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[REXWORKS LOGO]
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
REXWORKS INC.
445 West Oklahoma Avenue
Milwaukee, WI 53207
To Our Stockholders:
The Annual Meeting of the stockholders of Rexworks Inc. (the "Company") will be
held at the Company's offices located at 445 West Oklahoma Avenue, Milwaukee,
Wisconsin, on Wednesday, May 28, 1997 commencing at 9:00 a.m. C.D.T. for the
following purposes:
1. To elect five directors;
2. To ratify the appointment of Arthur Andersen LLP, independent
certified public accountants, as auditors of the Company for its
fiscal year ending December 31, 1997; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on April 1, 1997 are entitled
to vote at the meeting. You are cordially invited to attend the meeting in
person. However, whether you plan to attend the meeting or not, you are urged
to sign, date and mark the accompanying proxy card and mail it at once in the
enclosed envelope, which requires no postage if mailed in the United States.
Your attendance at the meeting, whether in person or by proxy, is important to
ensure a quorum.
Please consult the accompanying Proxy Statement for further information
concerning the Meeting, the election of Directors, the ratification of auditors
and other matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas D. Lauerman
Thomas D. Lauerman
Secretary
Milwaukee, Wisconsin
April 25, 1997
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REXWORKS INC.
PROXY STATEMENT FOR
1997 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of Rexworks Inc. (the "Company") to be used
at the Annual Meeting of Stockholders of the Company to be held at the
Company's offices located at 445 West Oklahoma Avenue, Milwaukee, Wisconsin, on
May 28, 1997, commencing at 9:00 a.m. C.D.T. and at any adjournments thereof.
This proxy material is being mailed on or about April 25, 1997 to stockholders
of record as of April 1, 1997.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
A stockholder who executes the accompanying form of proxy may revoke it at any
time before it is voted by filing with the Secretary of the Company a written
revocation or an executed proxy bearing a later date, or by attending the
annual meeting and voting in person. All shares represented by proxies
received pursuant to this solicitation prior to the Meeting and not revoked
before they are exercised, will be voted as specified. If no instructions are
specified, the shares represented thereby will be voted (1) in FAVOR of the
election of the directors listed in the enclosed Proxy, and (2) in FAVOR of the
ratification of Arthur Andersen LLP, as auditors of the Company for 1997. The
enclosed Proxy is being solicited by the Board of Directors of the Company.
All expenses of solicitation of these proxies will be borne by the Company.
The solicitation is being made by mail and may also be made in person or by
telephone by officers, directors and employees of the Company who will receive
no additional compensation for their services in connection with the
solicitation. Brokers, custodians, nominees and other fiduciaries who hold
stock in their names and who solicit proxies from beneficial owners will be
reimbursed by the Company for their reasonable expenses in so doing.
The Board of Directors knows of no business which will be presented at the
Meeting other than matters referred to in the accompanying Notice of Meeting.
However, if any other matters are properly presented to the Meeting, it is
intended that the persons named in the Proxy will vote on such matters in
accordance with their judgment.
Only holders of the $.12 par value common stock of the Company ("Common Stock")
whose names appear of record on the books of the Company at the close of
business on April 1, 1997 are entitled to vote at the Meeting. As of the
record date, there were 1,896,668 shares of Common Stock outstanding. Each
share of Common Stock is entitled to one vote on each matter to be presented at
the Meeting. The vote of majority of shares of Common Stock represented and
entitled to vote at the Meeting is required for approval of each proposal being
submitted to stockholders. Pursuant to the Company's By-Laws, any proxy marked
"abstain" with respect to any item will be treated as present at the meeting
for the purposes of determining a quorum, but will not be counted toward
approval of any item with respect to which the proxy is marked "abstain."
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GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held eight meetings during 1996. Each of the directors
attended at least 75% of the meetings of the Board and the Board Committees on
which he served.
