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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 /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-11(c) or Rule 14a-12
AIRPORT SYSTEMS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
David D. Gatchell, Attorney for the Registrant
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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AIRPORT SYSTEMS INTERNATIONAL, INC.
11300 WEST 89TH STREET
OVERLAND PARK, KANSAS 66214
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 10, 1996
Notice is hereby given that the Annual Meeting of the Stockholders of
Airport Systems International, Inc. (the "Company"), will be held at The Kansas
City Marriott Downtown, 200 West 12th Street, Kansas City, Missouri, on
Tuesday, September 10, 1996, commencing at 2:00 p.m. Kansas City time, to
consider and act upon the following matters and such other business as may
properly come before the meeting or any adjournment thereof:
1. The election of two (2) Class III directors to serve for a term
of three years expiring in 1999; and
2. The ratification of the Board of Directors' appointment of Ernst
& Young as independent public accountants.
Holders of record of the outstanding Common Stock of the Company at the
close of business on July 19, 1996, are entitled to vote at the meeting or any
adjournment thereof.
By Order of the Board of Directors,
THOMAS C. CARGIN
Secretary
Overland Park, Kansas
August 2, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES. YOUR SHARES CANNOT BE VOTED
UNLESS YOU SIGN AND RETURN A PROXY OR VOTE BY BALLOT AT THE MEETING.
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AIRPORT SYSTEMS INTERNATIONAL, INC.
11300 WEST 89TH STREET
OVERLAND PARK, KANSAS 66214
PROXY STATEMENT
GENERAL INFORMATION
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy is being solicited on behalf of the Board of Directors
of Airport Systems International, Inc. (the "Company") for use at the Annual
Meeting of the Stockholders to be held on September 10, 1996 (the "Meeting"),
or at any adjournment thereof. Any proxy given does not affect the right to
vote in person at the Meeting and may be revoked at any time before it is
exercised by notifying Thomas C. Cargin, Secretary, by mail, telegram,
facsimile, or appearing at the Meeting in person and requesting a ballot. This
Proxy Statement and the proxy were first mailed to stockholders on or about
August 2, 1996.
All expenses of solicitation will be borne by the Company. In addition to
solicitations by mail, regular employees and Directors of the Company may
solicit proxies in person or by telephone. The Company does not expect to pay
any compensation for the solicitation of proxies.
VOTING PROCEDURES
Shares represented by a properly signed proxy received pursuant to this
solicitation will be voted in accordance with instructions thereon. If the
proxy is properly signed and returned and no instructions are given on the
proxy with respect to the matters to be acted upon, the shares represented by
the proxy will be voted at the Meeting for the election, as directors of the
Company, of the nominees hereinafter named and for the ratification of the
appointment of Ernst & Young as independent public accountants of the Company.
If any of the nominees should unexpectedly become unavailable for election for
any reason, the shares represented by the proxy will be voted for such
substituted nominee or nominees as the Board of Directors may name. Each of
the nominees hereinafter named has indicated his willingness to serve if
elected, and it is not anticipated that any of them will become unavailable for
election.
The proxy confers discretionary authority, with respect to the voting of
the shares represented thereby, on any other business that may properly come
before the Meeting. The Board of Directors is not aware that any such other
business, other than as set forth in this Proxy Statement and except for
matters incident to the conduct of the Meeting, is to be presented for action
at the Meeting and does not itself intend to present any such other business;
however, if any such other business does come before the Meeting, shares
represented by proxies properly signed and returned pursuant to this
solicitation will be voted as directed by the Board of Directors.
