SCHEDULE 14A INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
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 240.14a-11(c)
or Rule 240.14a-12
HELP AT HOME, INC.
------------------
(Name of Registrant as specified in its charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l)
or 14a-6(i)(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 transaction
applies: ______________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: _______(A)
(4) Proposed maximum aggregate value of transaction: ______
(5) Total fee paid: ________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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:
<PAGE>
HELP AT HOME, INC.
223 West Jackson Street, Suite 500
Chicago, Illinois 60606
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 3, 2000
TO THE STOCKHOLDERS OF HELP AT HOME, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Help At Home, Inc. (the "Company") will be held at the Company's
principal executive offices located at 223 West Jackson Street, Suite
500, Chicago, Illinois 60606 on Thursday, February 3, 2000 at 8:00
A.M., Central Time for the following purposes:
1. To elect the Board of Directors of Help At Home, Inc. for the
ensuing year;
2. To ratify the appointment of Richard A. Eisner & Co. LLP as
the Company's independent auditors for the ensuing year;
3. To transact such other business as may properly come before
the meeting and any continuations and adjournments thereof.
Stockholders of record at the close of business on January 7, 2000
are entitled to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that Stockholders
representing a majority of the total number of shares issued and
outstanding and entitled to vote, be present in person or represented
by their proxies. Therefore, whether you expect to attend the meeting
in person or not, please sign, fill out, date and return the enclosed
proxy in the self-addressed, postage-paid envelope in order to be
certain your shares are represented at the meeting. If you attend the
meeting and prefer to vote in person, you can revoke your proxy.
By Order of the Board of Directors
Louis Goldstein
Chairman of the Board of Directors
January 12, 2000
<PAGE>
HELP AT HOME, INC.
223 West Jackson Street, Suite 500
Chicago, Illinois 60606
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, February 3, 2000
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Help At Home, Inc. ( the
"Company") for use at the Annual Meeting of Stockholders of the Company
to be held at the Company's principal executive offices located at 223
West Jackson Street, Suite 500, Chicago, Illinois 60606 on Thursday,
February 3, 2000, at 8:00 A.M. central time, and at any continuations
and adjournments thereof. Anyone giving a proxy may revoke it at any
time before it is exercised by giving the Chairman of the Board of
Directors of the Company written notice of the revocation, by
submitting a proxy bearing a later date or by attending the meeting and
voting in person. This statement, the accompanying Notice of Meeting
and form of proxy have been first sent to the Stockholders on or about
January 17, 2000.
In addition, please note that abstentions and broker non-votes are
each included in t he determination of the number of shares present and
voting for purposes of determining the presence or absence of a quorum
for the transaction of business. Neither abstentions nor broker non-
votes are counted as voted either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form,
which are received in time will be voted in accordance with the
Stockholder's directions, and unless contrary directions are given,
will be voted for the election of directors for the nominees described
below.
Only Stockholders of record at the close of business on January 7,
2000, the date fixed by the Board of Directors in accordance with the
Company's By-Laws, are entitled to vote at the meeting. As of January
7, 2000, there were issued and outstanding 1,869,375 shares of Common
Stock.
Each outstanding share is entitled to one vote on all matters
properly coming before the meeting. A majority of the shares of the
outstanding Common Stock represented in person or by proxy constitutes
a quorum for the meeting.
<PAGE>
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
Five Directors, constituting the entire Board of Directors of the
Company, are to be elected at the meeting to serve until the next
Annual Meeting of Stockholders and until their successors have been
elected and qualified. Unless such authority is withheld, proxies will
be voted for election of the five persons named below, each of whom is
now serving as a Director, and each of whom has been designated as a
nominee for election. If any nominee is unable to serve, which is not
anticipated, the person named as proxy intends to vote for the
remaining nominees and, unless the number of directors is reduced by
the Board of Directors, for such other person as the Board of Directors
may designate.
Directors are elected to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified.
Meetings of stockholders of the Company will be held on an annual
basis. However, if at any time an annual meeting is not held for the
election of directors, the then current directors will continue to
serve until their successors are elected and qualified. Officers are
appointed by, and serve at the discretion of, the Board of Directors.
Directors do not currently receive compensation for their services as
such. Directors are reimbursed by the Company for their costs in
attending Board Meetings and Committee Meetings.
Directors will be elected by a plurality of the votes cast at the
Annual Meeting of Stockholders.
The Board of Directors recommends a vote "For" election to the
Board of Directors of the Company of each of the Nominees.
Nominees to the Company's Board of Directors:
Louis Goldstein
Louis Goldstein has served as the Company's Chief Executive
Officer and as a director since he formed the Company in 1974. Mr.
