Isco, Inc.
4700 Superior Street
Lincoln, Nebraska 68504
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held December 11, 1997
The annual meeting of shareholders of Isco, Inc. will be held at The Cornhusker
Hotel, 333 South 13th Street, Lincoln, Nebraska on December 11, 1997 at
2:00 p.m. for the purpose of:
1. The election, as Directors, of three persons listed in the
accompanying Proxy Statement dated November 6, 1997.
2. Whatever other business may properly be brought before the meeting or
any adjournment thereof.
Only those shareholders of record at the close of business on October 17, 1997
shall be entitled to notice of the meeting and to vote at the meeting.
In order to assure a quorum, all shareholders are urged to attend the meeting or
to vote by proxy. In the event you are present at the meeting you may withdraw
your proxy if you wish to do so, and vote in person.
By Order of the Board of Directors
Robert W. Allington
Chairman and Chief Executive Officer
November 6, 1997
PROXY STATEMENT
November 6, 1997
GENERAL INFORMATION.
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Isco, Inc. (the "Company") for use at the annual
meeting of shareholders to be held on December 11, 1997. Shareholders of record
at the close of business on October 17, 1997 are entitled to notice of and to
vote at the meeting and any adjournment thereof.
This Proxy Statement was first mailed to shareholders on November 19, 1997.
As of the close of business on October 17, 1997, the Company had 5,672,092
shares of common stock outstanding ("Common Stock"), all of which are entitled
to vote at the annual meeting.
As of the record date, Robert W. Allington, 4700 Superior, Lincoln, Nebraska
68504, owned 2,736,343 shares or 47.75 percent of the Company's outstanding
Common Stock plus currently exercisable stock options. Mr. Allington does
not hold any stock options. As of the record date, Dimensional Fund
Advisors, Inc. owned 457,051 shares or 8.06 percent of the Common Stock
outstanding. Dimensional Fund Advisors, Inc. does not hold any stock options.
Each shareholder is entitled to one vote for each share on each matter
presented, except that in the election of Directors each shareholder shall have
the right to vote the number of shares owned by him or her for as many persons
as there are Directors to be elected, or to cumulate such shares and give one
candidate as many votes as the number of Directors multiplied by the number of
his or her shares, or to distribute them on the same principle among as many
candidates as he or she shall determine.
Proxies which are properly signed and returned will be voted at the annual
meeting. Shareholders may specify their preference by marking the appropriate
boxes on the proxy and the proxy will then be voted in accordance with such
specifications. In the absence of such specifications the proxy will be voted
for the election of the three nominees for Director and in accordance with the
instructions of the Board of Directors as to any other matters. A proxy is
revocable at any time before it is voted and a proxy is automatically revoked
upon the giving of a subsequent proxy. The Company will bear the cost of
solicitation of proxies, including the charges and expenses of brokers and
others for forwarding solicitation material to shareholders. In addition to the
use of mail, proxies may be solicited by personal interview, telephone,
facsimile or telegraph.
SHAREHOLDERS WHO ATTEND THE ANNUAL MEETING MAY VOTE IN PERSON EVEN THOUGH THEY
HAVE VOTED BY PROXY. HOWEVER, IF YOUR SHARES ARE HELD BY YOUR BROKER FOR YOUR
ACCOUNT AND YOU DO NOT PERSONALLY HOLD THE CERTIFICATES FOR THE SHARES, YOU
SHOULD MARK THE PROXY TO INDICATE THAT YOU PLAN TO ATTEND THE ANNUAL MEETING.
YOU WILL THEN RECEIVE A "LEGAL PROXY" SHOWING THE NUMBER OF SHARES YOU OWN.
BRING THAT "LEGAL PROXY" TO THE ANNUAL MEETING AND YOU WILL THEN BE CREDITED
WITH VOTING YOUR SHARES IN PERSON AT THE MEETING.
2
SHAREHOLDER PROPOSALS.
