SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
PRAB, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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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.
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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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRAB, INC.
5944 E. KILGORE ROAD
P.O. BOX 2121
KALAMAZOO, MICHIGAN 49003
(616) 382-8200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 26, 2002
TO: The Shareholders
Prab, Inc.
The Annual Meeting of Shareholders of Prab, Inc., a Michigan
corporation, of Kalamazoo, Michigan, will be held at Clarion Hotel, 3600 E. Cork
Street, Kalamazoo, Michigan, on Tuesday, March 26, 2002, at 10:00 a.m. (EST). A
form of Proxy and Proxy Statement for the meeting are furnished herewith. The
purpose of the meeting is to consider and vote on the following matters.
1. To elect a Board of six (6) directors.
2. To ratify the appointment of Plante & Moran, LLP, Certified Public
Accountants, as independent public accountants for the Company.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on January 29,
2002, as the record date for determination of shareholders entitled to notice of
and to vote at the meeting.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. YOU ARE INVITED TO ATTEND THE
MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE,
SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.
By order of the Board of Directors
Eric V. Brown, Jr.
Secretary
Date: February 13, 2002
Kalamazoo, Michigan
PRAB, INC.
5944 E. KILGORE ROAD
P.O. BOX 2121
KALAMAZOO, MICHIGAN 49003
(616) 382-8200
PROXY STATEMENT
FEBRUARY 13, 2002
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Prab, Inc., a Michigan
corporation (the "Company"), from the holders of the common stock, $0.10 par
value, of the Company ("Common Stock") for use at the Annual Meeting of
Shareholders to be held on Tuesday, March 26, 2006, at 10:00 a.m. (EST), at
Clarion Hotel, 3600 E. Cork Street, Kalamazoo, Michigan. This Proxy Statement is
being mailed to shareholders beginning on or about February 13, 2002,
accompanied by the Company's annual report for the fiscal year ending October
31, 2001.
The cost of solicitation will be borne by the Company. In addition to
the use of the mails, these proxies may be solicited by persons regularly
employed by the Company, by personal interview, and by telephone. Arrangements
have been made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation material to the beneficial owners
of stock.
The Board of Directors knows of no business which will be presented at
the meeting other than the matters referred to in the accompanying Notice of
Annual Meeting of Shareholders. However, if any other matters are properly
presented at the meeting, it is intended that the persons named in the proxy
will vote upon the same and act in accordance with their judgment. Shares
represented by properly executed proxies will be voted at the meeting in the
manner specified therein. If no instructions are specified in the proxy, the
shares represented thereby will be voted for the proposals referred to therein
and the election as directors of the nominees referred to below. Any proxy may
be revoked by the person giving it any time prior to being voted by giving a
later dated proxy or by attending the meeting, revoking the proxy and voting in
person.
Only shareholders of record at the close of business on January 29,
2002, are entitled to notice of and to vote at the meeting. On such date
1,768,793 shares of Common Stock having one vote each were outstanding.
1. ELECTION OF DIRECTORS
Six directors are to be elected by the holders of Common Stock to hold
office until the next Annual Meeting of Shareholders and until their successors
are elected and qualified. Except as otherwise specified in the proxy, proxies
will be voted for a Board of six directors and will be voted for the election of
the nominees named below, all of whom are now members of the Board. If a nominee
becomes unable or unwilling to serve, proxies will be voted for such other
person, if any, as shall be designated by the Board. However, management now
knows of no reason to anticipate that this will occur.
1
Directors are elected by a plurality of votes cast at the meeting
meaning that the six nominees receiving the highest number of votes will be
elected as directors. Abstentions and broker non-votes will have no effect on
the election of directors.
Directors and Executive Officers. The directors of the Company are as
follows (all of whom are nominees for election by the holders of Common Stock):
PRESENT PRINCIPAL OCCUPATION,
DIRECTOR DIRECTOR BUSINESS EXPERIENCE, AND
NAME AGE SINCE CERTAIN OTHER INFORMATION
---- --- ----- -------------------------
Gary A. Herder (1) 54 1991 Chairman of the Board of the Company since March 1999;
President and Chief Executive Officer since 1991; joined
the Company in 1965, previously served as Executive Vice
President, General Manager of Conveyors, and Chief Engineer
James H. Haas 55 1993 President and Founder of Summit Polymers, Inc., a plastic
injection molding company, since 1972.
Eric V. Brown, Jr. 61 1996 Attorney in private practice of law since 1965 and
currently a senior principal in the law firm of Miller,
Canfield, Paddock and Stone, P.L.C.; Secretary of the
Company since 1996.
