SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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/_/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
________________________________________________________________________________
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________________________________________________________________________________
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/_/ 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:
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pursuant to Exchange Act Rule 0-11:*
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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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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
MID-IOWA FINANCIAL CORP.
123 West Second Street North
Newton, Iowa 50208
(515) 792-6236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 20, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Mid-Iowa Financial Corp. ("Mid-Iowa" or the "Company") will be
held at the office of Mid-Iowa Savings Bank, located at 123 West 2nd Street
North, Newton, Iowa on January 20, 1997 at 5:00 P.M., local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the
election of two directors of the Company and such other matters as may properly
come before the Meeting, or any adjournments thereof. The Board of Directors is
not aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on November 25, 1996
are the stockholders entitled to vote at the Meeting, and any adjournments
thereof. A complete list of stockholders entitled to vote at the Meeting will be
available for inspection by stockholders at the offices of the Company during
the ten days prior to the Meeting as well as at the Meeting.
You are requested to complete, sign and date the enclosed Proxy Card
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The Proxy Card will not be used if you attend and vote
at the Meeting in person.
By Order of the Board of Directors
/s/ Kevin D. Ulmer
Kevin D. Ulmer
President and Chief
Executive Officer
Newton, Iowa
December 19, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
PROXY STATEMENT
MID-IOWA FINANCIAL CORP.
123 West Second Street North
Newton, Iowa 50208
(515) 792-6236
ANNUAL MEETING OF STOCKHOLDERS
January 20, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Mid-Iowa Financial Corp., ("Mid-Iowa" or
the "Company"), the holding company for Mid-Iowa Savings Bank, FSB (the "Bank"),
of proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at Mid-Iowa Savings Bank located at 123 West 2nd
Street, North, Newton, Iowa on January 20, 1997 at 5:00 P.M., local time, and
all adjournments or postponements of the Meeting. The accompanying Notice of
Meeting, proxy card and this Proxy Statement are first being mailed to
stockholders on or about December 19, 1996. Certain information provided herein
relates to the Bank, a wholly owned subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company.
Voting Rights and Proxy Information
All shares of Company common stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the Board of Directors'
nominees. The Company does not know of any matters, other than as described in
the Notice of Meeting, that are to come before the Meeting. If any other matters
are properly presented at the Meeting for action, the persons named in the
enclosed form of proxy will have the discretion to vote on such matters in
accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
stockholders. Proxies marked as abstaining with respect to a proposal have the
same effect as votes against the proposal. Broker non-votes have no effect on
the vote. One-third of the shares of the Company's Common Stock present, in
person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Gary R. Hill,
Secretary, Mid-Iowa Financial Corp., 123 West Second Street North, Newton, Iowa
50208.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on November 25, 1996
will be entitled to one vote for each share then held. As of that date, the
Company had 1,650,880 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of (i) those
persons or entities known by management to beneficially own more than five
percent of the Company's Common Stock and (ii) all directors and executive
officers as a group. The share amounts set forth below and elsewhere in this
Proxy Statement reflect the Company's 100% stock dividend paid on February 24,
1995.
Shares Beneficially Percent of
Beneficial Owner Owned Class
- ---------------- ----- -----
Kevin D. Ulmer
123 West Second Street North
Newton, Iowa 50208(1) 109,136 6.61%
Gary R. Hill
123 West Second Street North
Newton, Iowa 50208(2) 94,532 5.67
Jerome H. and Susan B. Davis
11 Baldwin Farms North
Greenwich, Connecticut 06831(3) 103,752 6.28
I.S.B. Bancorporation, Inc.
