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
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
|_| Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Million Dollar Saloon, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
November 10, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Million Dollar Saloon, Inc. (the "Company") to be held at 2:00 p.m., Central
Standard Time, on Thursday, December 9, 1999, at the Driskill Hotel, 604 Brazos
Street, Austin, Texas 78701, The Chisholm Trail Room.
This year you will be asked to consider two proposals concerning the
election of directors and ratification of the appointment of the Company's
independent public accountants, respectively. These matters are explained more
fully in the attached proxy statement, which you are encouraged to read.
The Board of Directors recommends that you approve the proposals and
urges you to return your signed proxy card at your earliest convenience, whether
or not you plan to attend the annual meeting.
Thank you for your cooperation.
Sincerely,
Dewanna Ross
Chief Executive Officer and Secretary
<PAGE>
MILLION DOLLAR SALOON, INC.
6848 Greenville Avenue
Dallas, Texas 75231
(214) 691-6757
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 9, 1999
Notice is hereby given that the Annual Meeting of the Stockholders of
Million Dollar Saloon, Inc., a Nevada corporation (the "Company"), will be held
on December 9, 1999, at 2:00 p.m., Central Standard Time, at the Driskill Hotel,
604 Brazos Street, Austin, Texas 78701, The Chisholm Trail Room, for the
following purposes:
(1) To elect two (2) directors of the Company to hold office until
the next Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified.
(2) To ratify the appointment of S. W. Hatfield + Associates as
independent public accountants for the Company; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The holders of record of common stock of the Company at the close of
business on November 10, 1999, will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Dewanna Ross
Chief Executive Officer and Secretary
<PAGE>
MILLION DOLLAR SALOON, INC.
6848 Greenville Ave.
Dallas, Texas 75231
---------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 9, 1999
---------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
A Proxy in the accompanying form is being solicited by the Board of
Directors of Million Dollar Saloon, Inc. (the "Company") for use at the
Company's Annual Meeting of Stockholders (the "Meeting") to be held at the
Driskill Hotel, 604 Brazos Street, Austin, Texas 78701, The Chisholm Trail Room,
2:00 p.m. Central Standard Time, on December 9, 1999, and at any adjournment
thereof. The Company will bear the cost of such solicitation, including charges
and expenses of brokerage firms, banks and others for forwarding solicitation
material to beneficial owners. In addition to the use of the mails, Proxies may
be solicited by officers and employees of the Company, without remuneration, by
personal contact, telephone or facsimile. Proxies, together with copies of this
Proxy Statement, are being mailed to stockholders of the Company on or about
November 10, 1999.
Execution and return of the enclosed Proxy will not in any way affect a
stockholder's right to attend the Meeting and to vote in person, and any
stockholder giving a Proxy has the power to revoke it at any time before it is
voted by filing with the Secretary of the Company a written revocation or duly
executed Proxy bearing a later date. A Proxy, when executed and not revoked,
will be voted in accordance with the instructions thereon. In the absence of
specific instructions, Proxies will be voted by the individuals named in the
Proxy "FOR" the election as directors of those two nominees named in this Proxy
Statement, "FOR" the proposal to ratify the appointment of S. W. Hatfield +
Associates as independent public accountants for the Company, and in accordance
with their best judgment on all other matters that may properly come before the
Meeting.
VOTING SECURITIES AND QUORUM
Stockholders of record at the close of business on November 10, 1999
(the "Record Date"), are entitled to notice of and to vote at the Meeting. On
the Record Date, the Company had issued and outstanding 5,731,778 shares of
$0.001 par value common stock (the "Common Stock"). The presence, in person or
by Proxy, of the holders of a majority of the issued and outstanding shares of
Common Stock is necessary to constitute a quorum at the Meeting. Each holder of
Common Stock will be entitled to one vote per share held. Neither the Articles
of Incorporation, as amended, nor the Bylaws of the Company provide for
cumulative voting rights.
The favorable vote of the holders of a majority of the shares of Common
Stock present in person or by Proxy at the Meeting is required for the approval
of matters presented at the Meeting, except as to the election of directors, the
two individuals receiving the greatest number of votes shall be deemed elected
even though not receiving a majority.
<PAGE>
MATTERS TO COME BEFORE THE MEETING
Proposal 1: Election of Directors
At the Meeting, two directors constituting the entire Board of
Directors are to be elected. All directors of the Company hold office until the
next annual meeting of stockholders or until their respective successors are
duly elected and qualified or their earlier resignation or removal.
It is the intention of the persons named in the Proxies to vote the
Proxies for the election of the nominees named below, unless otherwise specified
in any particular Proxy. The management of the Company does not contemplate that
any of the nominees will become unavailable for any reason, but if that should
occur before the Meeting, Proxies will be voted for another nominee, or other
nominees, to be selected by the Board of Directors. A stockholder entitled to
vote for the election of directors may withhold authority to vote for certain
nominees for director or may withhold authority to vote for all nominees for
director. The director nominees receiving a plurality of the votes of the
holders of shares of Common Stock, present in person or by Proxy at the Meeting
and entitled to vote on the election of directors, will be elected directors.
