-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XnHMR9MpMSPvWYu0ZlaxJTvrZ7iaq/GZsPG9iYOLr4oFOe2uNFH7K062H0z/UplL TRGHe++M8v/HiEaFaUeCuw== 0000897101-95-000105.txt : 19950428 0000897101-95-000105.hdr.sgml : 19950428 ACCESSION NUMBER: 0000897101-95-000105 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950523 FILED AS OF DATE: 19950424 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVEN INDUSTRIES INC CENTRAL INDEX KEY: 0000082166 STANDARD INDUSTRIAL CLASSIFICATION: 2300 IRS NUMBER: 460246171 STATE OF INCORPORATION: SD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03136 FILM NUMBER: 95530512 BUSINESS ADDRESS: STREET 1: 205 E 6TH ST STREET 2: PO BOX 5107 CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053362750 MAIL ADDRESS: STREET 1: P O BOX 5107 CITY: SIOUX FALLS STATE: SD ZIP: 57117-5107 DEF 14A 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 [x] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 RAVEN INDUSTRIES, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): [x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $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 transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to exchange Act Rule 0-11:1 (4) Proposed maximum aggregate value of transaction: [ ] 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: 1 Set forth the amount on which the filing fee is calculated and state how it was determined. RAVEN INDUSTRIES, INC. 205 East 6th Street Box 5107 Sioux Falls, South Dakota 57117-5107 ------------------------------------------------------------------------------ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MAY 23, 1995 ----------------------------------------------------------------------------- TO THE SHAREHOLDERS OF RAVEN INDUSTRIES, INC. Please take notice that the Annual Meeting of Shareholders (the "Meeting") of Raven Industries, Inc. (the "Company") will be held, pursuant to due call by the Board of Directors of the Company, at the Ramkota Inn, Highway 38 and I-29, Sioux Falls, South Dakota, on Tuesday, May 23, 1995 at 9:00 a.m. (C.D.T.) or any adjournments or postponements thereof, for the following purposes: 1. To elect seven directors; 2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. Pursuant to due action of the Board of Directors, shareholders of record on April 14, 1995 will be entitled to vote at the Meeting or any adjournments or postponements thereof. A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN AND SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. By Order of the Board of Directors Raven Industries, Inc. Arnold J. Thue Secretary April 24, 1995 PROXY STATEMENT of RAVEN INDUSTRIES, INC. 205 E. 6th Street Box 5107 Sioux Falls, South Dakota 57117-5107 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 1995 GENERAL This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Raven Industries, Inc. (the "Company") to be used at the Annual Meeting (the "Meeting") of Shareholders of the Company, which is to be held on Tuesday, May 23, 1995 at 9:00 a.m. (C.D.T.) at the Ramkota Inn, Highway 38 and I-29, Sioux Falls, South Dakota, or at any adjournments or postponements thereof. The approximate date on which this Proxy Statement and accompanying proxy were first sent or given to shareholders was April 24, 1995. Each shareholder who signs and returns a proxy in the form enclosed with this Proxy Statement may revoke the same at any time prior to its use by giving notice of such revocation to the Company in writing or in open meeting or by such shareholder giving a valid proxy bearing a later date. Presence at the meeting by a shareholder who has signed a proxy does not alone revoke the proxy. Only shareholders of record at the close of business on April 14, 1995 will be entitled to vote at the Meeting or any adjournments or postponements thereof. VOTING SECURITIES AND PROXIES The Company has outstanding only one class of voting securities, Common Stock, $1.00 par value, of which 4,734,530 shares were outstanding as of the close of business on the record date April 14, 1995. Shareholders representing at least 50 percent of the shares of Common Stock outstanding and entitled to vote must be present in person or represented by proxy in order to constitute a quorum to conduct business at the Meeting. Each shareholder has cumulative voting rights in the election of directors and is, therefore, entitled to (i) give one nominee a number of votes equal to the number of directors to be elected (which is seven) multiplied by the number of votes to which such shareholder is entitled, or (ii) distribute the same number of votes among as many nominees as he deems advisable. Where cumulative voting is exercised, there shall be deemed elected the candidates receiving the most votes for the places to be filled by such election. If cumulative voting is exercised, shares of a shareholder who either abstains, votes to withhold authority to vote for the nominees named below or who does not otherwise vote in person or by proxy (including broker-nominees) will not be counted for the election of directors. If no shareholder exercises its right to cumulate votes, then directors will be elected by the affirmative vote of a majority of shares of Common Stock represented at the meeting and eligible to vote. For this purpose, a shareholder who abstains with respect to the election of a director