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VARITRONIC SYSTEMS, INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
This information is being furnished by Varitronic Systems, Inc., a
Minnesota corporation (the "Company") to its shareholders in connection with the
possible designation by W.H. Brady Company, a Wisconsin corporation ("Brady")
pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of
February 27, 1996 among the Company, Brady, Brady USA, Inc., a Wisconsin
corporation ("BUSA") and a wholly-owned subsidiary of Brady and VSI Acquisition
Company, a Minnesota corporation (the "Offeror"), a wholly-owned subsidiary of
BUSA, of persons to be elected to the Board of Directors of the Company other
than at a meeting of the Company shareholders. The Purchaser commenced a tender
offer (the "Offer") disclosed in the Tender Offer Statement on Schedule 14D-1
dated February 28, 1996. The terms and conditions of the offer were set forth in
the Offer to Purchase dated February 28, 1996 (the "Offer to Purchase") and
related documents enclosed therewith (collectively, the "Offer Documents"). The
Merger Agreement provides, among other things, for the merger ("Merger") of the
Offeror into the Company, with the Company surviving as a wholly-owned
subsidiary of Brady through BUSA, as more fully described in the Offer Documents
and in the Company's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") being mailed to the Company's shareholders concurrently
herewith. The Merger Agreement further provides that as of the Effective Time
(as defined in the Merger Agreement) each share of the Company's common stock
shall be converted into the right to receive $17.50 in cash.
The Company had 2,319,495 shares outstanding as of February 26, 1996.
THE BOARD OF DIRECTORS
GENERAL
Pursuant to the Restated Articles of Incorporation of the Company, the
Board of Directors has fixed the number of directors at six. However, the Board
has the power to increase this number in its discretion by resolution. The
directors are currently divided into three equal classes (1), (2) and (3) and
elected for staggered terms. They serve until the election and qualification of
their successors.
The Merger Agreement provides that, if requested by Brady, the Company
will, promptly following the purchase by Brady of at least two-thirds of the
outstanding Shares of the Company pursuant to the Offer, take all necessary
action to cause a number of persons designated by Brady ("Brady Designees"),
rounded up to the next whole number, to constitute a percentage of the members
of the Board of Directors equal to the percentage of shares of the Company's
outstanding common stock owned by Brady, including by accepting resignations of
those incumbent directors designated by the Company or by increasing the size of
the Board and causing the Brady Designees to be elected.
Brady has informed the Company that if Brady purchases two-thirds or more
of the outstanding shares pursuant to the Offer, Brady will request the Company
to take all necessary action to elect Katherine M. Hudson, Donald P. DeLuca,
David R. Hawke and Peter J. Lettenberger to the Board of Directors of the
Company. Information concerning the Brady Designees is set forth in Annex A
hereto. To the best knowledge of the Company, none of the Brady Designees
beneficially owns any equity securities of the Company.
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CURRENT DIRECTORS
The names, classes and ages of the current directors, their principal
occupations, and the year each first became a director, are set forth below:
DIRECTOR
NAME PRINCIPAL OCCUPATION AGE SINCE
- --------------------------------- --------------------------------------------- --- --------
Raymond R Good (nominee)
-- Class 1 Director............ Independent Executive Consultant 67 1983
John B. Zaepfel (nominee)
-- Class 1 Director............ Investor and Consultant 59 1992
Anton J. Christianson
-- Class 2 Director............ Chairman of Cherry Tree Investments, Inc. 43 1984
Donald J. Kramer
-- Class 2 Director............ Private Consultant 63 1984
Scott R. Drill
-- Class 3 Director............ Chairman, President, Chief Executive Officer 42 1983
and Treasurer
Reid V. MacDonald
-- Class 3 Director............ President and Chief Executive Officer of 48 1993
Faribault Foods, Inc.
Mr. Good has been an Independent Executive Consultant since February 1992.