In the event that any shareholder desires to submit a proposal for action at the
1998 annual meeting of shareholders, such proposal must be received at the
Company's office at 4700 Superior Street, Lincoln, Nebraska 68504-1398, marked
to the attention of the President or Secretary of the Company, no later than
July 22, 1998. It is suggested that any shareholder desiring to submit a
proposal, do so by Certified Mail, Return Receipt Requested. Shareholders
should also note that, in addition to the requirement of timely receipt by the
Board of Directors of a proposal as stated above, such proposal will not be
included in the proxy solicitation material for the 1998 annual meeting of
shareholders unless it otherwise complies with the requirements of Section 14(a)
of the Securities Exchange Act of 1934 and the rules and regulations promulgated
and in effect thereunder.
1. ELECTION OF DIRECTORS.
The Bylaws of the Company provide that the number of Directors shall be not more
than nine, such number to be set annually by the Board of Directors. The Board
of Directors has set such number at seven for 1998 and has nominated the three
persons listed below for election as Directors to serve until the adjournment of
the 1999 annual meeting of shareholders, currently scheduled for December 9,
1999, or until their successors are duly elected and qualified.
The Bylaws also provide that the Directors shall be divided into classes and
that there be two classes if the number of Directors is less than nine. The
first class has a term expiring December 11, 1997 and the second class has a
term expiring upon the adjournment of the 1998 annual meeting of shareholders,
currently scheduled for December 10, 1998. The Board of Directors has nominated
Robert W. Allington, James L. Linderholm and Dale L. Young for election to the
first class to serve a two-year term.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE THREE NOMINEES.
The proxy holders named in the proxy intend to vote "FOR" the election of the
three nominees listed above unless authority to so vote is withheld. In the
unexpected event that any of the nominees are unable to serve or for good cause
will not serve as a Director, the proxy holders reserve the right to vote for
such substitute nominees as are designated by the Board of Directors.
Following is a list of the names and ages of the three nominees, each of whom is
presently serving as a Director. Also listed are the four Directors whose terms
expire in 1998. Included is the past five-year business history of each
Director and nominee, the year in which each became a Director of the Company,
and the number and the percentage of outstanding shares of Common Stock of the
Company beneficially owned by each as of October 17, 1997.
3
Common Stock
Beneficially
Owned as of
October 17, 1997
------------------------
Number
Director of
Name of Individual Age Employment History Since Shares(1) Percent(2)
- ------------------ --- ----------------------- -------- --------- ----------
Nominees for election for the first class (term expiring December 9, 1999)
- -------------------------------------------------------------------------
Robert W. Allington 62 Chairman of the Board and 1959 2,736,343 47.75
Chief Executive Officer
since 1959; President
1959 to October 5, 1995.
James L. Linderholm 59 Chairman and President 1994 3,500 .04
since 1986 and 1984,
respectively, of HWS
Consulting Group, Inc.
Dale L. Young 69 Corporate Secretary 1966 49,420(3) .86
since 1991; Retired
Executive Vice
President and Cashier
of FirsTier Bank, N.A.,
Lincoln, NE.
Second class (term expiring December 10, 1998)
- ----------------------------------------------
John J. Brasch(4) 57 President, Senior 1997 250 .00
Technologies, Inc. since
1985.
James L. Carrier(5) 48 President and Chief 1997 417 .01
Executive Officer,
Lester Electrical
since 1979.
Douglas M. Grant 51 President and Chief 1988 23,439 .41
Operating Officer since
October 6, 1995; Vice
President August 31,
1989 to October 5, 1995;
Environmental Division
General Manager May 26,
1987 to July 15, 1996.
Philip M. Wittig 63 Chief Financial Officer 1967 38,192(6) .67
and Treasurer since 1967.
Executive Officers of the Company collectively hold 2,809,768 shares or 49.03
percent of the outstanding Common Stock plus currently exercisable options.
Executive Officers and Directors collectively hold 2,863,355 shares or 49.97
percent of the outstanding Common Stock plus currently exercisable options.
4
(1) Unless otherwise noted, all shares are held with sole investment and voting
power.
(2) Percentage computed by dividing the number of shares beneficially owned
including options currently exercisable by the total shares outstanding on
October 17, 1997, including currently exercisable options.