The two nominees for Director receiving the greatest number of votes at
the Meeting will be elected as Directors. Any shares not voted (whether by
abstention, broker non-vote, or otherwise) have no impact in the election of
directors except to the extent the failure to vote for an individual results in
another individual receiving a larger proportion of the total votes. The
ratification of the appointment of independent public accountants requires the
affirmative vote of a majority of shares present in person or represented by
proxy, and entitled to vote on the matter. For purposes of determining the
outcome of the vote on this matter, an instruction to "abstain" from voting on
a proposal will be treated as shares present and entitled to vote, and will
have the same effect as a vote against a proposal. "Broker non-votes," which
occur when brokers are prohibited from exercising discretionary voting
authority for beneficial owners who have not provided voting instructions, are
not counted for the purpose of determining the number of shares present in
person or represented by proxy on a voting matter and will have no effect on the
outcome of the vote on the ratification of appointment of accountants.
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Only holders of Common Stock of the Company of record as of the close of
business on July 19, 1996, are entitled to vote at the Meeting. At the close
of business on that date, 2,230,500 shares of Common Stock were outstanding.
Holders of Common Stock are entitled to one (1) vote per share standing in
their names on the record date. Shares cannot be voted at the Meeting unless
the owner is present in person or represented by proxy.
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SECURITY OWNERSHIP
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of shares of the Company's Common Stock at May 16, 1996, by (i) the
stockholders known by the Company to own beneficially more than 5% of the
Common Stock, (ii) each director of the Company who owns beneficially any
Common Stock, (iii) each executive officer named in the "Summary Compensation
Table," and (iv) all directors and executive officers of the Company as a
group. Unless otherwise indicated, the Company believes that each stockholder
listed below has sole voting and investment power with respect to the Common
Stock indicated as beneficially owned by them.
Number of Shares Percent of
Name and Address Beneficially Owned(1) Class
- ---------------- --------------------- ----------
Allsop Venture Partners III L.P. ........... 367,527(2) 16.5
7400 College Boulevard, Suite 302
Overland Park, KS 66210
Gilder, Gagnon, Howe & Co. ................. 693,875(3) 31.1
1775 Broadway
New York, NY 10019
Wellington Management Company .............. 189,300(4) 8.5
75 State Street
Boston, MA 02109
Keith S. Cowan ............................. 135,810(5) 5.8
Airport Systems International, Inc.
11300 West 89th Street
Overland Park, KS 66214
Thomas C. Blackburn ........................ 107,865(6) 4.8
Kansas Venture Capital, Inc.
6700 Antioch, Suite 460
Overland Park, KS 66204
Robert D. Taylor ........................... 29,300 1.3
Taylor Financial
1313 North Webb Rd., Suite 260
Wichita, KS 67206
Thomas C. Cargin ........................... 43,728(7) 1.9
Airport Systems International, Inc.
11300 West 89th Street
Overland Park, KS 66214
Michael M. Warner .......................... 15,000(8) *
Airport Systems International, Inc.
11300 West 89th Street
Overland Park, KS 66214
John R. Wharton ............................ 40,078(9) 1.8
Airport Systems International, Inc.
11300 West 89th Street
Overland Park, KS 66214
All directors and executive officers as a
group (10 persons)........................ 422,257(10) 17.1
________________________
* Less than one percent.
(1) Pursuant to the rules of the Securities and Exchange Commission ("SEC"),
shares of Common Stock of the Company which an individual or a group has a
right to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purpose of computing the
percentage of ownership of such
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individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(2) Allsop Venture Partners III L.P., a Delaware limited partnership,
beneficially owns 367,527 shares of the Company's Common Stock. Mark
Venture Partners L.P., a Delaware limited partnership, the general partner
of Allsop Venture Partners III, L.P. and Robert W. Allsop, Robert L. Kuk,
Larry C. Maddox, and Paul D. Rhines, the individual general partners of
Mark Venture Partners L.P., all share voting and dispositive power as to
such shares. Mark Venture Partners L.P. and all of its individual general
partners disclaim beneficial ownership of such shares except to the extent
of their economic interest therein.