L.B.T. Bancorporation
First Liberty Bancorp
Winnebago County Bancorporation
4201 Westown Parkway
Suite 320
West Des Moines, Iowa 50266(4) 121,000 7.33
Directors and executive officers
of Mid-Iowa and the Bank
as a group (7 persons)(5) 401,826 23.36
- --------------
(1) Includes 81,476 shares held directly, 4,844 shares held by Mr. Ulmer's
spouse and 3,616 shares held by Mr. Ulmer's minor children, with respect
to which shares Mr. Ulmer may be deemed to have sole or shared voting and
investment power. The amount includes 4,896 restricted shares of Common
Stock granted to Mr. Ulmer under the Company's Management Recognition and
Retention Plan (the "MRP"). The amount reported also includes 9,600 shares
of Common Stock held by the Bank's Profit Sharing Plan and 9,600 shares of
Common Stock held by the Bank's Retirement Plan. Mr. Ulmer is one of three
trustees for both plans.
(2) Includes 38,266 shares held directly, 19,350 shares held by Mr. Hill's
spouse and 2,400 shares held by Mr. Hill's minor children, with respect to
which Mr. Hill may be deemed to have sole or shared voting and investment
power. This amount includes 2,448 restricted shares of Common Stock
granted to Mr. Hill under the MRP. This amount includes an option to
purchase 15,316 shares of Common Stock granted under the Stock Option
Plan, which is currently exercisable. The amount reported also includes
9,600 shares of Common Stock held by the Bank's Profit Sharing Plan and
9,600 shares of Common Stock held by the Bank's Retirement Plan. Mr. Hill
is one of three trustees for both plans.
(3) As reported in a joint statement as of August 7, 1995, on Amendment No. 2
to Schedule 13D under the Securities Exchange Act of 1934, as amended. Mr.
Jerome H. Davis and Ms. Susan B. Davis reported shared voting and
dispositive power as to all of such shares.
(4) Beneficial owners represent four one-bank holding companies which
beneficially own 83,000, 2000, 30,000 and 6,000 shares, respectively. The
companies report joint ownership of these shares due to their existing
management and ownership structures.
(5) Includes shares held directly, as well as jointly with family members or
held by trust, with respect to which shares the listed individuals or
group members may be deemed to have sole or shared voting and investment
powers. This amount includes awards of 7,344 restricted shares of Common
Stock granted to executive officers under the MRP which have not yet
vested. This amount also includes 9,600 shares held by the Bank's Profit
Sharing Plan and 9,600 shares held by the Bank's Retirement Plan over
which each of three directors are deemed to have shared voting and
investment power as a result of their positions as trustees of both plans.
The amount reported above also includes options to purchase 69,172 shares
of Common Stock granted to directors and executive officers under the
Stock Option Plan which options are currently exercisable. The amount
reflected above excludes shares held by family members that do not live in
the same household as such officers and directors, with respect to which
beneficial ownership is expressly disclaimed.
2
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently composed of six members,
each of whom is also a director of the Bank, and, assuming Dr. Carney Loucks'
election at the Meeting, will consist of seven members thereafter. Directors are
generally elected to serve for three-year terms or until their respective
successors are elected and qualified. The directors are divided into three
classes, and approximately one-third of the directors are elected annually.
The table below sets forth certain information regarding the
composition of the Company's Board of Directors, including each director's term
of office. The Board of Directors acting as the nominating committee has
recommended and approved Dr. Carney D. Loucks and Mr. Ralph W. McAdoo as
nominees for director of the Bank and Company for terms of three years to expire
in January 2000. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is withheld as to a
nominee) will be voted at the Meeting FOR the election of the nominees. If a
nominee is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute nominee as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve if elected. Except as disclosed herein, there
are no arrangements or understandings between any director or nominee and any
other person pursuant to which the nominee was selected.