COMMITTEES
The Company has an Audit Committee consisting of Messrs. Beda, Frazier, and Van
Deuren. This Committee met once in 1996. The Committee recommends the
selection of the independent public accountants, reviews the scope and
procedures of the planned audit activities of both the independent public
accountants and the Company's accounting personnel, and reviews the quality of
financial reporting and internal accounting controls. It also approves
proposed non-audit services of significance to be performed by the independent
public accountants to determine that such services do not compromise their
independence. To assure complete independence, the independent public
accountants and individuals performing internal accounting functions have full
and free access to meet with the Audit Committee, with or without management
representatives present, to discuss any appropriate subjects.
The Company has a Compensation Committee consisting of Messrs. Bleustein,
Brengel, Frazier, and Van Deuren. The committee recommends and approves
compensation adjustments for senior management; compensation, benefit and
incentive plans for management; and benefit plans for the Company as a whole.
The Compensation Committee met twice in 1996.
COMPENSATION OF DIRECTORS
Each non-employee director during 1996 received an annual retainer fee of
$10,000 plus $500 for each Board or Committee meeting attended. A portion of
the retainer was paid by the issuance to each non-employee director of 2,000
new shares of Common Stock which had a market value at issuance of $2.9375 per
share, or $5,875.00. The balance of the retainer was paid in cash. Directors
who are also employees are not separately compensated for their duties as
directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Bleustein, Brengel, Frazier, and Van Deuren served as members of the
Compensation Committee in 1996. Reinhart, Boerner, Van Deuren, Norris &
Rieselbach, S.C., of which Mr. Van Deuren is a shareholder, has acted and will
continue to act as outside legal counsel to the Company on certain matters, and
charged the Company for services rendered in 1996, including at times the
services of Mr. Van Deuren.
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ELECTION OF DIRECTORS
The Company's Restated By-Laws provide that the number of directors shall be
that number elected by the stockholders from time to time, but not less than
three nor more than thirteen. The Board of Directors has nominated the
following five persons for election: Bruce A. Beda, Jeffrey L. Bleustein,
Frederick L. Brengel, Warner C. Frazier, and Richard A. Van Deuren (the
"Nominees"). The Board has no reason to believe that any of the Nominees will
be unable to serve. However, if at or prior to the meeting any of the Nominees
should become unable to serve, the shares represented by the proxies being
solicited will be voted for the election of a nominee or nominees designated by
the Board. A brief biographical statement follows on the Nominees:
BRUCE A. BEDA has been Chief Executive Officer of Orion Partners LLC, a private
investment company, since 1995. From 1986 to 1995 he was Vice-President and
Chief Financial Officer of Venturedyne LTD. Prior to that he held various
management positions at Kimberly-Clark, The Pillsbury Company and Wehr
Corporation. Mr. Beda has been a director since April 1996 and is a member of
the Audit Committee. Mr. Beda is 56 years old.
JEFFREY L. BLEUSTEIN has been President and Chief Operating Officer of the
Motorcycle Division of Harley-Davidson, Inc. and Executive Vice-President of
Harley-Davidson, Inc. for more than the past five years. Mr. Bleustein has
been a director since 1994 and is a member of the Compensation Committee. Mr.
Bleustein is 57 years old.
FREDERICK L. BRENGEL was President and Chief Executive Officer of Johnson
Controls, Inc., a manufacturer of automated building controls, automotive
batteries and industrial process instrumentation and piping systems from 1967
until his retirement in 1988 and was Chairman of the Board of Johnson Controls
from 1985 until his retirement in 1993. He has been a Director of the Company
since 1988 and is a member of the Compensation Committee. Mr. Brengel is 74
years old.
WARNER C. FRAZIER has been the Chairman of the Board of Directors, President
and Chief Executive Officer of Simplicity Manufacturing, Inc., a manufacturer
of lawn and garden tractors and snow removal equipment for more than the past
five years. He is Chairman of the Compensation Committee and a member of the
Audit Committee. Mr. Frazier has been a Director since 1986 and is 64 years
old.