From 1986 to 1992, Mr. Good was an Executive Vice President of Regis McKenna,
Inc., a technology marketing consulting firm. Mr. Good is also a director of
Astrocom Corporation.
Mr. Zaepfel has been an independent investment and business consultant
serving middle market companies since 1989. From 1985 to 1989, Mr. Zaepfel was
the Chief Executive Officer of CPG International, a manufacturer of graphic art,
engineering and media supplies.
Mr. Christianson is a co-founder of Cherry Tree Investments, Inc., a
venture capital firm based in Minneapolis. Mr. Christianson has been Chairman of
Cherry Tree Investments, Inc. and a Managing General Partner of four Cherry Tree
Ventures partnerships since 1981. Mr. Christianson is also a director of
Computer Petroleum Corporation, Fourth Shift Corporation, TRO Learning, Inc.,
and Transport Corporation of America.
Mr. Kramer has been a private consultant and a Principal of TA Associates,
a private equity capital firm in Boston, Massachusetts, since January 1990. For
the previous five years, Mr. Kramer was a partner of TA Associates. He is also a
director of Acuity Systems, Inc.
Mr. Drill is one of the founders of the Company and has been President,
Chief Executive Officer and Treasurer of the Company since 1983. In January
1990, Mr. Drill was elected Chairman of the Board.
Mr. MacDonald has been President and Chief Executive Officer of Faribault
Foods, Inc., a privately-held manufacturer and distributor of canned food
products, since 1980.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1995, the Company's Board of Directors met four times. Each
director attended at least 75% of the aggregate of all meetings of the Board of
Directors and committees of the Board on which he served. Standing committees of
the Board of Directors include the Audit Committee and the Compensation
Committee.
The Audit Committee recommends the selection of the Company's independent
accountants, approves the services performed by such accountants, and reviews
and evaluates the Company's financial and reporting systems and the adequacy of
internal controls for compliance with corporate guidelines. Members of the Audit
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Committee, which consists of three outside directors, are Donald J. Kramer,
Anton J. Christianson and John B. Zaepfel. The Audit Committee met twice in
fiscal 1995.
The Compensation Committee reviews and recommends to the Board compensation
arrangements for all executive officers of the Company. In addition, the
Compensation Committee is responsible for administration of the Company's 1994
Incentive Stock Option Plan, the Restated Cash Bonus Plan and the Employee Stock
Purchase Plan, and for recommending the Company's matching contribution to the
Incentive Plus Plan (401(k) plan). Members of the Compensation Committee, which
consists of three outside directors, are Anton J. Christianson, Donald J. Kramer
and Raymond E. Good. The Compensation Committee met twice in fiscal 1995.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no compensation for
their services as directors. Out-of-town directors receive $1,500 and local
directors receive $1,250 for each board meeting, and are reimbursed by the
Company for out-of-pocket expenses incurred while attending meetings. In
addition, directors who serve on the Compensation or Audit Committee receive
$150 for each committee meeting.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the ownership of Common
Stock of the Company by each shareholder known to the Company who beneficially
owns more than 5% of the outstanding shares of the Company's Common Stock, by
each director or director-nominee, by each executive officer named in the
Summary Compensation Table, and by all executive officers and directors as a
group, as of February 26, 1996:
NUMBER OF PERCENT
NAME AND BUSINESS ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- ----------------------------------------------------------------------- ------------ --------
PRINCIPAL SHAREHOLDERS:
Heartland Advisors, Inc.............................................. 390,300 16.8%
790 North Milwaukee Street
Milwaukee, WI 53202
Scott E. Drill (Chief Executive Officer & Director).................. 292,254(1) 12.6%
300 Interchange North
300 Highway 169 South
Minneapolis, MN 55426
Fleet Investment Advisers............................................ 144,500 6.2%
777 Main Street
Hartford, CT 06115
Luis Hernandez....................................................... 131,300 5.7%
3069 Misty Harbour Drive
Las Vegas, NV 89117
DIRECTORS:
Anton J. Christianson................................................ 12,340 *
Raymond R. Good (nominee)............................................ 8,889 *
Donald J. Kramer..................................................... -- --
Reid V. MacDonald.................................................... 1,000 *
John B. Zaepfel (nominee)............................................ -- --
EXECUTIVE OFFICERS:
David C. Grey........................................................ 4,000(1) *
Monte J. Mosiman..................................................... 16,266(1) *
Roger A. Larson...................................................... 46,147(1) 2.0%
Timothy R Fitzgerald................................................. 25,500(1) 1.1%
All executive officers and directors as a group (14 persons)......... 478,209(1) 19.8%
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* Less than one percent
(1) Includes the following number of shares which could be acquired within 60
days of February 26, 1996 through the exercise of stock options: Mr. Drill,
8,000 shares; Mr. Grey, 4,000 shares; Mr. Mosiman, 8,000 shares; Mr. Larson,
8,000 shares; Mr. Fitzgerald, 25,000 shares; and all executive officers and
directors as a group, 85,500 shares.