Goldstein is 57 years old.
Joel Davis
Joel Davis has served as Chief Operating Officer of the Company
since March 1996, director of the Company since August 1995 and General
Counsel of the Company since July 1995. From October 1989 through July
1995 Mr. Davis was an associate attorney with the law firm of Hustik,
Huizenga, Williams & Vander Woude, Ltd. In Chicago. Mr. Davis is 35
years old.
<PAGE>
Robert M. Rubin
Robert M. Rubin has served as a Director of the Company since
December 1995. Since June 1992, Mr. Rubin has been a Director of
Diplomat Direct Marketing Corporation, a public company principally
engaged in the business of direct mail order sales of women's apparel
and accessories. In October 1996, Mr. Rubin became a director of Medi-
Merg, Inc., a Canadian management company for hospital emergency rooms
and out-patient facilities. Currently, Mr. Rubin is also a director of
Arzan International, an Israeli food distributor.
Mr. Rubin has served as the Chairman of the Board of Directors of
Western Power and Equipment Corporation ("WPEC"), a construction
equipment distributor, since November 20, 1992. Between November 20,
1992 and March 7, 1993, Mr. Rubin served as Chief Executive Officer of
WPEC. Between October 1990 and January 1, 1994 Mr. Rubin served as the
Chairman of the Board and Chief Executive Officer of American United
Global Inc., a telecommunications and software company ("AUGI") and
from January 1, 1994 through January 1996, solely as Chairman of the
Board of AUGI. From January 1996, Mr. Rubin has served as Chairman of
the Board and President and Chief Executive Officer of AUGI. Mr. rubin
was the founder, President, Chief Executive Officer and a Director of
Superior Care, Inc. ("SCI") from its inception in 1976 until May 1986
and continued as a Director of SCI (now known as Olsten Corporation
("Olsten") until the latter part of 1987. Olsten, a New York Stock
Exchange listed company is engaged in providing home care and
institutional staffing services and health care management services.
Mr. Rubin was formerly a Director and Vice Chairman, and is a minority
stockholder of American Complex Care, Inc. ("ACCI"), a public company
which provided on-site health care services, including intradermal
infusion therapies. In April 1995, the principal operating subsidiaries
of ACCI petitioned the Circuit Court of Broward County, Florida for an
assignment for the benefit of creditors. Mr. Rubin is also a Director,
Chairman and minority stockholder of Universal Self Care, Inc., a
public company engaged in the sale of products used by diabetics, and,
until his resignation in 1998, he was a director of Response USA, Inc.,
a public company engaged in the sale and distribution of personal
emergency response systems. Mr. Rubin has also been Chairman, Chief
Executive Officer and a principal stockholder of ERD Waste Technology,
Inc., a public company specializing in the management and disposal of
municipal solid waste, industrial and commercial nonhazardous solid
waste and hazardous waste. In September 1997, ERD Waste Technology,
Inc. filed for protection under Title 11 for reorganization under
Chapter 11 of the Bankruptcy Code. Mr. Rubin is 59 years old.
Steven L. Venit
Mr. Venit has conducted a law practice as a sole practitioner with
the law firm of Steven L. Venit, Esq. for more than the past five
years. Mr. Venit is 41 years old.
Robert Kirshner
Robert Kirshner is currently retired and has served as a Regional
Manager of Plywood Minnesota for the last 15 years. Mr. Kirshner's
duties included overseeing the daily operations of multiple retail
store locations while employed at Plywood Minnesota. Prior thereto Mr.
Kirshner was a regional manager for Saxon Paint Company where he
managed a territory of locations. Mr. Kirshner is 56 years old.
<PAGE>
Committees and Meetings of the Board of Directors:
The Company has two formal committees, the Audit Committee and the
Compensation Committee. The members of the Audit Committee are Robert
Rubin, Steven Venit and Robert Kirshner. The Audit Committee is
responsible for communicating with the Company's auditors regarding the
financial and reporting affairs of the Company. The Compensation
Committee, whose members are Steven Venit and Robert Kirshner, is
responsible for making all compensation decisions with respect to the
executive officers of the Company. The Company does not currently have
a Nominating Committee.
There were [four] meetings of the Company's Board of Directors
during the fiscal year ended June 30, 1999. All of the Directors were
present at such meetings. There were [three] unanimous written consents
of the Company's Board of Directors, pursuant to Section 141 of the
General Corporation Law of Delaware, during the fiscal year ended June
30, 1999.