is considered to be present and entitled to vote on the election of a director at the meeting, and is in effect casting a negative vote, but a shareholder (including a broker) who does not give authority to a proxy to vote, or withholds authority to vote, on the election of a director shall not be considered present and entitled to vote on the election of a director. Discretionary authority to cumulate votes is being solicited by the Board of Directors. Unless otherwise directed by a shareholder, the proxies named in the accompanying proxy card may elect to cumulate votes cast pursuant to a proxy by casting all such votes for one nominee or by distributing such votes among as many nominees as they deem desirable. If a shareholder desires to restrict the proxies named in the accompanying proxy card in casting votes for certain nominees, the shareholder should give such direction on the proxy card. On all matters other than the election of directors, each share of Common Stock is entitled to one vote. OWNERSHIP OF COMMON STOCK The following table sets forth as of April 14, 1995 certain information with respect to the beneficial ownership of the Company's Common Stock by (i) any person known by the Company to be the owner, of record or beneficially, of more than 5% of the Company's outstanding Common Stock, (ii) each of the executive officers, directors and nominees for election to the Company's Board of Directors, and (iii) all executive officers and directors as a group. NAME SHARES OF BENEFICIAL BENEFICIALLY PERCENT OF OWNER OWNED CLASS Anthony W. Bour 500 * David A. Christensen 213,311(1) 4.5 Gary L. Conradi 36,454(2) * Ronald M. Moquist 94,554(3) 2.0 Arnold J. Thue 43,787(4) * Mark E. Griffin 41,514(5) * Conrad J. Hoigaard 78,377 1.7 Kevin T. Kirby 31,800 * Edward J. Leahy 975(6) * John C. Skoglund 23,409(7) * Dimensional Fund Advisors Inc. 272,850 5.8 1299 Ocean Avenue Santa Monica, CA 90401 All executive officers and directors as a group (10 Persons) 564,681(8) 11.9 * Less than 1% (1)Includes options to purchase 26,250 shares exercisable within 60 days of the record date. Also includes 42,022 shares owned by his wife, as to which he disclaims beneficial ownership. Does not include 167,409 shares held by First Bank of South Dakota, N.A., as a trustee of the trust fund for the Company's Employee Profit Sharing Retirement Plan. (2)Includes options to purchase 7,500 shares exercisable within 60 days of record date. Also includes 100 shares held by spouse. (3)Includes options to purchase 11,250 shares exercisable within 60 days of record date. (4)Includes options to purchase 8,387 shares exercisable within 60 days of record date. Also includes 10,000 shares held by spouse. (5)Includes 33,183 shares held by John E. Griffin Trust of which Mark E. Griffin is co-trustee and 1,359 shares held as custodian for a minor child. (6)Includes 975 shares owned by spouse, as to which he disclaims beneficial ownership. (7)Includes 5,409 shares owned by spouse, as to which he disclaims beneficial ownership. (8)Includes options to purchase 53,387 shares exercisable within 60 days of the record date. Also includes 58,506 shares held by spouses of officers and directors, as to which beneficial ownership is disclaimed. ELECTION OF DIRECTORS Seven directors are to be elected at the meeting, each director to hold the office until the next Annual Meeting of Shareholders, or until his successor is elected and qualified. All of the nominees listed below, except Mr. Bour, are now serving as directors and all of the nominees have consented, if elected, to serve as directors. The Board of Directors proposes for election the nominees listed below:
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE NAME AND AGE PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR OF NOMINEE IN PUBLIC COMPANIES SINCE Anthony W. Bour(57) President, Starmark, Inc., Sioux Falls, S.D. - Director, First Bank of South Dakota. David A. Christensen(60) President and Chief Executive Officer of the Company 1971 since April 1971. Director of Norwest Corporation, Northern States Power Co., and Norwest Bank South Dakota, N.A., the latter of which provides borrowings to the Company, the terms of which management considers competitive with other sources generally available to the Company. The largest amount of such borrowings outstanding during the year ended January 31, 1995 was $6,300,000 and $3,540,000 remained outstanding on January 31, 1995. Mark E. Griffin(44) President and Chief Executive Officer of Lewis Drugs, 1987 Inc. since November 11, 1986, where he previously served as Executive Vice President. Director of Norwest Bank South Dakota, N.A. Conrad J. Hoigaard(58)(1) Chairman of the Board of the Company and President 1976 and Chairman of the Board of Hoigaard's Inc. (a retail business). Kevin T. Kirby(40) President of Kirby Investment Corp. since 1992. Executive 1989 Vice President and Treasurer of Western Surety Company, 1979-1992. Edward J. Leahy(43) Partner in law firm of Davenport, Evans, Hurwitz & Smith 1991 since January 1, 1989, associate of firm from July 1, 1988 to December 31, 1988. Prior to July 1, 1988 practiced law and was a Shareholder in the law firm of May, Johnson, Doyle & Becker, P.C. John C. Skoglund(62)(1) Chairman of the Board of Skoglund Communications, Inc., 1978 Chairman of the Board of Minnesota Vikings, Inc. since 1984.