(3) According to a letter to the Company dated July 16, 1996, Gilder, Gagnon,
Howe & Co., a broker or dealer registered under Section 15 of the
Securities Exchange Act of 1934, reported beneficial ownership as to
693,875 shares of Common Stock of the Company held as of December 31,
1995, and reported that it had shared voting and dispositive power over
202,400 of such shares and sole dispositive power over 491,475 of such
shares. The aforesaid letter also reported that as of December 31, 1995,
485,225 of such shares were held in customer accounts over which one or
another of its partners or employees may have discretion to purchase or
dispose of such securities, but over which Gilder, Gagnon, Howe & Co. does
not have discretion, 197,700 of such shares were held in accounts owned by
its partners and by its partners' families in accounts controlled by
partners, 4,700 of such shares were held in the account of its firm profit
sharing plan which is controlled by certain of its partners, and 6,250 of
such shares were held in the name of an employee of Gilder, Gagnon, Howe &
Co. Gilder, Gagnon, Howe & Co. disclaims beneficial ownership as to all
such shares.
(4) According to Schedule 13G sent to the Company, Wellington Management
Company, in its capacity as an investment advisor, reported beneficial
ownership as to 189,300 shares of Common Stock of the Company held as of
December 31, 1995, and reported that it had shared voting power with
respect to 134,300 of such shares and shared dispositive power over
189,300 of such shares.
(5) Includes presently exercisable options to purchase 121,917 shares of
Common Stock of the Company and 500 shares over which Mr. Cowan shares
voting and investment power.
(6) These shares of Common Stock of the Company are owned by Kansas Venture
Capital, Inc. of which Mr. Blackburn is the Vice President and as such may
be deemed to be a beneficial owner of these shares. Mr. Blackburn
disclaims such beneficial ownership.
(7) Includes presently exercisable options to purchase 28,583 shares of
Common Stock of the Company.
(8) Includes presently exercisable options to purchase 15,000 shares of
Common Stock of the Company.
(9) Includes presently exercisable options to purchase 28,583 shares of
Common Stock of the Company
(10) Includes presently exercisable options to purchase 232,666 shares of
Common Stock of the Company held by executive officers and directors as a
group.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholder proposals to be considered for inclusion in the Proxy
Statement and considered at the 1997 Annual Meeting of Stockholders must be
received by the Company no later than April 11, 1997. Any such proposals
should be directed to the Secretary of the Company at 11300 West 89th Street,
Overland Park, Kansas 66214.
I. ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, with
the term of office of each class ending in successive years. The terms of the
Directors of Class III expire with this Meeting. Each of the two nominees for
Class III, if elected, will serve three years until the 1999 Annual Meeting of
Stockholders and until a successor has been elected and
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qualified. The current Directors of Classes I and II will continue in office
until the 1997 and 1998 Annual Meetings, respectively.
NOMINEES FOR DIRECTORS
The following information is given with respect to the nominees for
election.
Class III - Nominees to Serve Three Years Until 1999 Annual Meeting
KEITH S. COWAN, age 42, has served as President and a Director of the Company
since September 1991, and as Chief Executive Officer of the Company since
August 1993. Prior to joining the Company, Mr. Cowan was an employee of the
Teledyne Controls Division of Teledyne, Inc. for more than five years, last
serving as Vice President, Airport and Instrumentation Products. Mr. Cowan has
over twenty-two years of system engineering, project management, and corporate
experience in the development, manufacturing, and sale of electronic systems.
ROBERT D. TAYLOR, age 49, has served as a Director of the Company since
September, 1994. Mr. Taylor is President of Taylor Financial, a financial and
management consulting firm. From 1991 to October 1995, he was Chairman of the
Board of Directors and Chief Executive Officer of Railroad Financial
Corporation, parent of Railroad Savings Bank. Prior to 1991, Mr. Taylor held
various executive and financial positions with Delvan Enterprises,
Rent-A-Center, Inc., and the Coastal Corporation. Mr. Taylor, a Certified
Public Accountant, is a member of the Board of Directors of Sirloin Stockade
International, Inc. Mr. Taylor serves on the Compensation and Audit
Committees.