The Company's Audit Committee met [twice] during the fiscal year
ended June 30, 1999. All of the members of the Audit Committee were
present at such meetings. The Company's Compensation Committee met
[four] times during the fiscal year ended June 30, 1999. All of the
members of the Compensation Committee were present at such meetings.
Summary Compensation Table
The following table sets forth all cash compensation for services
rendered in all capacities to the Company for the year ended June 30,
1999 (referred to as "1999" in this table), the year ended June 30,
1998 (referred to as "1998" in this table) and the year ended June 30,
1997 (referred to as "1997" in this table) paid to the Company's Chief
Executive Officer and the two most highly paid executive officers of
the Company whose total compensation exceeded $100,000.
<TABLE>
Restricted All Other
Name and Stock Annual
Principal Position Year Salary Bonus Awards Options/SARs Compensation
- ------------------ ---- ------- ------- ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Louis Goldstein(1) 1999 $279,396 $ 0 - $ 0 $ 59,967
Chairman, Chief 1998 241,447 37,950 - 300,000 224,013
Executive Officer 1997 206,250 22,000 - 200,000 121,592
Joel Davis (2) 1999 $130,000 $ 0 - - -
Chief Operating 1998 134,037 13,000 - 100,000 -
Officer 1997 100,000 10,000 - - -
Sharon Harder(3) 1999 $130,824 $ 0 - - -
Chief Financial 1998 158,339 16,000 - 100,000 -
Officer 1997 123,333 13,000 - - -
</TABLE>
<PAGE>
(1) Pursuant to provisions in his revised Employment Agreement
approved by the Compensation Committee of the Board of Directors. Mr.
Goldstein received certain compensation related to personal expenses
incurred in connection with his continuous travel schedule. Such
compensation totaled approximately $ 42,834 in fiscal 1999 and $29,082
in fiscal 1998. In addition, the Company paid expenses associated with
leased automobiles for Mr. Goldstein's business and personal use which
totaled $31,490 in fiscal 1998. Utilizing an effective tax rate of 40%,
the Company assumed income taxes associated with personal expenses of
Mr. Goldstein in the amount of $ 17,133 in fiscal 1999 and $55,006 in
fiscal 1998.
(2) Total compensation paid during the 1996 fiscal year did not exceed
$100,000.
(3) Effective February 19, 1999 Ms. Harder resigned as CFO, she did
not receive any severance package or other compensation in connection
with her resignation.
Options Granted to Named Executive Officers:
The following table sets forth certain information with respect to
all outstanding options granted during the fiscal year ended June 30,
1999 to the Company's Named Executive Officers.
<TABLE>
Option Grants
-------------
Number of
Securities % of Total
Underlying Options Granted Exercise
Name of Options To Employees Price Expiration
Holder Granted In Fiscal Year ($/Share) Date
--------------- --------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Louis Goldstein 300,000 60% $1.63 April 2008
Joel Davis 100,000 20% $1.63 April 2008
Sharon Harder 100,000 20% $1.63 April 2008
Option Year End Values (1)
--------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
Shares at FY End at FY End
Acquired Value Exercisable/ Exercisable/
Name Exercise(#) Realized Unexercisable Unexercisable
--------------- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Louis Goldstein - - 500,000(2) -
Joel Davis - - 110,000(3) -
Sharon Harder - - 100,000(3) -
</TABLE>
<PAGE>
(1) The closing bid price of a share of the Company's Common Stock at
June 30, 1999, was $1.375
(2) Exercisable. The exercise price is $4.65 per share for 200,000
options and $1.63 per share for 300,000 options.
(3) Exercisable. The exercise price is $1.63 per share.
Employment Agreements:
As of December 1997, the Company entered into a revised
employment agreement (the "Agreement") with Louis Goldstein. Pursuant
to the Agreement, Mr. Goldstein receives a base annual salary of
$230,000 per year, subject to increase in each successive year of the
contract term at the discretion of the Compensation Committee of the
Board of Directors. In addition, the Agreement provides that Mr.
Goldstein is entitled to receive a benefit allowance in the amount of
10% of Mr. Goldstein's base annual compensation, a monthly automobile
allowance and full reimbursement of personal expenses necessitated by
travel on behalf of the Company. Based on the Company's financial
performance, Mr. Goldstein shall also be entitled to receive annual
incentive payments ranging incrementally from $25,000 to $100,000
based upon after-tax income adjusted for non-cash expenses and
extraordinary items. In the event of a change in control of the
Company, Mr. Goldstein shall be entitled to receive a one-time cash
payment equal to 10% of the "excess market capitalization." As defined
in the Agreement, "excess market capitalization" is an amount equal to
the outstanding shares of the Company's capital stock multiplied by
the closing share price on the 30th day following the change in
control less $6 million. In the event of Mr. Goldstein's involuntary
termination without cause, he shall be entitled to receive severance
pay for the unexpired portion of the Agreement's term equal to the sum
of his base compensation, benefit allowance and the incentive
payments, as applicable. The Agreement is for a term of ten years
beginning in December 1997.