Shares of
Common Stock
Beneficially
Owned at
Director Term to November 25, Percent of
Name Age(1) Position(s) Held in the Company Since(2) Expire 1996 (3) Class (3)
- ---- ------ ------------------------------- -------- ------- ----------------- ----------
NOMINEES
--------
Carney D. Loucks 46 Director of the Company and the Bank -- 2000 (4) -- --%
Ralph W. McAdoo 72 Director of the Company and the Bank 1975 2000 (4) 50,688 (5) 3.05
DIRECTORS CURRENTLY IN OFFICE
-----------------------------
Kevin D. Ulmer 45 Director, President and Chief Executive 1990 1998 109,136 (5)(6) 6.61
Officer of the Company and the Bank
John E. Carl 55 Director of the Company and the Bank 1984 1998 21,250 1.28
David E. Sandeen 52 Director of the Company and the Bank 1985 1998 46,848 2.82
Gary R. Hill 49 Director, Executive Vice President, 1986 1999 94,532 (5)(6) 5.67
Secretary and Treasurer of the
Company and the Bank
John Switzer 71 Director of the Company and the Bank 1972 1999 35,692 2.15
John McConeghey 73 Director Emeritus of the Company 1968 1997 82,080 4.91
and the Bank
(footnotes on the following page)
3
- ----------------
(1) As of September 30, 1996.
(2) Includes service as a director of the Bank.
(3) Amount includes shares held directly and jointly with certain family
members or held by trusts of which the named individual is a trustee,
with respect to which shares the listed individuals or group members
may be deemed to have sole or shared voting and investment power. This
amount also includes options to purchase 15,316, 4,896 and 19,584
shares of Common Stock held by Messrs. Hill, Carl, and McConeghey
respectively, and an option to purchase 9,792 shares of Common Stock
held by each remaining director who is not a full-time employee, which
options are currently exercisable. The amount reported above excludes
shares held by family members that do not live in the same household as
such officers and directors, with respect to which beneficial ownership
is expressly disclaimed.
(4) Assuming the individual is elected at the Meeting.
(5) This amount includes 9,600 shares held by the Bank's Profit Sharing
Plan and 9,600 shares held by the Bank's Retirement Plan for which
Directors McAdoo, Ulmer and Hill are trustees.
(6) The amount reported above includes 4,896 and 2,448 restricted shares of
Common Stock granted to Messrs. Ulmer and Hill, respectively, under the
MRP.
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Carney D. Loucks has been nominated by the Company's Board of Directors
for a three-year term. Dr. Loucks has been a self-employed orthodontist in
Newton and Grinnell, Iowa for the past 13 years.
Ralph W. McAdoo has been a Director of the Bank since 1977 and of the
Company since its formation. Mr. McAdoo retired as President and Secretary of
the Bank in January 1990, and served the Bank in various capacities since 1967.
Kevin D. Ulmer is President and Chief Executive Officer of the Bank and
the Company, positions he has held with the Bank since January of 1990 and with
the Company since its formation. He joined the Bank in September of 1989 as
Executive Vice President. Prior to joining the Bank, Mr. Ulmer served as
President of First Federal Savings and Loan Association of York, Nebraska from
1986 to 1989.
John E. Carl has served as a Director of the Bank since 1984, and of
the Company since its formation. He is the majority owner of Central Iowa
Broadcasting, a company operating radio and television stations located in
Newton and Grinnell, Iowa.
David E. Sandeen has been a Director of the Bank since 1985, and of the
Company since its formation. He is the President of Midwest Manufacturing Co., a
manufacturer of auto parts, headquartered in Kellogg, Iowa, and President of
JBK/CREST Engineering Co., a specialty machining shop, located in Brookland
Park, Minnesota.
Gary R. Hill has been a Director of the Bank since 1986, and of the
Company since its formation. He presently serves the Bank and the Company as
Executive Vice President, Secretary and Treasurer. Mr. Hill has been with the
Bank since 1981.
John Switzer has been a Director of the Bank since 1972 and of the
Company since its formation. Prior to his retirement in 1993, he was a furniture
retailer in Newton, Iowa and an advertising executive with the Vernon Company,
also located in Newton.