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
The following information is given with respect to the Directors of Class
I and II, who will continue to serve as Directors of the Company until the 1997
and 1998 Annual Meetings of Stockholders, respectively.
Class I - Serving Until 1997 Annual Meeting
THOMAS C. BLACKBURN, age 36, has served as a Director of the Company since its
organization in May 1991, and served as its Secretary until March 1993. Mr.
Blackburn has served as a Vice President of Kansas Venture Capital, Inc.
("KVCI"), a licensed small business investment company, since November 1988.
KVCI is a private SBIC organized to finance growth-oriented Kansas businesses.
Mr. Blackburn has over eleven years experience in the investment industry in a
variety of capacities. He is a member of the Stock Option Committee.
THOMAS C. CARGIN, age 41, has served as Vice President - Finance and
Administration of the Company since December 1991, as its Secretary since March
1993, and as a Director of the Company since October 1993. Prior to joining
the Company, Mr. Cargin was a partner in the accounting firm of Ifft & Barber
since 1989 and prior to that was an employee of DYMON, Inc., a specialty
chemical manufacturer located in Kansas City, Kansas, since 1983, last serving
as Vice President of Finance and Chief Financial Officer. Mr. Cargin is a
Certified Public Accountant with over eighteen years of public accounting and
private industry accounting experience. He is also a licensed pilot holding an
instrument rating.
Class II - Serving until 1998 Annual Meeting
MICHAEL J. MEYER, age 40, has served as a Director of the Company since its
organization in May 1991, as its Chairman until March 7, 1995, and as its
President through September 1991. Mr. Meyer is a Senior Vice President with
George K. Baum & Company, an investment banking firm, which he joined in
February, 1995. Prior to that, for more than the past five years Mr. Meyer was
a Principal in the general partner of Allsop Venture Partners III L.P. ("AVP"),
a private equity fund engaged in financing growth-oriented private companies
and acquisitions. Mr. Meyer has over thirteen years of experience
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in growth company financing in the venture capital industry and investment
banking and is a Certified Public Accountant. He is a member of the Audit
Committee.
WALTER H. STOWELL, JR., age 59, has served as Chairman of the Board since March
7, 1995 and a Director of the Company since May 18, 1994. Mr. Stowell retired
from Raytheon Company on April 1, 1994, after being an employee of Raytheon
since 1960 in a variety of positions, last serving as a Senior Vice President
and General Manager of the Equipment Division. Raytheon Company is a
diversified, multi-industry, technology-based company, whose equipment division
develops and builds military and commercial radars, air traffic control
systems, satellite terminals, communications equipment, computers and missile
fire control systems. He is a member of the Compensation and Stock Option
Committees.
COMMITTEES AND DIRECTOR MEETINGS
The Board of Directors has established an Audit Committee, a Compensation
Committee, and a Stock Option Committee. The entire Board of Directors acts as
the nominating committee responsible for selecting candidates for election as
Directors. Stockholders wishing to submit the name of a candidate for the
Board of Directors should submit the recommendation, along with biographical
information, to the Secretary of the Company. The Audit Committee's
responsibilities include recommending to the Board of Directors the public
accounting firm to be engaged to audit the Company and reviewing with the
independent accountants the plan for, and results of, the auditing engagement
and the Company's internal accounting controls. The Audit Committee, which
held two formal meetings, is comprised of a majority of outside directors and
its current members consist of Messrs. Taylor and Meyer. The Compensation
Committee, which met once during the last fiscal year, is comprised of
directors, and has been given the responsibility of setting and administering
the policies which govern the annual compensation of the Company's executive
officers, as well as the Company's benefit plans other than the Stock Option
Plan. The current members of the Compensation Committee are Messrs. Taylor and
Stowell. The Company's Stock Option Plan is administered by a committee of two
independent directors who may not receive options under the Stock Option Plan.