John W. Garside 62 1996 President of Woodruff Coal Company, a diversified energy
company, since 1980. Director of Universal Forest
Products, Inc., a lumber products company.
William G. Blunt 61 1996 Retired-President of Harborlite Corporation, a manufacturer
of industrial minerals, from 1969 to 1996.
Frederick J. Schroeder, Jr. 67 1999 Partner in Cooney, Schroeder & Co., an investment banking
firm specializing in mergers and acquisitions, since 1996.
- ---------------
(1) Mr. Herder and Robert W. Klinge are the only executive officers of the
Company. Mr. Klinge, age 52, is Vice President of Finance, Chief
Financial Officer and Treasurer of the Company and has held such
positions since 1999. Mr. Klinge joined the Company in 1985 and
previously served as the Controller of the Company.
Meetings and Committees of the Board of Directors. During the last fiscal
year, the Board of Directors met seven times. For the fiscal year, no incumbent
directors attended fewer than 75% of the aggregate total number of meetings of
the Board (held during the period for which he was director) and the Committees
on which he served (during the period that he served). The Board of Directors
has a standing Compensation Committee, which during fiscal year 2001 consisted
of Eric V. Brown, Jr., John W. Garside, James H. Haas, and William G. Blunt. The
Compensation Committee met once during the last fiscal year. Its principal
functions are to review the performance of Mr. Herder, Mr. Klinge and certain
other management personnel and to make recommendations to the Board of Directors
regarding the salary, bonuses and other compensation to be paid to such
individuals. The Board of Directors does not have a standing Nominating
Committee. The Board of Directors has a standing Audit Committee, which during
fiscal year 2001 consisted of John W. Garside, James H. Haas, William G. Blunt,
and Frederick J. Schroeder, Jr. The Audit Committee met once during the last
fiscal year.
Audit Committee Report. The Board of Directors has adopted a written
charter for the Audit Committee. A copy of the Audit Committee Charter is
included as Appendix A to this Proxy Statement. The primary functions of the
Audit Committee are set forth in its charter and include: (i) recommending an
accounting firm to be appointed by the Company as its independent auditors; (ii)
consulting with the Company's independent auditors regarding their audit plan;
and (iii) reviewing the Company's financial statements with its auditors. The
members of the Audit Committee are independent as defined in Rule 4200(a)(15) of
the National Association of
2
Securities Dealers' listing standards. The Audit Committee reports as follows:
(i) the Audit Committee reviewed and discussed the Company's audited financial
statements for the year ended October 31, 2001 with the Company's management;
(ii) the Audit Committee has discussed with Plante & Moran, LLP, the Company's
independent auditors, the matters required to be discussed by Statement of
Accounting Standards 61; (iii) the Audit Committee has received the written
disclosures and the letter from Plante & Moran, LLP required by Independent
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and has discussed Plante & Moran, LLP's independence with representatives of
Plante & Moran, LLP; and (iv) based on the review and discussions referred to
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the fiscal year ended October 31, 2001 for filing with the Securities
and Exchange Commission.
Audit Committee: John W. Garside, James H. Haas, William G. Blunt and Frederick
J. Schroeder, Jr.
Section 16(a) Beneficial Ownership Reporting Compliance. Based solely
upon a review of Forms 3 and 4 and amendments thereto furnished to the Company
during the last fiscal year and Form 5 and amendments thereto (together with
written representations from reporting persons that no Form 5 was required)
furnished to the Company with respect to the last fiscal year, the Company is
not aware of any person who, at any time during the last fiscal year, was a
director, officer, or beneficial owner of more than 10% of the Company's Common
Stock, that failed to file on a timely basis reports required by Section 16(a)
of the Securities Exchange Act of 1934 during the most recent fiscal year or
prior years.
Executive Compensation. The following table shows the total
compensation received by the Company's Chief Executive Officer for the last
three fiscal years. No executive officer of the Company, other than the Chief
Executive Officer, received total annual salary and bonus in excess of $100,000
during the last fiscal year.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME AND SECURITIES
PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS COMPENSATION
-------- ---- ------ ----- ---------------- ------- ----------------
Gary A. Herder................. 2001 $163,513 $ 27,824 $6,000 0 $ 6,697 (2)
Chairman, President and 2000 $159,135 $ 4,793 $6,000 4,000 $ 3,941
Chief Executive Officer 1999 $154,502 $ 28,061 $6,000 0 $ 7,333
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(1) Represents annual car allowance paid to Mr. Herder
(2) Represents: $1,683 Company match under the Company's 401(k) Plan;
$1,700 Company contribution under the Company's 401(k) Plan; $3,166
Company contribution under the Company's Profit Sharing Plan; and $148
Company payment for life insurance to fund the Company's obligations
under its deferred compensation agreement with Mr. Herder.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values. The following table provides information regarding: (i) the
number of shares received and the aggregate dollar value realized upon exercise
of options by the Chief Executive Officer of the Company during the fiscal year
ended October 31, 2001; and (ii) the value of options held by the Chief
Executive Officer of the Company at October 31, 2001 measured in terms of the
average of the bid and ask prices of the Company's common stock on that day.