4
John McConeghey currently serves as a Director Emeritus of the Company
and Bank. He was Chairman of the Board of the Bank from 1984 to January 1996 and
of the Company since its formation to January 1996. McConeghey retired in 1984
as a marketing executive for Newton Manufacturing Co., a manufacturing firm,
located in Newton, Iowa and continues to serve as director emeritus of Newton
Manufacturing Co.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors met
12 times during the fiscal year ended September 30, 1996. During the 1996 fiscal
year, no incumbent directors of the Company attended fewer than 75% of the total
number of Board meetings and committee meeting held by the committees of the
Board of Directors on which they served. The Company's directors are not paid a
fee for serving on the Company's Board.
The Company has standing Executive, Audit and Stock Option Committees.
The Executive Committee is composed of Directors Ulmer, Carl and
Sandeen. The Executive Committee meets, as necessary, to consider matters of
general importance to Mid-Iowa. All decisions of the Executive Committee are
ratified by the Board of Directors. The Executive Committee met one time during
fiscal 1996.
The Audit Committee is composed of all non-employee directors. The
Audit Committee reviews audit reports and related matters to ensure effective
compliance with regulatory and internal policies and procedures. This committee
met once during fiscal 1996.
The Stock Option Committee is composed of Directors Carl, McAdoo and
Switzer. The Stock Option Committee is responsible for administering the
Company's employee plans. The Stock Option Committee met one time during fiscal
1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any stockholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
the Company. Pursuant to the Company's Bylaws, nominations by stockholders must
be delivered in writing to the Secretary of the Company at least 30 days prior
to the date of the annual meeting.
Meetings and Committees of the Bank. Meetings of the Bank's Board of
Directors are generally held on a monthly basis. The Board of Directors met 12
times during the fiscal year ended September 30, 1996. During fiscal 1996, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served. Board fees are $600 per
member per month for Directors whom are non-employees.
The Board of Directors has various committees. The principal committees
include Executive, Pension Administration, Audit and Compensation Committees.
Directors do not receive compensation for service on or attendance at committee
meetings.
The Executive Committee of the Board of Directors generally acts in
lieu of the full Board of Directors between board meetings. The current members
of this committee are Directors Carl, Ulmer and Sandeen. The committee met once
during fiscal 1996.
The Pension Administration Committee consists of Directors McAdoo,
Ulmer and Hill and meets as needed to establish and implement the investment
policies of the employee benefit plans maintained by the Bank. The committee met
once during fiscal 1996.
5
The Compensation Committee establishes compensation levels for the
Bank's staff. The current members of this committee are Directors McAdoo, Carl
and Switzer. The committee met once during fiscal 1996.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons.
The following table sets forth information regarding compensation paid
by the Company and the Bank to their Chief Executive Officer. No other executive
officer was paid in excess of $100,000 during this period.
==============================================================================================================================
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
---------------------------------------
---------------------------------------
Annual Compensation Awards Payouts
---------------------------------------
- -------------------------------------------------------------------------------------------------------------
Restricted
Name and Other Annual Stock Options/ LTIP All Other
Principal Salary Bonus Compensation Award(s) SARs Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)(1)
- ------------------------------------------------------------------------------------------------------------------------------
Kevin D. Ulmer 1996 $82,980 $22,426 $ -- $ -- -- $ -- $12,739
President and
CEO 1995 80,048 32,943 -- -- -- -- 13,715
1994 77,250 33,802 -- -- -- -- 13,056
==============================================================================================================================
(1) Includes the Bank's contribution of $3,095, $3,328 and $3,264 under the
Bank's Profit Sharing Plan and $9,284, $9,985 and $9,792 under the Bank's
Retirement Plan for Mr. Ulmer for fiscal 1996, 1995 and 1994,
respectively. Also includes $360 in term life insurance premiums paid by
the Company during fiscal 1996 on behalf of Mr. Ulmer.
The following table provides information as to stock options exercised by
the Company's Chief Executive Officer during fiscal 1996 and the value of the
options held by the Chief Executive Officer on September 30, 1996.
========================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)(1)
-------------------------------------------------------------------
Shares
Name Acquired Value Realized Exercisable Unexercisable
on Exercise (#) ($) (#) (#) Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
Kevin D. 45,628 $256,258 -- -- $ -- $ --
Ulmer
========================================================================================================================
(1) Represents the aggregate market value of the option (market price of the Common Stock less the exercise price).