Messrs. Stowell and Blackburn currently comprise the Stock Option Committee,
which held one meeting during the last fiscal year.
The Board of Directors held six special and regularly scheduled meetings
during the fiscal year ended April 30, 1996. During such fiscal year, each
director, other than Barry Harris, who resigned as a director of the Company
effective May 16, 1996, attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and the total number of meetings
held by all Committees of the Board of Directors on which the Director served
during the last fiscal year. Mr. Harris attended only 50% of the Board
meetings.
DIRECTOR COMPENSATION
Each Director who is not a salaried employee of the Company is paid a fee
of $3,000 for each Board meeting attended up to a maximum of $12,000 per year,
plus $500 for each meeting of a committee of the Board attended. No Director
who is an employee of the Company will receive compensation for services
rendered as a Director.
EXECUTIVE COMPENSATION
The following table sets forth information concerning cash and non-cash
compensation paid to or accrued for the benefit of each of the Company's Chief
Executive Officer and certain other executive officers of the Company ("Named
Executive Officers") for all services rendered in all capacities to the Company
for the fiscal periods ended April 30, 1996, 1995 and 1994. No other executive
officer of the Company received a salary and bonus in excess of $100,000 for the
last fiscal year.
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SUMMARY COMPENSATION TABLE
Long Term
Compensation
------------
Awards
------------
Shares
Annual Compensation Underlying
Name and -------------------------- Options All Other
Principal Position Year(1) Salary Bonus Other (#) Compensation(2)
- ------------------------------------- ------- -------- ------- ------- ------------------ ---------------
Keith S. Cowan 1996 $139,000 $ --- $831(3) --- $1,390
President and CEO 1995 139,000 --- 809 --- 1,390
1994 129,515 51,523 533 22,750 1,118
Michael M. Warner 1996 $110,000 $ --- $--- --- $ 254
Vice President-Business Development 1995 25,385 --- --- 35,000 ---
John R. Wharton 1996 $93,131 $15,557 $--- --- $ 931
Vice President-Sales 1995 92,500 --- --- --- 676
1994 90,538 20,496 --- 14,000 767
_________________________
(1) The Company was incorporated on May 1, 1991, and began operations on May
22, 1991.
(2) Consists of Company matching contributions made on behalf of Messrs.
Cowan, Warner and Wharton under the Company's 401(k) Savings Plan.
(3) Consists of monthly dues paid on a Company-owned membership at a golf and
country club of which Mr. Cowan presently is the Company's designated
member.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth, for each of the Named Executive Officers
in the Summary Compensation Table above, the fiscal year-end number and value
of unexercised options. No options were exercised by the Named Executive
Officers during the fiscal year ended April 30, 1996.
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at April 30, 1996 at April 30, 1996(1)
---------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- ------------- ----------- -------------
Keith S. Cowan ..... 121,916 5,834 $582,363 $---
Michael M. Warner .. 15,000 20,000 --- ---
John R. Wharton .... 28,583 2,917 120,170 ---
____________________
(1) The value of unexercised in-the-money options is the difference between
the exercise price of the options and the fair market value of the
Company's Common Stock at April 30, 1996 ($5.625 per share).
EMPLOYMENT ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company entered into a written employment agreement effective June 22,
1993, with Keith S. Cowan. The agreement provides for Mr. Cowan to be employed
by the Company for a minimum period of three years following its effective
date. The Company recently extended Mr. Cowan's employment agreement to
December 22, 1997 on the same terms and conditions.
As compensation for services rendered to the Company, the agreement
provides for Mr. Cowan to receive (i) a base annual salary of $139,000 which
may be adjusted above such base amount from time to time by action of the Board
of Directors, and (ii) a performance-based bonus, the amount of which is
determined by reference to such criteria as may be established by the Board of
Directors.