(1) Mr. Hoigaard and Mr. Skoglund are first cousins. All shares represented by proxies will be voted FOR the election of the foregoing nominees; provided, however, that if any such nominee should withdraw or otherwise become unavailable for reasons not presently known, such shares may be voted for another person in place of such nominee in accordance with the best judgement of the persons named in the proxies. EXECUTIVE COMPENSATION The following table (the "Summary Compensation Table") sets forth the cash and non-cash compensation earned for each of the last three fiscal years by the President and Chief Executive Officer of the company and each of the executive officers of the Company.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG TERM OTHER COMPENSATION NAME AND PRINCIPAL FISCAL ANNUAL AWARDS ALL OTHER POSITION YEAR SALARY ($) BONUS($)(1) COMPENSATION($)(2) OPTIONS (#) COMPENSATION($)(3) David A. Christensen 1995 296,400 14,820 81,307 15,000 31,530 President & Chief 1994 285,000 136,715 22,356 15,000 22,591 Executive Officer 1993 270,000 125,094 56,190 15,000 24,189 Gary L. Conradi 1995 88,900 5,927 12,785 3,000 8,554 Vice President 1994 85,500 26,454 4,442 3,000 10,363 Corporate Services 1993 81,000 22,529 16,038 3,000 8,561 Ronald M. Moquist 1995 149,200 -- 37,971 7,500 14,451 Executive 1994 143,500 49,307 5,905 7,500 18,055 Vice President 1993 136,000 44,677 27,657 7,500 14,374 Arnold J. Thue 1995 115,400 4,616 19,561 5,000 11,502 Vice President-Finance 1994 111,000 42,602 15,133 5,000 14,387 Secretary & Treasurer 1993 105,000 38,924 15,015 5,000 11,098
(1)Annual incentive compensation as described in Board Compensation Committee Report on Executive Compensation. (2)Includes tax reimbursement bonuses on exercise of non-qualified stock options exercised during the fiscal year and tax reimbursements on other taxable fringe benefits. (3)Represents the Company's contribution to the individual's account in the Company's Profit Sharing Plan. The following table sets forth information regarding the stock options that were granted during fiscal 1995 to the executive officers named in the Summary Compensation Table and the potential realizable value of such options if the value of the Company's Common Stock appreciates during the term of such options at assumed rates of growth:
STOCK OPTIONS GRANTED FISCAL YEAR ENDED 1/31/95 POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION FOR OPTIONS EXERCISE EXPIRATION OPTION TERM(2) NAME GRANTED (#)(1) PRICE ($/SH) DATE 5%($) 10%($) David A. Christensen 15,000 18.25 10/19/99 75,632 167,127 Gary L. Conradi 3,000 18.25 10/19/99 15,126 33,425 Ronald M. Moquist 7,500 18.25 10/19/99 37,816 83,564 Arnold J. Thue 5,000 18.25 10/19/99 25,211 55,709
(1)All options granted have been for a period of five years and may be exercised at the rate of 25% per year after one year from the date of grant. The option price may be paid in cash or by delivery of shares of the Company's common stock valued at the market price on the date of the option exercise. In connection with the exercise of non-qualified stock options, the Company pays a reimbursement bonus of 30% (35% beginning 1/1/94) of the exercise price of the option to assist in payment of income taxes payable by the employee as a result of the option exercise. The plan also allows the payment of withholding taxes through the surrender of shares of the Company's common stock at market value. (2)Amounts for the executives shown in these columns have been derived by multiplying the exercise price by the annual appreciation rate shown (compounded for the term of the options), multiplying the result by the number of shares covered by the options, and subtracting the aggregate exercise price of the options. The dollar amounts set forth under this heading are the result of calculations at the 5% and 10% rates set by the SEC and therefore are not intended to forecast possible future appreciation, if any, of the Company's stock price. The following table shows the stock options that were exercised during fiscal 1995 by the executive officers named in the Summary Compensation Table, the value realized by them as a result of exercising options, the number of unexercised options at the end of fiscal 1995 and the value of unexercised in-the-money options at the end of fiscal 1995: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUE
NUMBER OF SHARES UNEXERCISED OPTIONS VALUE OF UNEXERCISED ACQUIRED ON VALUE AT FY-YEAR END IN-THE-MONEY OPTIONS NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE David A. Christensen 26,250 400,000 26,250 37,500 158,063 61,500 Gary L. Conradi 3,000 44,750 7,500 7,500 56,625 12,500 Ronald M. Moquist 13,100 201,933 13,150 18,750 79,829 31,250 Arnold J. Thue 5,900 92,180 8,387 12,563 47,760 21,269
The graph below compares the cumulative total shareholder return on the Company's Common Stock over the last five years with the total return of the S&P 500 and the S&P group of diversified manufacturers. TOTAL RETURN ON $100 INVESTMENT ASSUMING REINVESTMENT OF DIVIDENDS