(3) Includes 20,000 shares as to which Dale L. Young has shared voting rights
and investment power
(4) Mr. Brasch was appointed by the Board on October 16, 1997 to fill the
vacancy created by the resignation of Harris Wagenseil.
(5) Mr. Carrier was appointed by the Board on August 21, 1997 to fill the
vacancy created by the resignation of Robert Harris.
(6) Includes 644 shares as to which Philip M. Wittig has shared voting rights
and investment power.
ADDITIONAL INFORMATION CONCERNING BOARD OF DIRECTORS.
The Company's Board of Directors has not established a Nominating Committee.
The Audit Committee, during fiscal 1997, was comprised of Dale L. Young,
Chairman and James Linderholm, Secretary. Both are independent members of the
Board. The Audit Committee assists the Board in fulfilling its fiduciary
responsibilities with respect to accounting policies, reporting practices, and
the sufficiency of the Company's annual audit. The Committee met once during
fiscal year 1997.
The Compensation Committee, during fiscal 1997, was comprised of Directors
Robert L. Harris, Chairman; Dale L. Young, Secretary; James L. Linderholm; and
Robert W. Allington (a non-voting member). Mr. Harris resigned from the Board
during the fiscal year and Mr. Linderholm became Chairman. The Committee
recommends to the Board the compensation programs and salaries for the officers
and also acts as the stock option committee. The Committee met four times
during fiscal 1997.
The Board of Directors met 12 times in fiscal 1997. None of the directors
attended fewer than 75 percent of the total meetings held by the Board and its
committees in fiscal 1997.
5
LIST OF CURRENT EXECUTIVE OFFICERS OF THE COMPANY.
The following is a list of the names and ages of the current executive officers
of the Company and their business history for the last five years.
- ----------------------------------------------------------------------------
Year first
became
Executive
Position and Principal Occupation Officer of
Name of Individual Age Since July 25, 1997 the Company
- ------------------- --- -------------------------------------- -----------
Robert W. Allington 62 Chairman of the Board and Chief 1959
Executive Officer since 1959;
President 1959 to October 5, 1995.
Vicki L. Benne 35 Controller and Chief Accounting 1991
Officer since October 21, 1989.
Alfred G. Craske 54 Vice President, Sales and Marketing 1996
since July 18, 1996; Director, Sales
and Marketing, May 20, 1996 to
July 18, 1996; Vice President,
Marketing, Gelman Science, Inc.
1994-1996; Vice President, Sales
and Marketing, Difco Laboratories
1993-1994; Vice President, Sales
and Marketing, Hitachi Instruments,
Inc. 1991-1993.
Douglas M. Grant 51 President and Chief Operating 1987
Officer since October 6, 1995;
Vice President August 31, 1989
to October 5, 1995; Environmental
Division General Manager May 26, 1987
to July 15, 1996.
John J. Korab, Jr. 48 Vice President, Corporate Development 1989
since December 11, 1989.
Philip M. Wittig 63 Chief Financial Officer and 1967
Treasurer since 1967.
- ----------------------------------------------------------------------------
6
EXECUTIVE COMPENSATION.
The following table sets forth a summary of the compensation paid to the chief
executive officer and the four other executive officers of the Company whose
compensation exceeded $100,000 for the fiscal years ended, July 25, 1997,
July 26, 1996, and July 28, 1995.