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The Company also entered into a substantially similar written employment
agreement effective October 11, 1993, with John Wharton. The agreement
provides for Mr. Wharton to be employed by the Company for a minimum period of
three years following its effective date.
As compensation for services rendered to the Company, the agreement
provides for Mr. Wharton to receive (i) a base salary of $90,000 which may be
adjusted above such base amount from time to time by action of the Board of
Directors, and (ii) a performance-based bonus, the amount of which is
determined by reference to such criteria as may be established by the Board of
Directors.
Each of Mr. Cowan's and Mr. Wharton's employment may be terminated by the
Company for cause (as defined in the agreements) or without cause. If Mr.
Cowan's or Mr. Wharton's employment is terminated for cause or if either
resigns, any unearned salary and bonus rights will cease on the date of such
termination or resignation. If the Company terminates Mr. Cowan or Mr. Wharton
without cause, all compensation payments will continue through the remainder of
the agreements' terms or 12 months, whichever is greater. Pursuant to the
agreements, Mr. Cowan and Mr. Wharton have agreed to refrain from (i)
disclosing the Company's confidential information and (ii) for a one-year
period following termination of employment engaging, directly or indirectly, in
any ground-based navigation aids business which competes with the Company.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed Ernst & Young as
independent public accountants to audit and certify the Company's financial
statements for the fiscal year ending April 30, 1996, subject to ratification
and approval by the stockholders at the Meeting.
Ernst & Young has examined the financial statements of the Company since
its organization in 1991. Representatives of Ernst & Young are expected to be
present at the Meeting, will be given the opportunity to make a statement if
they desire to do so, and are expected to be available to respond to
appropriate questions. The affirmative vote of a majority of the shares
present and entitled to vote at the Meeting is required for the approval of
this proposal to ratify the appointment. If the stockholders do not ratify the
appointment of Ernst & Young, the selection of independent public accountants
will be reconsidered by the Board of Directors.
The Board of Directors recommends that the stockholders vote FOR the
approval of the appointment.
By Order of the Board of Directors,
THOMAS C. CARGIN
Secretary
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APPENDIX A
PROXY AIRPORT SYSTEMS INTERNATIONAL, INC.
11300 West 89th Street, Overland Park, KS 66214
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 10, 1996
The Board of Directors recommends a vote FOR items 1 and 2.
The undersigned hereby appoints Keith S. Cowan and Thomas C. Cargin, and each
of them, or their designees, each with full power of substitution, as lawful
proxies to represent and vote all of the shares of Common Stock which the
undersigned is entitled to vote at the annual meeting of the stockholders of
the Company to be held on Tuesday, September 10, 1996, commencing at 2:00 p.m.
Kansas City time on that day, and at any adjournment or adjournments thereof,
as fully and with the same effect as the undersigned might or could do if
personally present, with respect to the following matters and, in their
discretion upon any other matters which may properly come before the meeting:
1. Election of two (2) Class III directors to serve for a term of three years
ending in 1999. The nominees are: Keith S. Cowan and Robert D. Taylor.
/ / FOR all nominees listed. / / WITHHOLD AUTHORITY to vote / / FOR all nominees EXCEPT
for all nominees listed. nominee written in space below:
__________________________________________________________
2. Ratification of the appointment of Ernst & Young as independent accountants.
/ / FOR / / AGAINST / / ABSTAIN
(continued, and to be signed, on the other side)
(Proxy - continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2.
Either of said proxies present and acting at said meeting or any adjournment
or adjournments thereof shall have and may exercise all of the powers of all of
said proxies. The undersigned hereby ratifies and confirms all that said
proxies, or either of them or their substitutes, may lawfully do or cause to be
done by virtue hereof, and acknowledges receipt of the notice of said meeting
and the Proxy Statement accompanying it.
Dated _______________________________, 1996
___________________________________________
___________________________________________
Please insert date of signing. Sign exactly
as name appears at left. If signing as
attorney, administrator, executor, trustee,
or guardian, give full title as such.