RICHARD A. VAN DEUREN has been a shareholder of the law firm Reinhart, Boerner,
Van Deuren, Norris & Rieselbach, for more than the past five years. This law
firm has performed legal services for the Company since its organization in
1982. He is the Chairman of the Audit Committee and a member of the
Compensation Committee. Mr. Van Deuren serves in his individual capacity and
not as a representative of Reinhart, Boerner, Van Deuren, Norris & Rieselbach.
Mr. Van Deuren is 68 years old.
Directors serve one year terms until the next meeting of stockholders or until
their successors have been duly elected and officers serve until their
successors are duly elected.
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PROPOSAL TO APPROVE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
selected Arthur Andersen LLP, to be the Company's auditors for the 1997 fiscal
year.
Although this appointment is not required to be submitted to a vote of
stockholders, the Board of Directors believes it appropriate as a matter of
policy to request that the stockholders ratify the appointment. If
stockholders' ratification is not received, the Board of Directors may
reconsider the appointment.
Arthur Andersen LLP, independent public accountants, have served as the
Company's auditors since the founding of the Company in 1982. A representative
of Arthur Andersen LLP is expected to be present at the Annual Meeting. He or
she will be provided an opportunity to make a statement if he or she desires,
and will be available to respond to appropriate questions.
SECURITY OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 1, 1997 by (i) each person who holds of
record or is known by the Company to own beneficially more than 5% of the
Common Stock; (ii) each director and named executive officer individually; and
(iii) all directors and executive officers as a group.
Number of Option Total Shares and
Number of Shares Shares Beneficially Option Shares Percentage of
Name Beneficially Owned Owned Beneficially Owned Shares Outstanding
- ---- ------------------ ------------------- ------------------ ------------------
Trustees of the Rexworks
Inc. Employee Stock
Ownership Trust 125,732 -- 125,732 6.6%
B.A. Beda 10,000 -- 10,000 0.5%
J.L. Bleustein 4,000 -- 4,000 0.2%
F.L. Brengel 31,300 25,000 56,300 3.0%
W.C. Frazier 10,000 25,000 35,000 1.8%
M.C. Hadjinian (2) 131,432 60,460 191,892 10.1%
C.J. Klinck (1) 65,829 7,534 73,363 3.9%
T.D. Lauerman (2) 130,732 13,000 143,732 7.6%
W.J. Nasgovitz (3) 236,200 15,000 251,200 13.3%
Heartland Advisors, Inc. (3) 222,000 -- 222,000 11.7%
R.A. Van Deuren 96,419 25,000 121,419 6.4%
C.J. Vogus 1,500 14,000 15,500 0.8%
All Executive Officers and
Directors as a Group
(11 persons) (2) (3) 354,676 196,882 551,558 29.1%
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(1) The amounts shown for Mr. Klinck include 2,204 shares of Common Stock
allocated to his account under the Employee Stock Plan. (See Compensation
Pursuant to Plans).
(2) The amounts shown for Mr. Hadjinian, Mr. Lauerman and for all directors
and executive officers as a group include 125,732 shares of Common Stock
for which Mr. Hadjinian and Mr. Lauerman have dispositive power as
Trustees of the Rexworks Inc. Employee Stock Ownership Trust, which holds
all shares under the Employee Stock Plan.
(3) Heartland Advisors, Inc. is an investment advisory firm located at 790
North Milwaukee Street, Milwaukee, WI 53202. Mr. William J. Nasgovitz is
President, Chief Executive Officer and a Director of Heartland Advisors,
Inc. Mr. Nasgovitz was a member of the Rexworks Board of Directors from
1992 until his resignation on April 17, 1996.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires that the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, file with the Securities and Exchange Commission ("SEC") initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the Company's equity securities. The rules promulgated by the SEC under
section 16(a) of the Exchange Act require those persons to furnish the
Company with copies of all reports filed with the SEC pursuant to section
16(a). Based solely upon a review of such forms actually furnished to the
Company, and written representations of certain of the Company's directors and
executive officers, all directors, executive officers, and 10% shareholders
have filed with the SEC on a timely basis all reports required to be filed
under section 16(a) of the Exchange Act, except that Mr. Beda filed a Form 3 on
August 5, 1996 with respect to his appointment as a director of the Company on
April 17, 1996.