INDEXED/CUMULATIVE RETURNS SAME PERIOD RETURN RETURN RETURN RETURN RETURN COMPANY/INDEX NAME 1990 1991 1992 1993 1994 1995 Raven Industries Inc. 100 99.82 182.42 248.49 255.84 244.57 S&P 500 Index 100 108.39 132.99 147.06 166.00 166.88 Manufacturing (Div. IND) 100 90.74 108.04 116.08 143.63 143.45
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Decisions on compensation of the Company's executives generally have been made by the Board of Directors of the Company prior to October 21, 1992. On that date the Board formed a Compensation Committee (the "Compensation Committee") of the Board to make all future decisions on executive compensation. Each member of the Compensation Committee is a non-employee director. All decisions by the Compensation Committee relating to the compensation of the Company's executive officers are reviewed by the full Board. Pursuant to recently adopted rules designed to enhance disclosure of companies' policies toward executive compensation, set forth below is a report prepared by the Compensation Committee addressing the Company's, and its subsidiaries', compensation policies for the fiscal year ended January 31, 1995, as they affected the Company's executive officers. The Compensation Committee's executive compensation policies are designed to provide competitive levels of compensation that integrate pay with the Company's annual goals, reward above average corporate performance, recognize individual initiative and achievements, and assist the Company in attracting and retaining qualified executives. Targeted levels of executive compensation are set at levels that the Compensation Committee believes to be consistent with others in the Company's industry. There are three elements in the Company's executive compensation program, all determined by individual and corporate performance. * Base salary compensation * Annual incentive compensation * Stock options Total compensation opportunities are competitive with those offered by employers of comparable size in our industry. Base salary compensation is determined by the potential impact the individual has on the Company, the skills and experiences required by the job, and the performance and potential of the incumbent in the job. Annual incentive compensation for executives of the Company is based primarily on corporate operating earnings, return on equity, and other goals determined by the Compensation Committee. Awards of stock options under the Stock Option Plan are designed to promote the identity of long-term interests between the Company's executives and its shareholders and assist in the retention of executives. The Stock Option Plan also permits the Committee to grant stock options to key personnel. Options become exercisable based upon criteria established by the Stock Option Committee. Based on recommendations of the Compensation Committee, the Stock Option Committee in fiscal 1995 granted stock options to officers and key employees. While the value realizable from exercisable options is dependent upon the extent to which the Company's performance is reflected in the market price of the Company's common stock at any particular point in time, the decision as to whether such value will be realized in any particular year is primarily determined by each individual executive and not by the Compensation Committee. Stock options are granted solely on the basis of position and salary level. The fiscal 1995 base cash compensation of Mr. Christensen was $296,400 which represented a 4% increase from his fiscal 1994 annual salary. Annual incentive payments for each year are based on achieving earnings above the previous year (80% of the maximum incentive payment) and achieving a return on equity with a maximum target of 20%, and maintaining corporate administrative costs at a certain ratio of total sales. The maximum total annual incentive payment is 50% of base compensation. No subjective factors are used in determining annual incentive payments for Mr. Christensen or the other executives. Submitted by the Compensation Committee of the Company's Board of Directors: Mark E. Griffin Conrad J. Hoigaard John C. Skoglund PROPOSALS OF SHAREHOLDERS It is contemplated that the 1996 Annual Meeting will be held in May 1996. Accordingly, all proposals of shareholders intended to be presented at the 1996 Annual meeting of Shareholders of the Company must be received by the Company at its executive offices on or before December 22, 1995. OTHER MATTERS BOARD OF DIRECTORS AND COMMITTEES. The Board of Directors held four meetings during the last fiscal year. The Company has an Audit Committee and Compensation Committee, in addition to its Executive Committee. Directors who are not full-time employees of the Company are paid an annual retainer fee of $6,000, a fee of $1,100 per meeting (other than telephonic meetings) and $550 