3
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE REALIZED OPTIONS AT IN-THE-MONEY OPTIONS AT
ON EXERCISE ($) OCTOBER 31, 2001 (#) OCTOBER 31, 2001 ($)
----------- -------------------- ------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
Gary A. Herder 30,000 $15,000 8,000 0 $0 $0
Compensation of Directors. The Company pays each of the outside
directors $500 plus traveling expenses in excess of $100 for each Board meeting
attended by them and $250 for each committee meeting attended by them, plus an
additional $250 for each such meeting not held in conjunction with a regularly
scheduled Board meeting. The directors are eligible to receive stock options
under the Prab, Inc. 1999 Stock Option Agreement and under the Prab, Inc. 2000
Stock Option Plan.
Certain Relationships and Related Transactions. Eric V. Brown, Jr.
Secretary and director of the Company is a senior principal in the law firm of
Miller, Canfield, Paddock and Stone, P.L.C. which firm is general legal counsel
to the Company. Frederick J. Schroeder, Jr., director of the Company, is a
partner in Cooney, Schroeder, & Co., which firm provides investment banking
services to the Company.
Security Ownership of Certain Beneficial Owners and Management. The
following table sets forth certain information as of December 31, 2001,
regarding each person known by the Company to own beneficially more than 5% of
the Company's Common Stock, each director and nominee of the Company, each
executive officer named in the Summary Compensation Table above, and all
directors and executive officers of the Company as a group. Except as noted,
each person named below is the record owner of the shares indicated and
possesses sole voting and investment power with respect to such shares.
NAME AND ADDRESS OF
BENEFICIAL OWNER OR AMOUNT OF PERCENTAGE
IDENTITY OF GROUP BENEFICIAL OWNERSHIP OWNERSHIP
----------------- -------------------- ----------
Patricia deBlank Klink, Trustee and Executrix 166,457 (1) 9.4%
1187 Coast Village Road
Suite 10M
Montecito, California
Gary A. Herder 298,748 (2)(3)(4) 16.8%
89885 Shorelane Drive
Lawton, Michigan
William G. Blunt 25,206 (2)(8) 1.4%
963 Reed Lane
Vicksburg, Michigan
Eric V. Brown, Jr. 24,631 (2)(5)(8) 1.4%
444 W. Michigan Avenue
Kalamazoo, Michigan
John W. Garside 26,183 (8) 1.5%
309 E. Michigan
Kalamazoo, Michigan
James H. Haas 4,000 (8) .2%
7177 E. U.V. Avenue
Vicksburg, Michigan
Frederick J. Schroeder, Jr. 4,000 (8) .2%
Fisher Mews
377 Fisher Road
Grosse Pointe, Michigan
Gary A. Herder and Robert W. Klinge 226,681 (2) 12.8%
Co-Trustees
4
5944 E. Kilgore Road
Kalamazoo, Michigan
Robert W. Klinge 249,021 (2)(6)(7) 14.0%
45 S. Patterson
Wayland, Michigan
Estate of Henry Penn Wenger, Deceased 129,100 7.3%
Tammy William, Personal Rep.
C/O Register & Company P.A.
255 Alhombra Circle, Suite 550
Coral Gables, Florida
All executive officers and directors 405,108 (2) 22.4%
as a group (7 persons)
- -----------
(1) The shares indicated are held by Ms. Klink as trustee (155,263 shares)
and executrix (11,194 shares) and she holds sole voting and investment
power for such shares.
(2) Gary A. Herder and Robert W. Klinge are the Co-Trustees of the Company's
profit sharing plan. This plan holds 226,681 shares of the Company's
Common Stock (the "Plan Stock"). Messrs. Herder and Klinge have the sole
power to vote the Plan Stock. The Administrative Committee appointed by
the Board of Directors to administer this Plan has the sole power to
direct the disposition of the Plan Stock. The members of the
Administrative Committee are William G. Blunt and Eric V. Brown, Jr. The
Plan Stock is not included in any of the amounts or percentages set forth
in table regarding Messrs. Blunt and Brown. The Plan Stock is included in
the amounts and percentages set forth in the table regarding Messrs.