Long-term Compensation
--------------------------------
Annual Compensation Awards Payouts
-------------------------------- ---------------------- -------
Other Restricted
Annual Stock Options/ LTIP All Other
Name and Principal Fiscal Salary Bonus Compensation Awards SARs Payouts Compensation
Position Year ($)(1) ($) ($) ($) (#) ($) ($)(3)
- -------------------- ------ --------- ----- ------------ ---------- --------- ------- ------------
Robert W. Allington 1997 233,061 -- -- -- 637(2) -- 1,583
Chairman and Chief 1996 230,229 -- -- -- 352(2) -- 1,230
Executive Officer 1995 212,026 -- -- -- -- -- 5,051
Douglas M. Grant 1997 166,231 -- -- -- 674(2) -- 3,173
President and Chief 1996 157,062 -- -- -- 387(2) -- 3,498
Operating Officer 1995 136,832 21,475 -- -- -- -- 6,686
Alfred G. Craske 1997 132,046 18,750 -- -- 10,000(4) -- 511
Vice President, Sales and
Marketing
Philip M. Wittig 1997 118,994 -- -- -- 638(2) -- 3,490
Chief Financial Officer 1996 112,944 8,000 -- -- 387(2) -- 2,957
and Treasurer 1995 114,045 -- -- -- -- -- 5,721
John J. Korab, Jr. 1997 99,077 12,000 -- -- -- -- 2,933
Vice President, Corporate
Development
(1) During fiscal 1996, the Company modified its vacation policy. In January
1996 and 1997, employees were paid for a portion of the vacation hours they
had accrued prior to January 1996 which were in excess of a base number of
hours. These payments in fiscal 1996 and 1997, respectively, were as
follows: Mr. Allington $23,446 and $23,446; Mr. Grant $1,383 and $0; and
Mr. Wittig $2,554 and $2,554.
(2) Deferred Stock units earned under the Directors' Deferred Compensation Plan
(see Compensation of Directors).
7
(3) The amounts set forth under "All Other Compensation", includes
profit-sharing contributions, including forfeitures and 401(k) matching
contributions including forfeitures. Profit sharing contributions
including forfeitures and 401(k) matching contributions including
forfeitures respectively, for fiscal 1997 were as follows: Mr. Allington -
$1,583 and $-0-; Mr. Grant - $1,583 and $1,590; Mr. Craske - $195 and $316;
Mr. Wittig $1,365 and $2,125 and Mr. Korab - $1,177 and $1,756.
(4) Option granted pursuant to the 1996 Stock Option Plan.
The following table sets forth information with respect to exercised and
unexercised options and SARs, if any, during fiscal 1997, and exercised and
unexercised options and SARs, if any, held by the chief executive officer and
the four other most highly compensated executive officers of the Company during
fiscal 1997.
Number of securities
Shares underlying unexercised Value of unexercised in-
acquired options/SARs at the-money options/SARs
on Value fiscal year end (#) at fiscal year end ($)
exercise realized Exercisable ("Ex") Exercisable ("Ex")
Name (#) ($) Unexercisable ("Un") Unexercisable ("Un")
- ------------------- -------- -------- ---------------------- ------------------------
Robert W. Allington -- -- -- --
Douglas M. Grant -- -- 4,600 shares ("Ex") *
6,900 shares ("Un") *
12,000 shares ("Ex") *
28,000 shares ("Un") *
Philip M. Wittig -- -- 1,533 shares ("Ex") *
767 shares ("Un") *
Alfred G. Craske -- -- 4,000 shares ("Ex") $1,500
6,000 shares ("Un") $2,250
John J. Korab, Jr. -- -- 1,656 shares ("Ex") *
-- -- 2,484 shares ("Un") *
* Share option price is not in-the-money.
8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.
COMPENSATION COMMITTEE. The Compensation Committee ("Committee") for fiscal
1997 was comprised of Directors Robert L. Harris, Chairman; Dale L. Young,
Secretary; James L. Linderholm; and Robert W. Allington (a non-voting member).
Mr. Harris resigned from the Board during the fiscal year and Mr. Linderholm
became Chairman. Messrs. Linderholm and Young are non-employee directors. The
committee reviews and recommends to the Board the direct and indirect
compensation and employee benefits of the Chairman of the Board, the President,
and other elected officers of the Company. The Committee also acts as the stock
option committee.
Compensation Principles. The philosophy of the Company with regard to executive
compensation is to design executive compensation programs in a manner intended
to enhance Company performance and shareholder value by achieving the following
objectives:
- Provide reasonable and appropriate levels of compensation that will
attract, motivate, and retain highly qualified executives;
- Integrate compensation with the Company's business and strategic
plans;
- Reward both business and individual performance; and
- Encourage stock ownership by executives, thereby aligning executive
compensation with shareholder value.