per telephonic meeting. Committee members will receive $550 per meeting attended. The Chairman of the Board receives compensation at the rate of $1,000 per month in addition to the annual retainer fee of $6,000. The Company's Audit Committee, which consisted of Messrs. Kirby, Leahy and Larson (Mr. Larson who resigned effective December 31, 1994) had two meetings during the fiscal year ended January 31, 1995. The Audit Committee recommended to the full Board the engagement of independent accountants, reviewed the audit plan and results of the audit engagement, reviewed the independence of the auditors, and reviewed the adequacy of the Company's system of internal accounting controls. The Compensation Committee, which consists of Messrs. Hoigaard, Skoglund and Griffin had two meetings during the fiscal year ended January 31, 1995. The Compensation Committee reviewed the Company's remuneration policies and practices, and made recommendations to the Board in connection with all compensation matters affecting the Company. INDEPENDENT AUDITORS. The Board of Directors selected the firm of Coopers & Lybrand as auditors to the Company for the year ended January 31, 1995. Coopers & Lybrand, independent certified public accountants, have audited the Company's financial statement for the past 34 years. A representative of Coopers & Lybrand is expected to be present at the Annual Meeting and have an opportunity to make a statement and/or respond to appropriate questions from stockholders. 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 officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and Nasdaq. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to the Company, or written representations that no Form 5's were required, the Company believes that during the year ended January 31, 1995 all Section 16(a) filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with. SOLICITATION. The Company will bear the cost of preparing, assembling and mailing the proxy, Proxy Statement, Annual Report and other material which may be sent to the shareholders in connection with this solicitation. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to the beneficial owners of stock, in which case they will be reimbursed by the Company for their expenses in doing so. Proxies are being solicited primarily by mail, but, in addition, officers and regular employees of the Company, without extra compensation, may solicit proxies personally, by telephone, by telegram or by special letter. The Board of Directors does not intend to present to the meeting any other matter not referred to above and does not presently know of any matter that may be presented to the meeting by others. However, if other matters come before the meeting, it is the intention of the persons named in the enclosed proxies to vote the proxy in accordance with their best judgment. By Order of the Board of Directors Raven Industries, Inc. Arnold J. Thue, Secretary PROXY RAVEN INDUSTRIES, INC. * ANNUAL MEETING OF SHAREHOLDERS -- MAY 23, 1995 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Conrad J. Hoigaard and David A. Christensen, or either of them, each with the power to appoint his substitute, to represent and to vote all the shares of common stock of RAVEN INDUSTRIES, INC. held by the undersigned on April 14, 1995, at the ANNUAL MEETING OF SHAREHOLDERS to be held on May 23, 1995 and at any adjournments or postponements thereof, as follows: (1) Election of Directors: [ ] FOR all nominees (except as indicated below) [ ] WITHHOLD AUTHORITY to vote for all nominees listed below ANTHONY W. BOUR, DAVID A. CHRISTENSEN, MARK E. GRIFFIN, CONRAD J. HOIGAARD, KEVIN T. KIRBY, EDWARD J. LEAHY, JOHN C. SKOGLUND (To withhold authority to vote for any individual nominee(s) write the name(s) in the space provided below.) NOTE: The proxies named above may choose to exercise cumulative voting in the manner described in the accompanying Proxy Statement. (2) Upon such other business as may properly come before the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR DIRECTOR. (Continued, and TO BE COMPLETED AND SIGNED on the reverse side) (continued from other side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED ON THE REVERSE HEREOF. IF NO INDICATION IS MADE, THE PROXIES WILL VOTE AS FOLLOWS: (1) FOR THE ELECTION OF THE NOMINEES INDICATED ON THE REVERSE HEREOF IN THE MANNER STATED IN THE PROXY STATEMENT; (2) AT THEIR DISCRETION ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING. Please vote, date and sign this proxy as your name is printed hereon. When signing as attorney, executor, administrator, trustee, guardian, etc. give full title as such. If the stock is held jointly, each owner should sign. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated:_____________________ , 1995 Signed:___________________________ (Signature of Shareholder) ___________________________ (Signature of Shareholder) -----END PRIVACY-ENHANCED MESSAGE-----