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REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside directors and is responsible for developing and
making recommendations to the Board with respect to the Company's executive
compensation policies. In addition, the Compensation Committee, pursuant to
authority delegated by the Board, determines on an annual basis the compensation
to be paid to the Chief Executive Officer and each of the other executive
officers of the Company.
It is the intention of the Committee to utilize a pay-for-performance
Compensation strategy that is directly related to achievement of the Company's
financial performance and growth objectives. The primary elements of the
executive compensation program are base salary, annual incentives, and long-term
incentives. These elements are designed to (i) provide compensation
opportunities that will allow the Company to attract and retain talented
executives who are essential to the Company's success; (ii) provide compensation
that rewards corporate performance and motivates the executives to achieve
corporate strategic objectives; and (iii) align the interests of executives with
the long-term interests of shareholders through stock-based awards.
BASE SALARY
Base salaries of the Company's executive officers are intended to be
competitive with the median base salaries paid by other corporations similar to
the Company and to serve as a platform for performance-based (incentive) pay.
Base salaries are determined for executive positions using compensation surveys,
taking into account variables such as geography, job comparability, size of the
company and nature of the business. In addition to base salary, executive
officers are eligible to participate in the Company's employee benefit plans on
the same terms as other employees.
ANNUAL INCENTIVES
The purpose of the Restated Cash Bonus Plan is to encourage employees to
have a positive vested interest in the success of the Company by providing a
direct financial incentive in the form of an annual cash bonus for achieving
predetermined financial objectives, specifically: revenue, net income and
earnings per share targets. Each employee is eligible to receive a cash bonus
expressed as a flat dollar amount or as a percentage of base salary depending on
which of six preestablished job levels the employee occupied. In fiscal 1995,
the Company did not meet its financial objectives, and no cash bonus awards were
paid under the plan.
LONG-TERM INCENTIVES
The 1994 Incentive Stock Option Plan is the basis of the Company's
long-term incentive plan for executive officers and other key employees. The
objective of the plan is to align executives' long-term interests with those of
the shareholders by creating a direct incentive for executives to increase
shareholder value. The stock option grants allow executives to purchase shares
of Company stock at a price equal to the fair market value of the stock on the
date of grant over a term of five years. One-third of the options become
exercisable on each of the first three anniversary dates following the date of
the grant. The award of option grants is consistent with the Company's objective
to include in total compensation a long-term equity interest for executive
officers, with greater opportunity for reward if long-term performance is
sustained. No stock options were granted to executive officers under this plan
in fiscal 1995.
In fiscal 1995, the Committee granted Mr. Fitzgerald 75,000 nonqualified
options to purchase Common Stock as part of an employment offer for the position
of Vice President of Operations. These options become exercisable equally over a
three year vesting period at an exercise price of $7.75, and expire five years
from the date of grant.
The Company offers an Employee Stock Purchase Plan in which eligible
employees can contribute between three and ten percent of their base pay to
purchase up to 500 shares of Common Stock per year.