As of March 1998, the Company entered into an employment agreement
with Joel Davis, the Company's Chief Operating Officer. The agreement
is for a term of 36 months and provides for annual compensation to Mr.
Davis at the rate of $130,000. In the event of a change in control, as
defined in the agreement, Mr. Davis shall be deemed to have been
terminated without cause and shall be entitled to severance payments
equal to three times his annual salary.
<PAGE>
Principal Stockholders
The following table sets forth certain information as of January
7, 2000 with respect to each beneficial owner of more than five
percent (5%) or more of the outstanding shares of Common Stock of the
Company, each officer and director of the Company and all officers and
directors as a group. The table does not include options that have not
yet vested or are not exercisable within 60 days of the date hereof.
Unless otherwise indicated, the address of each such person or entity
is 223 West Jackson Street, Suite 500, Chicago, Illinois 60606.
<TABLE>
Name of Beneficial Number of Shares Percentage of
Owner Beneficially Owned(1) Common Stock
------------------ --------------------- -------------
<S> <C> <C>
Louis Goldstein(2) 1,462,500 61.7%
Robert Rubin(3) 202,500 10.0%
Joel Davis(4) 110,050 5.6%
Sharon Harder(5) 100,000 5.0%
Steven L. Venit 10,000 *
Robert Kirshner 10,000 *
Robertson Stephens & Co., Inc.(6) 204,559 4.5%
Herbard, Ltd. (7) 217,000 4.8%
All officers and directors 1,895,050 69.0%
as a group (6 persons)
* represents less than 1%
</TABLE>
(1) Pursuant to the rules and regulations of the Securities and
Exchange Commission, shares of Common Stock that an individual or group
has a right to acquire within 60 days pursuant to the exercise of
options or warrants are deemed to be outstanding for the purposes of
computing the percentage ownership of such individual or group, but are
not deemed to be outstanding for the purposes of computing the
percentage ownership of any other person shown in the table.
(2) Consists of:(i) 962,500 share of the Company's Common Stock, and
(ii) 500,000 shares of Common Stock issuable to Mr. Goldstein upon the
exercise of stock options.
(3) Consists of:(i) 52,500 shares of the Company's Common Stock, and
(ii) 150,000 shares of Common Stock issuable to Mr. Rubin upon the
exercise of stock options.
(4) Consists of:(i) 50 shares of the Company's Common Stock, and (ii)
110,000 shares of Common Stock issuable to Mr. Davis upon the exercise
of stock options.
(5) Consists of 100,000 shares of Common Stock issuable to Ms. Harder
upon the exercise of stock options.
<PAGE>
(6) The address for Robertson Stephens & Co., Inc. is 555 California
Street, Suite 2600, San Francisco, CA 94104.
(7) the address of Herbard, Ltd. is P.O. Box 438, Road Town Tortola,
British Virgin Islands, Tortola, D9.
Certain Relationships and Related Transactions
In connection with the formation of the Company, on August 7,
1995, the Company issued to Louis Goldstein 962,500 shares of Common
Stock in exchange for 2,750 shares of common stock of Help At Home,
Inc., an Illinois is company ("Help Illinois"). Also, in connection
with the formation of the Company, in exchange for 143 shares of common
stock of Help Illinois, the Company issued to Robert Rubin, 50,000
shares of the Company's Common Stock.
In 1992, 1993 and 1994 Help Illinois loaned to Mr. Goldstein
$135,470, $101,135 and $92,721, respectively. The loans bear interest
at nine percent per year. The balance of such loans at June 30, 1999
was approximately $146,200. Subsequent to June 30, 1999 the loans were
restructured to run concurrent with the Employment Agreement expiring
in December 2007, and include an approx. 15,000 annual payment with a
balloon at the end of the term. The balance of the loans increased by
approximately $12,538 during the fiscal year due to accumulation of
interest.
During fiscal 1999, the Company paid a total of approximately
$4,364 (including accrued fees from the prior year) to Steven L. Venit,
a director of the Company, for routine legal services.
The Company has adopted a policy that all future transactions,
including loans between the Company and its officers, directors,
principal stockholders and their affiliates, must be approved by a
majority of the Board of Directors, including a majority of the
independent and disinterested outside directors on the Board of
Directors, and must be on terms no less favorable to the Company than
could be obtained from unaffiliated third parties.