Herder and Klinge and all executive officers and directors as a group.
(3) Includes 8,000 shares with respect to which Mr. Herder has the right to
acquire beneficial ownership pursuant to the Company's Stock Option Plans
and 226,681 shares as to which Mr. Herder shares voting power.
(4) Includes 64,067 shares held by Mr. Herder and his spouse as joint tenants
with right of survivorship and not as tenants in common.
(5) Includes 10,980 shares as to which Mr. Brown shares voting and investment
power as co-trustee of a trust.
(6) Includes 8,000 shares with respect to which Mr. Klinge has the right to
acquire beneficial ownership pursuant to the Company's Stock Option Plans
and 226,681 shares as to which Mr. Klinge shares voting power.
(7) Includes 14,340 shares held by Mr. Klinge and his spouse as joint tenants
with right of survivorship and not as tenants in common.
(8) Includes 4,000 shares with respect to which such individual has the right
to acquire beneficial ownership pursuant to the Company's Stock Option
Plans.
Changes in Control of Registrant. The Company is not aware of any
arrangements, which may result in a change in control of the Company.
5
2. SELECTION OF AUDITORS
Ratification of Appointment of Auditors. The Board of Directors has,
subject to ratification by the affirmative vote of a majority of the votes cast
by the holders of shares at the Annual Meeting, appointed the accounting firm of
Plante & Moran, LLP, as the principal independent accountants for the Company
for the current fiscal year. Ratification of the appointment of auditors is
being submitted to the shareholders of the Company because management believes
it is an important corporate decision in which shareholders should participate.
The firm of independent accountants is located in Kalamazoo, Michigan. The
Company has been informed that neither Plante & Moran, LLP nor any of its
partners has any financial interest, direct or indirect, in the Company or in
the securities of the Company, and that no partner of the firm was connected
with the Company as promoter, underwriter, voting trustee, director, officer or
employee during the four years ended October 31, 2001. If the appointment is
rejected, or if Plante & Moran, LLP shall decline to act, resign or otherwise
become incapable of acting, or if their employment is otherwise discontinued,
the Board of Directors will appoint other auditors for the period remaining
until the 2003 Annual Meeting of Shareholders when employment of auditors shall
be subject to approval by the shareholders at the Meeting. Representatives of
Plante & Moran, LLP are expected to be present at the Annual Shareholders'
Meeting and have the opportunity to make a statement and respond to appropriate
questions.
Audit Fees. The aggregate fees billed by Plante & Moran, LLP for
professional services rendered for the audit of the Company's financial
statements for the year ended October 31, 2001 and review of the financial
statements included in the Company's Form 10-QSBs for that fiscal year were
$38,750.
Financial Information Systems Design and Implementation. The aggregate
fees billed by Plante & Moran, LLP for professional services described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (relating to financial
information systems design and implementation) for the year ended October 31,
2001 were $0.
All Other Fees. The aggregate fees billed for services rendered by
Plante & Moran, LLP, other than services included above under the captions
"Audit Fees" and "Financial Information Systems Design and Implementation" for
the year ended October 31, 2001 were $8,905.
The Audit Committee of the Company believes the services provided by
Plante & Moran, LLP in exchange for the fees set forth above under the captions
"Financial Information Systems Design and Implementation" and "All Other Fees"
are compatible with maintaining Plante & Moran, LLP's independence. Greater than
50% of the hours expended on Plante & Moran, LLP's engagement to audit the
Company's financial statements for the year ended October 31, 2001 were
performed by full-time permanent employees of Plante & Moran, LLP.
3. OTHER MATTERS
The Board of Directors had not received notice by January 1, 2002 and
does not know of any other matters which may come before the meeting. However,
if any other matters are properly presented to the meeting, it is the intention
of the holders of the proxies to vote, or otherwise to act, in accordance with
their judgment on such matters.
6
2003 SHAREHOLDER PROPOSALS
In order for shareholder proposals for the 2003 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's proxy statement, they
must be received by the Company at its principal office, 5944 E. Kilgore Road,
P.O. Box 2121, Kalamazoo, Michigan 49003, on or before October 16, 2002. The
proxy for the 2003 Annual Meeting of Shareholders may confer discretionary
authority to the proxy holders for that meeting with respect to voting on any
shareholder proposal received by the Secretary of the Company after December 30,
2002, which is eligible for consideration at the meeting.
By Order of the Board of Directors,
Eric V. Brown, Jr.
Secretary
7
APPENDIX A
PRAB, INC.
