of his successor or his earlier resignation,
removal, disqualification or death:
RALPH I. CALL, STEVEN A. FRALEY, PAUL R. HOLZHUETER, JAMES J. KAMP,
THOMPSON H. DAVIS, ROBERT L. RING AND GERALD E. BROWN
[ ] FOR all nominees (except as indicated to the contrary below) [
] WITHHOLD AUTHORITY to vote for all nominees
(INSTRUCTION: To withhold authority to vote for one or more nominees,
write the full name(s) of such nominees in the space provided below.)
------------------------------------------------------------------------
PLEASE FILL IN, SIGN, AND DATE ON THE REVERSE SIDE AND MAIL IN THE
ENCLOSED ENVELOPE. IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE
CONTACT THE FIRM ASSISTING US IN THIS MATTER, D.F. KING & CO., INC. AT
THEIR TOLL-FREE NUMBER 1-800-628-8509.
17
(continued from other side)
IF THIS PROXY IS EXECUTED IN SUCH A MANNER AS TO NOT WITHHOLD
AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, IT SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE FOR THE ELECTION OF ANY SUCH NOMINEE.
THIS PROXY REVOKES ANY PRIOR PROXY OR PROXIES GIVEN. SHAREHOLDERS
WHO DO NOT WISH TO VOTE FOR ANY DIRECTOR-NOMINEES PROPOSED BY THE
COMMITTEE, OR WHO WISH TO VOTE FOR ANY DIRECTOR-NOMINEES PROPOSED BY THE
COMPANY'S MANAGEMENT, SHOULD NOT EXECUTE OR RETURN THIS PROXY.
SHAREHOLDERS WHO DO NOT GIVE THIS PROXY CAN VOTE FOR OR AGAINST THE
ELECTION OF SOME OR ALL OF THE COMMITTEE'S DIRECTOR-NOMINEES IN PERSON
OR THROUGH ANOTHER PROXY OF THEIR CHOICE.
Dated this ____ day of
__________, 2001
--------------------------
Signature
--------------------------
Signature
--------------------------
Title
IMPORTANT: This Proxy
should be signed exactly
as your name appears on
your WEX stock
certificate. In the case
of joint tenants, both
should sign. Fiduciaries
should indicate full title
and authority. Corporation
should sign in full
corporate name by the
President or other
authorized officer.
Partnerships should sign
in partnership name by an
authorized person.