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The shares are issued by the Company at a price per share equal to 85 percent of
market value on the first day of the offering period or the last day of the plan
year, whichever is lower. For the plan year ended September 30, 1995, four
executive officers participated in the plan. Mr. Drill is not allowed to
participate in the plan since he owns more than five percent of the Company's
Common Stock.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee determines compensation for the Chief Executive Officer on an
annual basis Mr. Drill's current base salary of $225,000 became effective
December 1, 1995. The Committee believes that this base salary is consistent and
competitive with salaries paid to Chief Executive Officers of manufacturing
companies similar in size to the Company, located in the Upper-Midwest region of
the country. There has been no change to Mr. Drill's base salary since fiscal
1989 because the Committee has chosen to link the opportunity for increased
compensation to the achievement of certain profit objectives for the Company.
Mr. Drill's salary was increased in December, 1995 because it had not been
increased since 1989 and it was felt that an increase was necessary to maintain
Mr. Drill's salary at a level competitive with those of Chief Executive Officers
of corporations the size of the Company.
The performance criteria for the annual incentive bonus plan of the Chief
Executive Officer is based on achieving growth in earnings per share. If the
Company achieves growth in earnings per share of 15 percent over the prior year,
the Chief Executive Officer will receive a cash bonus of 15 percent of base
salary. Growth in earnings per share of 25 percent or more will allow the Chief
Executive Officer to earn a cash bonus of 30 percent of base salary. Mr. Drill
did not receive a cash bonus in fiscal 1995 since the earnings per share growth
rate objective was not met.
CONCLUSION
The Committee believes that the executive compensation plan discussed in
this Proxy Statement is consistent with the overall corporate strategy for
continued growth in earnings and shareholder value.
Anton J. Christianson
Raymond R Good
Donald J. Kramer
Members of the Compensation Committee
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SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer and the four most highly compensated executive officers of the Company
whose salary earned in fiscal 1995 exceeded $100,000.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- ------------
NAME AND PRINCIPAL FISCAL CASH OTHER ANNUAL OPTION ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) COMPENSATION(3)
- ------------------------- ------ -------- ------- --------------- ------------ ---------------
Scott F. Drill........... 1995 $200,000 -- -- -- --
Chairman, President, CEO 1994 200,000 -- -- 12,000 $ 5,060
and Treasurer 1993 200,000 $28,000 -- -- 3,802
David C. Grey(4)......... 1995 86,772 -- $52,251 -- --
Vice President, Business 1994 87,010 -- 39,650 -- 3,800
Development 1993 -- -- -- -- --
Monte J. Mosiman......... 1995 96,125 -- 34,333 -- --
Vice President, 1994 93,000 -- -- 12,000 3,181
International Sales 1993 92,167 13,020 -- -- 2,503
Roger A. Larson.......... 1995 122,000 -- -- -- --
Vice President, Domestic 1994 122,000 -- -- 12,000 4,172
Sales and Marketing 1993 117,333 17,080 -- -- 3,177
Timothy P. 1995 118,686 -- -- 75,000 --
Fitzgerald(5).......... 1994 -- -- -- -- --
Vice President, 1993 -- -- -- -- --
Operations
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(1) Compensation for Mr. Grey and Mr. Mosiman includes amounts paid for
achieving certain sales objectives.
(2) Includes the number of stock options granted under the Company's Incentive
Stock Option Plan except for Mr. Fitzgerald who received a grant of 75,000
nonqualified options under a Nonqualified Stock Option Plan and Agreement.
(3) Includes annual contributions made by the Company to the Company's 401(k)
defined contribution plan.
(4) Mr. Grey has been an employee of the Company since 1990, and was named an
executive officer during fiscal 1994.
(5) Mr. Fitzgerald began employment with the Company as an executive officer on
November 28, 1994.