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PERFORMANCE GRAPH
The graph below shows a comparison of the cumulative total return over five
years had $100 been invested at the close of business on December 31, 1991 in
each of: Rexworks Inc. Common Stock, the Total Return Index for the NASDAQ
Stock Market (U.S. Companies), and the Total Return Index for NASDAQ
Non-Financial Stocks. Total return includes increase/decrease in stock price
and reinvested dividends.
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
REXWORKS $ 100.00 $ 253.85 $ 269.23 $ 261.54 $ 130.77 $ 150.03
NASDAQ NON-FINANCIAL 100.00 109.39 120.48 120.75 175.82 228.42
NASDAQ STOCK MARKET 100.00 115.38 133.59 130.59 184.67 227.16
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EXECUTIVE COMPENSATION
The following table shows the total compensation paid, payable and/or accrued
for services rendered during the years ended December 31, 1996, 1995, and 1994
to the two individuals who served as Chief Executive Officer during 1996 and
each of the two other most highly compensated executive officers of the Company
("the named executive officers"). No other executive officer of the Company
received salary and bonus of $100,000 or more during 1996.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------------------------------- Awards
----- All Other
Name and Principal Position Year Salary ($) Bonus ($) Options Granted (#) Compensation ($) (1)
- ----------------------------------------------------------------------------------------------------------------------------
Laurance R. Newman
President & CEO (since
December 1996) 1996 $ 2,769 -- -- $ 65,448
Michael C. Hadjinian 1996 174,096 -- 50,000 2,849
(President & CEO until 1995 163,442 -- 5,000 2,772
December 1996) 1994 153,000 $45,000 -- 2,475
Clinton E. Vogus 1996 117,052 -- -- 2,179
Vice President - 1995 102,688 -- 4,000 2,260
Operations 1994 91,565 22,891 10,000 989
Christopher J. Klinck 1996 103,168 -- -- 1,926
Vice President - 1995 99,781 -- 4,000 2,303
Compaction Sales 1994 97,888 28,143 -- 1,762
(1) Other compensation for Mr. Newman represents consulting fees. Of the total
paid in 1996, $49,947 was billed for consulting prior to his appointment as
President, and $15,501 was billed for consulting after he became President. For
all other executives, other compensation represents employer matching
contributions under the Rexworks Inc. 401(k) Savings Plan.
OPTION GRANTS IN 1996 FISCAL YEAR
The following table shows stock options granted to the named executive officers
during the year ended December 31, 1996.
Potential Realizable Value
At Assumed Annual Rates
% of Total of Stock Price Appreciation
Options Granted For Option Term
# of Options to Employees in Exercise Expiration ---------------------------
Name Granted 1996 Price Date 5% 10%
- ---- ------- ---- ----- ---- -- ---
M.C. Hadjinian 50,000 100.0% $2.25 11/30/97 $5,155 $10,310
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OPTION EXERCISES IN 1996 AND YEAR END OPTION VALUES
The following table shows the number of options exercised during 1996 by the
named executive officers as well as the number of unexercised stock options
held by the named executive officers as of December 31, 1996:
Number of Shares Number of Unexercised Value of Unexercised
Acquired on Exercise (#) Options at 12/31/96 Options at 12/31/96 Exercise
(#) (1) ($) (2) Price ($)
- ---------------------------------------------------------------------------------------------------------
M.C. Hadjinian 0 50,000 9,400 2.250
5,460 0 3.375
5,000 0 4.250
C.E. Vogus 0 10,000 0 4.500
4,000 0 4.250
C.J. Klinck 0 3,534 0 3.375
4,000 0 4.250
(1) All options presented in the table were exercisable at December 31, 1996.
(2) The value of the unexercised options at December 31, 1996 is computed
based upon closing price of the Company's Common Stock on the NASDAQ
National Market System on December 30, 1996 ($2.438 per share) less the
exercise price of the options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION MATTERS
The Compensation Committee (the "Committee") of the Board of Directors is
composed entirely of independent, non-employee directors. One of the primary
responsibilities of the Committee is to recommend to the Board the appropriate
level of executive compensation.