AUDIT COMMITTEE CHARTER
COMPOSITION
There shall be a committee of the Board of Directors (the "Board") of
Prab, Inc., a Michigan corporation (the "Company"), to be known as the Audit
Committee which, no later than June 14, 2001, shall have at least two (2)
members, a majority of the members which shall be independent directors, as such
term is defined in Rule 4200(a)(15) of the National Association of Securities
Dealers' ("NASD") listing standards.
The Board shall elect or appoint a chair of the Audit Committee who
will have authority to act on behalf of the Audit Committee between meetings.
RESPONSIBILITIES
The responsibilities of the Audit Committee are as follows:
A. Ensure its receipt from the outside auditor of a formal written
statement, delineating all relationships between the outside auditor and the
Company consistent with the Independence Standards Board Standard No. 1.
B. Actively engage in a dialogue with the outside auditor with respect
to any disclosed relationships or services that may impact the objectivity and
independence of the outside auditor and be responsible for taking, or
recommending that the Board take, appropriate action to oversee the independence
of the outside auditor.
C. In view of the outside auditor's ultimate accountability to the
Board and the Audit Committee, as representatives of the shareholders, the Audit
Committee, acting together with the Board, has the ultimate authority and
responsibility to select, evaluate, and, where appropriate, replace the outside
auditor (or nominate an outside auditor for shareholder approval in any proxy
statement.)
D. Review with the outside auditor, the Company's internal auditor (if
any), and financial and accounting personnel, the adequacy and effectiveness of
the accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable.
E. Consider in consultation with the outside auditor and management of
the Company, the audit scope and procedures.
F. Review the financial statements contained in the annual report to
shareholders with management and the outside auditor to determine that the
outside auditor is satisfied with the disclosure and content of the financial
statements to be presented to the shareholders.
G. Meet with the internal auditor (if any), outside auditor or the
management privately to discuss any matters that the Audit Committee, the
internal auditor (if any), the outside auditor or the management believe
A-1
should be discussed privately with the Audit Committee.
H. Review and reassess the adequacy of the Audit Committee's Charter
annually.
I. Make such other recommendations to the Board on such matters, within
the scope of its functions, as may come to its attention and which in its
discretion warrant consideration by the Board.
LIMITATIONS
The Audit Committee is responsible for the duties set forth in this
Charter but is not responsible for either the preparation of the financial
statements or the auditing of the financial statements. Management has the
responsibility for preparing the financial statements and implementing internal
controls and the independent accountants have the responsibility for auditing
the financial statements and monitoring the effectiveness of the internal
controls. The review of the financial statements by the Audit Committee is not
of the same quality as the audit performed by the independent accountants. In
carrying out its responsibilities, the Audit Committee believes its policies and
procedures should remain flexible in order to best react to a changing
environment.
A-2
PRAB, INC.
PROXY
The Shareholder whose signature appears hereon appoints Gary A. Herder,
Eric V. Brown, Jr., and Robert W. Klinge or any one of them, proxies with full
power of substitution, to vote all of the common stock of Prab, Inc., which the
Shareholder is entitled to vote at the Annual Meeting of Shareholders to be held
at Clarion Hotel, 3600 East Cork Street, Kalamazoo, Michigan, on March 26, 2002
at 10:00 A.M. (EST), and at any adjournment thereof, with all the powers the
Shareholder would possess if personally present, upon the proposals set forth
below and in their discretion, upon any other business that may properly come
before said meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR PROPOSAL
2.
1. Election of Directors FOR all nominees __________
(except as noted below)
WITHHOLD AUTHORITY __________
to vote for all nominees
Nominees: Gary A. Herder, James H. Haas, Eric V. Brown, Jr., John W.
Garside, William G. Blunt, and Frederick J. Schroeder, Jr..
[INSTRUCTIONS: To withhold authority to vote for one or more individual
nominees, line through or otherwise strike the name(s) of such nominee(s)].
2. Selection of Plante & Moran, LLP as independent public accountants.
FOR________ AGAINST_________ ABSTAIN
(Continued and to be signed on other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF NOT OTHERWISE
SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES AND FOR
PROPOSAL 2. The undersigned revokes all proxies heretofore given to vote at such
meeting and all adjournments.
Dated:
---------------------------------------
---------------------------------
-------------------------------------
Please Sign Here
Please sign your name as it appears above. If executed by a corporation, a duly
authorized officer should sign. Executors, administrators and trustees should so
indicate when signing. If shares are held jointly, EACH holder should sign.
If you plan to personally attend the Annual Meeting of Shareholders, please
check the box below and list names of attendees on the reverse side. Return this
stub in the enclosed envelope with your completed proxy card.
[ ] I do plan to attend the 2002 meeting.