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OPTION GRANTS IN FISCAL 1995
The following table summarizes option grants in the fiscal year ended July
31, 1995 to the executive officers named in the Summary Compensation Table.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION
GRANTED TO FOR
EMPLOYEES OPTION TERM(2)
OPTIONS IN FISCAL EXERCISE ---------------------
NAME GRANTED(1) YEAR 1995 PRICE(1) EXPIRATION DATE 5% 10%
- ----------------------------- ---------- ---------- -------- --------------- -------- --------
Scott F. Drill............... -- -- -- -- -- --
David C. Grey................ -- -- -- -- -- --
Monte J. Mosiman............. -- -- -- -- -- --
Roger A. Larson.............. -- -- -- -- -- --
Timothy P. Fitzgerald(5)..... 75,000 94.9% $ 7.75 August 10, 1999 $156,750 $354,750
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(1) These options were granted at the closing market price for the Company's
stock on August 9, 1994, and vest in equal installments over a three-year
period.
(2) The compounding assumes a five-year exercise period for the option grant and
an exercise price of $7.75 per share. These amounts represent certain
assumed rates of appreciation only, based on Securities and Exchange
Commission rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock, overall stock
market conditions, and the continued employment of the option holder through
the vesting period. The amounts reflected in this table may not necessarily
be achieved. If the price of Varitronics Common Stock were to appreciate at
5% and 10% compounded rates over five years, Varitronics Common Stock would
have a closing price on August 10, 1999 of $9.84 and $12.48 per share,
respectively.
AGGREGATED OPTION EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION VALUES
There were no option exercises in fiscal 1995 by any of the executive
officers included in the Summary Compensation Table. The values of the options
held by such persons as of July 31, 1995 follows:
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END FISCAL YEAR-END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ----------- -------- ----------- ------------- ----------- -------------
Scott E. Drill................ -- -- 4,000 8,000 -- --
David C. Grey................. -- -- 2,000 2,000 $ 6,240 $ 6,240
Monte J. Mosiman.............. -- -- 4,000 8,000 -- --
Roger A. Larson............... -- -- 4,000 8,000 -- --
Timothy P. Fitzgerald......... -- -- -- 75,000 -- 75,000
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(1) The value of unexercised in-the-money options represents the aggregate
difference between the market value of the shares, based on the July 31,
1995 closing price of $8.75 per share, and the applicable exercise prices.
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STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the NASDAQ Total Return Index and the S&P Office Equipment and
Supplies Index over the same period (assuming the investment of $100 in the
Company's Stock, the NASDAQ Total Return Index and the S&P Office Equipment and
Supplies Index on July 31, 1990 and the reinvestment of all dividends).
S&P Office
Measurement Period Varitronic Equipment
(Fiscal Year Covered) Systems, Inc. NASDAQ Index
7/90 100 100 100
7/91 110 118 126
7/92 81 139 144
7/93 138 169 162
7/94 131 174 192
7/95 135 243 235
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
The Company has entered into a termination of employment and change of
control arrangement with Mr. Drill, which provides for varying payment periods
depending on the circumstances of Mr. Drill's employment termination. If Mr.
Drill voluntarily terminates his employment, the Company will pay an amount
equal to his then-current base salary over a period of three years. In the event
of Mr. Drill's termination by the Company for any reason other than cause as
defined in his employment agreement, Mr. Drill will receive 1.5 times his
then-current base salary over a period of three years. In the event of his
termination due to a change of control of the Company, the Company will pay Mr.
Drill 2.8 times his then-current base salary over three years from the date of
such termination. However, the agreement contains a clause which provides that
the Company is not required to make any payments which constitute nondeductible
"excess parachute payments" as defined in the Internal Revenue Code. The
agreement also prohibits Mr. Drill from competing with the Company for a period
of three years after-termination.
The discussion contained on pages 8 and 9 of the Schedule 14D-9 regarding
the Severance Pay Agreements entered into between the Company and certain of its
executive officers and employees is hereby incorporated by reference.