In making its recommendations, the Committee seeks to attract, retain and
motivate the most qualified executives available by offering an
industry-competitive, performance-based executive compensation package. The
Committee's recommendations attempt to offer fair and reasonable fixed
compensation (i.e. base salary) tied to the individual executive's skills and
responsibilities and a variable compensation component (i.e. annual incentive
compensation) tied to the executive's and the Company's results over the most
recent fiscal year.
The Committee annually reviews the competitiveness of executive base salary and
incentive compensation relative to similar size manufacturing companies. As
dictated by general business conditions and competitive restraints, the
Committee recommends adjustment to the executive's base salary and
modifications to the annual incentive compensation for executives.
Executive compensation currently consists of base salary coupled with cash and
stock option awards granted under the Rexworks Inc. Management Incentive
Compensation Program (the "Program").
Base Salary
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In determining the appropriate level of base salary, the committee considers
the executive's experience, job responsibilities and performance, taking into
consideration pay received by executives with similar responsibilities at
companies of a size comparable to Rexworks.
Management Incentive Compensation Program
The Management Incentive Compensation Program links a portion of each
executive's pay to the Company's overall performances as well as the successful
and timely achievement of individual objectives.
Through the 1996 fiscal year, the Program set target bonus percentages from 20%
to 30% of the participant's base salary, depending upon the Company's
achievement of key financial performance measures and the individual's
achievement of strategic and operational objectives. Company performance
measures are developed each year by management and reviewed and approved by the
Committee. Individual performance measures are approved by the Committee and
are set by identifying significant strategic results needed to meet the
Company's long term performance objectives.
Bonus awards are paid in cash. In addition, through the 1995 fiscal year, each
participant received a predetermined number of stock options if Company
performance targets were met. No cash payments were made under this plan for
1995 or 1996 performance.
Chief Executive Officer Compensation
The Committee sets the chief executive officer's base salary taking into
consideration pay for chief executive officers of other companies of similar
size, complexity and performance.
Mr. Michael C. Hadjinian, who served as the Company's President until December
1996, received a base annual salary of $170,000. Mr. Hadjinian also
participated in the Management Incentive Compensation Program; therefore, a
significant portion of his overall compensation was at risk and dependent upon
the Company's performance.
When Mr. Hadjinian began his employment with the Company in 1992, he was
granted options to purchase 50,000 shares of the Company's Common Stock at an
option price of $2.00 per share. The grant of these options was approved by
the Board of Directors upon recommendation of the Compensation Committee and
was intended to provide an ongoing performance incentive by increasing Mr.
Hadjinian's stake in the Company's future performance. These options expired
upon Mr. Hadjinian's voluntary resignation as President. In order to encourage
Mr. Hadjinian's continued involvement with the Company, and to compensate him
for his continued service on the Company's Board of Directors, Mr. Hadjinian
was granted options on December 30, 1996 to purchase 50,000 shares of the
Company's Common Stock at an option price of $2.25 per share. These options
expire on November 30, 1997.
Following the resignation of Mr. Hadjinian as the Company's President and Chief
Executive Officer in December 1996, the Board retained the services of Mr.
Laurance R. Newman to serve as interim President and Chief Executive Officer
until such time as the Board has completed a search for a permanent
replacement. Under the Company's arrangement with Mr. Newman, he receives a
base salary and other consulting compensation not to exceed $42,000 per
quarter.