6
Employment Agreements
In October 1992, the Bank entered into an employment agreement with
Kevin D. Ulmer for a three year term. The employment agreement provides for an
annual base salary as determined by the Board of Directors, but not less than
Mr. Ulmer's salary immediately preceding the conversion of the Bank from mutual
to stock form. Salary increases are reviewed not less often than annually
thereafter, and are subject to the sole discretion of the Board of Directors.
The employment contract provides for an automatic extension for one additional
year upon authorization by the Board of Directors at the end of each year. The
contract provides for termination upon the employee's death, for cause or in
certain events specified by Office of Thrift Supervision regulations. The
employment contract is terminable by the employee upon 90 days' notice to the
Bank. The employment contract provides for payment to the employee in the event
there is a change in control of the Company or the Bank, as defined in such
agreement, where employment terminates involuntarily in connection with such
change in control or within 12 months thereafter, of the employee's salary
through the end of the contract and an additional amount representing the
employee's salary for the immediately preceding year, provided that payments
under the agreement may not exceed an amount that would cause certain adverse
tax consequences to the Bank and the employee under Section 280G of the Internal
Revenue Code of 1986, as amended. Such termination payment is also provided on a
similar basis in the event of a voluntary termination of employment in
connection with a change in control that was at any time opposed by the Bank's
or the Company's Board of Directors. Assuming a change in control were to take
place as of the date hereof, the aggregate amount payable to Mr. Ulmer pursuant
to this change in control provision would be approximately $354,435. The
contract provides, among other things, for participation in an equitable manner
in employee benefits applicable to executive personnel.
Certain Transactions
The Bank's current loan policy provides that no loans will be made to
officers and directors. Under prior loan policies, a loan was made to Gary R.
Hill in the ordinary course of business and on the same terms, including
collateral, but excluding interest rate, and conditions as those of comparable
transactions prevailing at the time, and which does not involve more than normal
risk of collectibility or present other unfavorable features. Mr. Hill received
an adjustable rate residential loan which adjusts approximately 2% below market
rates. The highest amount of such indebtedness outstanding during the last
fiscal year was $65,550 and the balance and interest rate at September 30, 1996
were $62,631 and 5.25%, respectively.
INDEPENDENT AUDITORS
The Board of Directors has renewed the Company's arrangement for KPMG
Peat Marwick LLP to be its auditors for the 1997 fiscal year. A representative
of KPMG Peat Marwick LLP is expected to attend the Annual Meeting to respond to
appropriate questions and will have an opportunity to make a statement if he or
she so desires.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office, 123 West
Second Street North, Newton, Iowa no later than August 15, 1997. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
7
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin D. Ulmer
Kevin D. Ulmer
President and Chief Executive Officer
Newton, Iowa
December 19, 1996
8
REVOCABLE PROXY
MID-IOWA FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS, JANUARY 20, 1997
The undersigned hereby appoints the Board of Directors of Mid-Iowa
Financial Corp. (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held on
January 20, 1997 at Mid-Iowa Savings Bank, located at 123 West 2nd Street
North, Newton, Iowa at 5:00 P.M., Newton, Iowa time, and at any and all
adjournments thereof, as follows:
I. The election as directors of all nominees listed below. /_/ FOR /_/ WITHHELD
CARNEY D. LOUCKS RALPH W. MCADOO
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
________________________________________________________________
The Board of Directors recommends a vote "FOR" the listed proposal.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournment thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
then the power of such attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement and the
Company's Annual Report to Stockholders for the fiscal year ended September 30,
1996.
Dated: ________________________________
_______________________________________
PRINT NAME OF STOCKHOLDER
_______________________________________
PRINT NAME OF STOCKHOLDER
Please sign exactly as your name
appears on the envelope in which this
card was mailed. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title. If shares are held jointly,
each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.