Executive Officer Compensation Program. The Company's compensation program for
executive officers consists of annual salary, bonuses, and periodic grants of
options to purchase the Company's Common Stock. In addition, executives are
entitled to customary benefits, including medical and retirement benefits as
well as participation in the Company's 401(k) matching contributions plan, that
are generally available to employees of the Company. Salary and bonus payments
are designed to reward current and past performance, while the stock options are
intended to provide incentives for long-term future performance and are directly
linked to the interests of the shareholders because the value of options will
increase or decrease based directly upon the future price of the Company's
Common Stock.
Base Salary. The base salary levels of Company's executives are evaluated
periodically by the Committee in view of specific job responsibilities and
prevailing salary levels of companies of comparable size and complexity. The
Committee utilizes the Ernst & Young National Survey of Executive Compensation,
the Wyatt Data Service ECS survey, and Compensation in the Accounting/Financial
Field published by Abbott, Langer & Associates as aids in determining whether
executive salaries are appropriate and competitive. The Committee's salary
decisions were made in the context of past practices and the current competitive
environment.
Annual Bonus Compensation. The Committee believes that executive compensation
should be based on comparable salaries as determined by professional surveys,
but also believes that cash incentives in the form of bonuses for the
achievement of Company goals and corporate and individual performance are
warranted. A bonus program for fiscal 1997 based on the achievement of
established sales and profit goals was committed to President Douglas M. Grant.
Mr. Grant did not receive a bonus based under that program. The other
9
executive officers received a bonus based principally on their individual job
performances during fiscal year 1997.
Stock Option Compensation. Approximately nine percent of the Company's staff
have options which were granted under the expired 1985 Incentive Stock Option
Plan. One employee has been granted an option under the 1996 Stock Option Plan
approved by the shareholders.
OFFICER COMPENSATION.
Chief Executive Officer. Mr. Allington's salary was not increased during fiscal
1997.
Chief Operating Officer. Mr. Grant's salary was not increased during fiscal
1997.
Vice President, Sales and Marketing. Mr. Craske's salary was not increased.
However, he received a $18,750 for his performance in fiscal 1997. During
fiscal 1997, Mr. Craske was granted a 10 year stock option for 10,000 shares of
Company stock which vests over a three-year period. Currently, 4,000 shares are
vested and remain unexercised.
Chief Financial Officer. Mr. Wittig's salary was increased from $105,520 to
$115,520.
Vice President, Corporate Development. Mr. Korab's salary was not increased
during fiscal 1997. However, he received a $12,000 bonus for his diligence
in the management of the Company's acquisition activities and the management
of the Company's investor relations program during difficult times.
Burgess & Associates, a management consulting firm, has been retained to: (1)
recommend a market-based salary and short-term incentive program for all elected
officers, and (2) develop a long-term incentive program for the officer group.
The plan is to be designed to require very specific performance in revenues and
income for annual incentive compensation as well as for the granting of stock
options.
Overall Review. Fiscal 1997 has been an important year for this Company with
the consolidation of the two operating divisions and the acquisition of the
Suprex Corporation. New strategic plans have been developed for each of the
product lines and the plans were being implemented in a difficult year for the
instrument industry. The Committee believes that the executive officers of the
Company are positively addressing this Company's problems and opportunities and
that the compensation for the executive officers is fair and reasonable for both
the officers and the shareholders of the Company.
Submitted by the Compensation Committee of the Company's Board of Directors.
James L. Linderholm, Chairman
Dale L. Young, Secretary
Robert W. Allington (non-voting member)
10
PERFORMANCE GRAPH.
The following performance graph compares the performance of the Company's common
stock to the Standard and Poor's 500 Stock Index and the NASDAQ peer group. The
industry peer group, selected by the Company, is comprised of the 81 companies
whose stock is traded on NASDAQ and are included in the Standard Industrial Code
Classification No. 382 entitled "Measuring and Controlling Devices". The graph
assumes that $100 was invested on July 31, 1992 in the Company's stock and the
indices. It, also, is assumed that dividends were reinvested when paid and the
fiscal year ends July 31.