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Respectfully submitted by the Rexworks Inc. Compensation Committee:
Warner C. Frazier, Chairman Jeffrey L. Bleustein
Frederick L. Brengel Richard A. Van Deuren
INFORMATION ABOUT COMPENSATION PLANS
All employees of the Company participate in the Rexworks Employee Stock Plan
("the Employee Stock Plan") after completing one year of service. The Employee
Stock Plan is a stock bonus plan that is qualified under section 401(a) of the
Internal Revenue Code. Under the Employee Stock Plan, the Company may make
annual contributions of Common Stock or cash to purchase shares of Common Stock
in amounts determined by the Board of Directors of the Company, which are
allocated to the account of each participant in proportion to the ratio of the
participant's taxable earnings from the Company to the taxable earnings of all
participants during the year. The Company did not make any contributions to
the plan in 1996 and the Board of Directors has not authorized any further
contributions to the plan at this time.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT;
OTHER EMPLOYMENT ARRANGEMENTS
The Company has entered into employment contracts with a number of its
executive officers. The employment contract with Mr. Klinck provide severance
payments of one year's salary upon termination other than by reason of death,
retirement, disability, or resignation. If a change of control occurred less
than two years prior to such termination, the payment is tripled, subject to
reduction under certain circumstances. The employment contract with Mr. Vogus
requires the payment of one year's salary upon a change in control. The term
"change of control" is defined to mean any change in the composition of the
Board of Directors of the Company resulting in a majority of the present Board
of Directors not constituting a majority thereafter; provided, however, that in
making such determination, directors who were elected by, or on the
recommendation of, such present majority shall be deemed a member of the
present Board of Directors. The maximum liability represented by all contracts
with current Company employees is $878,125 assuming current salaries and that
maximum payments are made as a result of a change of control.
STOCKHOLDER'S PROPOSALS FOR 1998 ANNUAL MEETING
It is anticipated that the 1998 Annual Meeting of Stockholder will be held on
or about May 25, 1998. In accordance with the provision of Rule 14a-8 of the
Proxy Rules of the Securities and Exchange Commission, any stockholder
proposals to be considered for possible inclusion in the Company's Proxy
Statement for that meeting must be received by Thomas D. Lauerman, the
Company's Secretary, 445 West Oklahoma Avenue, P.O. Box 2037, Milwaukee,
Wisconsin 53201, no later than the close of business on December 26, 1997.
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ANNUAL REPORT
The 1996 Annual Report of the Company has been prepared on an integrated basis
with the Company's Annual Report on Form 10-K. A copy of the Annual Report
accompanies this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/Thomas D. Lauerman
Thomas D. Lauerman
Secretary
Milwaukee, Wisconsin
April 25, 1997
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REXWORKS INC. COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints L.R. Newman and T.D. Lauerman, or
either one of them, with full power of substitution, as proxy of the
undersigned to attend the annual meeting of shareholders of Rexworks, Inc. to
be held on May 28, 1997, at 9:00 A.M., Central Daylight Time, at the offices of
Rexworks, Inc., located at 445 West Oklahoma Avenue, Milwaukee, Wisconsin or at
any adjournment thereof, and there to vote all shares of Common Stock which the
undersigned would be entitled to vote if personally present as specified upon
the following matters and in his discretion upon such other matters as may
properly come before this meeting.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF
ANNUAL MEETING AND ACCOMPANYING PROXY STATEMENT, RATIFIES ALL THAT SAID
PROXY OR HIS SUBSTITUTE MAY LAWFULLY DO BY VIRTUE HEREOF, AND REVOKES ALL
FORMER PROXIES.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON, DATE AND RETURN THIS
PROXY. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
REXWORKS INC. 1997 ANNUAL MEETING
1. ELECTION OF DIRECTORS: 1 - B.A. BEDA 2 - J.L. BLEUSTEIN 3 - F.L. BRENGEL / /FOR all / /WITHHOLD AUTHORITY
4 - W.C. FRAZIER 5 - R.A. VAN DEUREN nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
__________________________________
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) /_________________________________/
of the nominee(s) in the box provided to the right.)
2. Ratification and approval of the appointment of Arthur Andersen LLP, Certified
Public Accountants, as the Company's independent public accountants for 1997. / / FOR / / AGAINST / / ABSTAIN
Address Change?
MARK BOX / / Date _____________________________ NO. OF SHARES
__________________________________
Indicate changes below: /_________________________________/
SIGNATURE(S) IN BOX
If signing as attorney, executor,
administrator, trustee or guardian,
please add your full title as such.
If shares are held by two or more
persons, all holders must sign the
proxy.