Except with respect to the loan transactions described in the
second paragraph above, all previous transactions between the Company
and its officers, directors or 5% stockholders, and their affiliates
were made on terms no less favorable to the Company than those
available from unaffiliated parties. All future transactions between
the Company and its officers, directors or 5% stockholders, and their
affiliates, will be on terms no less favorable than could be obtained
from unaffiliated third parties.
<PAGE>
PROPOSAL 2
RATIFICATION OF RICHARD A. EISNER & CO. LLP AS THE
COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
The Board of Directors has unanimously approved and
unanimously recommends that the Stockholders approve the appointment of
Richard A. Eisner & Co., LLP as the Company's independent certified
public accountants for the ensuing year. Unless a shareholder signifies
otherwise, the persons named in the proxy will so vote.
Stockholder Vote Required
Ratification of the appointment of Richard A. Eisner & Co., LLP
as independent certified public accountants will require the
affirmative vote of the majority of the shares present in person or
represented by proxy at the Annual Meeting of Stockholders.
The Board of Directors recommends a vote for the ratification of the
appointment of Richard A. Eisner & Co., LLP as the Company's
Independent Certified Public Accountants.
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's
directors, its executive (and certain other) officer, and any persons
holding ten percent or more of the Company's Common Stock must report
their ownership of the Company's Common Stock and any changes in that
ownership to the Securities and Exchange Commission and to the National
Association of Securities Dealers, Inc.'s Automated Quotation System.
Specific due dates for these reports have been established. During the
fiscal year ended June 30, 1999, the Company believes all reports
required to be filed by Section 16(a) were filed on a timely basis.
OTHER MATTERS
The Board of Directors knows of no other matters which will be
presented for consideration at the annual meeting. However, it is
possible that certain proposals may be raised at the meeting by one or
more Stockholders. In such case, or if any other matter should properly
come before the meeting, it is the intention of the person named in the
accompanying proxy to vote the shares represented thereby in accordance
with his best judgment.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and
telegram by directors, officers and employees of the Company. The
Company will reimburse banks, brokerage firms, other custodians,
nominees and fiduciaries for reasonable expenses incurred in sending
proxy material to beneficial owners of the Company's capital stock.
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2000
ANNUAL MEETING OF STOCKHOLDERS
In order to be included in the proxy materials for the Company's
next Annual Meeting of Stockholders, pursuant to Rule 14(a)-8 under the
Securities Exchange Act of 1934, stockholder proposals must be received
by the Company on or before September 5, 2000.
ANNUAL REPORT
TO THE SECURITIES AND EXCHANGE COMMISSION
The Annual Report on Form 10-KSB for the year ended June 30, 1999,
as filed with the Securities and Exchange Commission, will be made
available to Stockholders free of charge by writing to Help At Home,
Inc., Attention: Corporate Secretary.
By Order of the Board of
Directors of Help At Home, Inc.
/s/ Louis Goldstein
Louis Goldstein
Chairman of the Board of Directors
January 18, 2000
<PAGE>
PROXY FOR THE 1999 ANNUAL MEETING
OF STOCKHOLDERS OF HELP AT HOME, INC.
The undersigned hereby appoints Louis Goldstein, or his designee,
with full power of substitution, as lawful proxy to represent and vote
all of the shares of Common Stock of the undersigned and with all of
the powers the undersigned would possess if personally present, at the
Annual Meeting of Stockholders of Help At Home, Inc., to be held at
Help At Home, Inc., 223 West Jackson Street, Suite 500, Chicago,
Illinois 60606 on February 3, 2000 at 8:00 a.m. central time and at all
adjournments and continuations thereof, upon the matters specified
below, all as more fully described in the Proxy Statement dated January
12, 2000 and with the discretionary powers upon all other matters which
come before the meeting or any adjournments or continuations thereof.
This Proxy is solicited on behalf of Help At Home, Inc.'s Board of
Directors.
1. To elect directors to hold office for the ensuing year and
until their successors are elected and qualified.
Nominees: Louis Goldstein; Joel Davis; Robert M. Rubin;
Steven L. Venit; and Robert Kirshner.
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below:
2. To ratify the appointment of Richard A. Eisner and Company,
LLP as the Company's independent auditors for the ensuing year.
3. In his discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
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 FOR DIRECTOR.
Date: , 2000
---------------
-----------------------------------
Name
Please indicate date of signing. If
signing as attorney, administrator,
executor, trustee or guardian, give
full title as such.