Data Points For Graph
Cumulative Total Return
---------------------------------------------
7/92 7/93 7/94 7/95 7/96 7/97
Isco Inc. 100 72 63 71 66 59
PEER GROUP 100 108 116 213 199 323
S & P 500 100 109 114 144 168 256
RETIREMENT PLAN.
The Company's defined contribution retirement plan includes a 401(k) provision
that covers all employees meeting age and service requirements. Significant
provisions of the plan include the following: (i) an employee may reduce his or
her salary by up to 12 percent, and the Company will match the reduction, up to
10 percent, with a 20 percent matching contribution; (ii) the Company's profit
sharing contribution to the plan is equal to approximately 7 percent of its net
earnings before income taxes; (iii) the Company's aggregate contribution to the
plan is limited to 15 percent of the aggregate compensation of the plan
participants; (iv) participants vest 20 percent of employer profit sharing and
employer 401(k) matching contributions after three years of service and 20
percent per year thereafter until 100 percent vested. Management and
administrative costs of the plan are borne by the Company. For fiscal year
1997, amounts contributed to the plan for the chief executive officer and the
four other most highly compensated executive officers of the Company are set
forth as part of the table appearing in the Executive Compensation section.
COMPENSATION OF DIRECTORS FOR FISCAL 1997.
The Directors' Deferred Compensation Plan has been in effect since January 1996.
Under the Directors' Deferred Compensation Plan, all Directors receive 35
Deferred Stock Units for each Board and Committee meeting attended, and 240
Deferred Stock Units for the annual Board retainer. In addition, the Corporate
Secretary receives an additional 250 Deferred Stock Units annually for serving
as Corporate Secretary. At the time the Director ceases to be a member of the
Board, the Director's accumulated Deferred Stock Units are converted to shares
of the Company's Common Stock at a ratio of 1 to 1 and distributed. Inside
Directors do not received compensation for attending committee meetings.
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ADDITIONAL INFORMATION.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than 10
percent of the Company's stock, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors, and greater than 10 percent beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
For fiscal year 1997, due to an administrative oversight, James L. Linderholm
failed to timely file Form 4 after the acquisition of shares of Common Stock of
the Company.
INDEPENDENT PUBLIC ACCOUNTANTS. Deloitte & Touche LLP, certified public
accountants, are the independent public accountants for the Company.
Representatives of Deloitte & Touche LLP are expected to be present at the
annual meeting and will be given the opportunity to make any statement they
might desire and will also be available to respond to appropriate questions from
shareholders. Deloitte & Touche LLP has been selected as independent public
accountants for the Company for fiscal year 1998.
OTHER MATTERS. The Board of Directors does not know of any other matters to be
presented at the annual meeting. In the event that other business is properly
brought before the meeting, it is the intention of the proxy holders named in
the proxy to vote the proxies in accordance with the recommendation of the Board
of Directors.
Robert W. Allington
Chairman and Chief Executive Officer
12
Appendix A
Isco, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS DECEMBER 11, 1997
The undersigned hereby constitutes and appoints ROBERT W. ALLINGTON and PHILIP
M. WITTIG, or either of them, with full power to act alone, or any substitute
appointed by either of them as the undersigned's agents, attorneys and proxies
to vote the number of shares the undersigned would be entitled to vote if
personally present at the Annual Meeting of the Shareholders of Isco, Inc., to
be held at The Cornhusker Hotel, 333 South 13th Street, Lincoln, Nebraska, on
the 11th day of December 1997, at 2:00 p.m., or any adjournments thereof, as
indicated below.
1. Election of Directors
NOMINEES: Robert W. Allington, James L. Linderholm and Dale L. Young
/ / Vote FOR all three nominees (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all three nominees
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the following space.
---------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, AND WITH DISCRETIONARY AUTHORITY
ON ALL OTHER MATTERS.
Dated: ______________, 1997
---------------------------------------------
Signature of Shareholder
---------------------------------------------
Signature of Shareholder
Please sign exactly as your name appears at
the left. When signing as attorney,
executor, administrator, trustee, guardian or
conservator, give full title. All joint
tenants must sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
/ / I (we) plan to attend the Annual Meeting.
13