CERTAIN TRANSACTIONS
The Company has entered into agreements with the designers of certain of
its lettering and labeling systems. The designers, Thomas K. McGourty and
Lawrence R. McGourty, are the father and brother, respectively, of Kevin B.
McGourty, who is Vice President of Product Planning for the Company. Pursuant to
these agreements, the McGourtys assigned to the Company all of their rights,
including patent rights, to the machines, supplies and related technology, in
exchange for a series of royalty payments. Payments under the
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agreements range from 1.9% to 3.8% of certain supply sales, and $10 per unit on
certain machine sales. The Company incurred royalty expenses of approximately
$612,000 under these agreements in fiscal 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under federal securities laws, the Company's directors and officers, and
any beneficial owner of more than 10% of a class of equity securities of the
Company, are required to report their ownership of the Company's equity
securities and any changes in such ownership to the Securities and Exchange
Commission (the "Commission"). Specific due dates for these reports have been
established by the Commission, and the Company is required to disclose in this
Proxy Statement any delinquent filing of such reports and any failure to file
such reports during the fiscal year ended July 31, 1995.
Based upon information provided by officers and directors of the Company,
Mr. Grey, Mr. Mosiman and Ms. Lynn McKee each failed to file on a timely basis
one Form 4 report disclosing a single transaction during the 1995 fiscal year.
Each transaction has since been reported.
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ANNEX A
BRADY'S DIRECTOR DESIGNEES
Brady has provided the Company with the following information regarding the
Brady Designees. The Company assumes no responsibility for the accuracy or
completeness of such information.
The following table sets forth the name, age, business address, present or
principal occupation or employment and five-year employment history of each of
the Brady Designees. Unless otherwise indicated, the principal business address
of each such person is 6555 West Good Hope Road, Milwaukee, WI 53223. None of
the Brady Designees is a director of, or holds any position with, the Company,
and none of the Brady Designees owns any Shares.
NAME AGE TITLE
- ----------------------------------- --- ---------------------------------------------------
Katherine M. Hudson................ 48 President, CEO and Director
Donald P. DeLuca................... 55 Senior Vice President, Treasurer, Assistant
Secretary, and Director
David R. Hawke..................... 41 Vice President, Signmark Group
Peter J. Lettenberger.............. 58 Secretary and Director
KATHERINE M. HUDSON -- Mrs. Hudson joined the Company in January 1994, as
President, Chief Executive Officer and Director. Prior thereto she was a Vice
President at Eastman Kodak Company and General Manager of its Professional,
Printing and Publishing Image Division. She is also a director of Apple
Computer.
DONALD P. DELUCA -- Mr. DeLuca joined the Company as Vice President-Finance
and Chief Financial Officer in May 1990. He was promoted to Senior Vice
President in August 1994. Before joining Brady, he served as Executive Vice
President-Finance and Administration of CSC Industries, Inc. from 1987 to April
1990. Prior to that he served as Vice President, Treasurer and Secretary of
Cooperweld Corp. from 1974 to 1987. He is also a director of GAN North American
Insurance Company, GAN National Insurance Company and Fugitive Emissions
Control, Inc.
DAVID W. HAWKE -- Mr. Hawke joined the Company in 1979. He served as
General Manager of the Industrial Products Division from 1985 to 1991. From 1991
to February 1995, he served as Managing Director -- European Operations. In
March 1995, he was appointed to his present position.
PETER J. LETTENBERGER -- Mr. Lettenberger has served as a Director and
Secretary of the Company since January 1977. Mr. Lettenberger has been a member
of the Company's audit and compensation committees since April 1977 and October
1978, respectively, and has been chairman of the compensation committee since
June 1985. He is a partner of Quarles & Brady, general counsel to Company, which
firm he joined in 1964. He is also a director of Electronic Tele-Communications,
Inc. Mr. Lettenberger's business address is 411 East Wisconsin Avenue,
Milwaukee, WI 53202.