Abstentions and brokers non-votes (i.e., shares held in street name for which
the record holder does not have discretionary authority to vote) will not be
treated as a vote for or against any particular director nominee and will not
affect the outcome of the election.
The persons listed below have been nominated by the Board of Directors
as nominees for election to fill the two director positions.
<TABLE>
Nominee Age Position with the Company Director Since
------- --- ------------------------- --------------
<S> <C> <C> <C> <C>
Dewanna Ross(1) 44 President, Chief Executive Officer, 1995
Secretary, Treasurer and Director
Michael R. Garrett(2) 41 Director 1999
</TABLE>
- --------------
(1) Ms. Ross served as Vice President of Operations and Chief Operating Officer
until October 18, 1999 when she was elected as President and Chief
Executive Officer. See "Security Ownership of Certain Beneficial Owners and
Management -- Change in Control."
(2) Mr. Garrett was elected to the Board of Directors in July 1999 to fill the
vacancy resulting from the resignation of Nina J. Furrh.
Information Regarding Nominees For Election As Directors
Background of Nominees for Director
Dewanna Ross has served as a director since 1995 and served as Vice
President of Operations and Chief Operating Officer until October 18, 1999 when
she was elected as interim President and Chief Executive Officer. Ms. Ross is
responsible for the development of corporate policy and the day-to-day
management of the Company, including the hiring of corporate staff. From 1976
until 1995, Ms. Ross was employed as administrative manager of the Furrh family
of private companies. Ms. Ross has a Bachelor of Arts degree from the University
of Texas at Dallas.
-2-
<PAGE>
Michael R. Garrett has served as a director of the Company since July
1999. He is currently the Director of Acquisitions for Diamond Production of
Oklahoma, L.P., where he has been involved in the daily operations of the
partnership and its predecessor and affiliates since 1985. Diamond Production of
Oklahoma, L.P. is an investment partnership with diverse holdings throughout the
United States. As Director of Acquisitions for Diamond Production of Oklahoma,
L.P., Mr. Garrett is responsible for locating and evaluating undervalued real
estate and oil and gas opportunities in the Southwest region of the United
States. Mr. Garrett also oversees the purchase, assimilation and management of
the partnership's acquisitions. Recently, Mr. Garrett coordinated the
organization and capitalization of an Oklahoma financial services company
focusing primarily on credit card lending transactions. Mr. Garrett will assist
the Company in evaluating business opportunities for acquisition.
Board of Directors and Committee Meetings Attendance
During the fiscal year ended December 31, 1998, the Board acted on
three occasions by written unanimous consent of the Board of Directors in lieu
of meeting. The Company does not have any committees. The Company currently does
not pay a director fee for attending scheduled and special meetings of the Board
of Directors. The Company pays expenses of all of its directors in attending
meetings.
Proposal 2: Ratify the Appointment of Independent Public Accountants
The Board of Directors of the Company has appointed S. W. Hatfield +
Associates, independent public accountants to serve as independent auditors of
the Company and to audit its consolidated financial statements for fiscal year
1999, subject to approval by stockholders at the Meeting. To the knowledge of
management of the Company, neither such firm nor any of its members has any
direct or materially indirect financial interest in the Company, or any
connection with the Company in any capacity otherwise than as independent public
accountants.
Although stockholder ratification and approval of this appointment is
not required by law or otherwise, and in keeping with the Company's policy that
its stockholders should be entitled to a voice in this regard as a matter of
good corporate practice, the Board of Directors is seeking ratification of this
appointment. If the appointment is not ratified, the Board of Directors must
then determine whether to appoint other auditors, and in such case, the vote of
stockholders will be taken into consideration.
The following resolution concerning the appointment of independent
auditors will be offered at the Meeting:
RESOLVED, that the appointment by the Board of Directors of
the Company of S. W. Hatfield + Associates to audit the consolidated
financial statements and related books, records, and accounts of the
Company and its subsidiaries for the fiscal year 1999 is hereby
ratified.
The enclosed Proxy will be voted as specified, but if no specification
is made, it will be voted in favor of the adoption of the resolution of
ratification.
-3-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 10,
1999 relating to the beneficial ownership of shares of Common Stock by (i) each
person who owns beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each executive officer of the
Company, and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
- ---------------------------------------------------------------------------------------------------------------
Name(1) Number of Shares Percentage of
Common Stock Owned
<S> <C> <C>
W-W Investments, L.L.P.(2)(3).................................. 2,851,574(4) 49.7%
Steven A. Wheeler(2)........................................... 2,851,574(5) 49.7%
Estate of Edward L. Weaver(2).................................. 2,283,298(6) 39.8%
Linda S. Weaver(2)............................................. 3,473,898(7) 56.6%
Dewanna Ross(8)................................................ 34,350(9) *
Michael R. Garrett(10)......................................... 5,000 *
Ronald W. Johnston(11)......................................... 1,987 *
J.M. Tibbals as Trustee for The Irrevocable Equity
Trust No. 1(12)............................................. 451,558 7.9%
Officers and Directors as a group (3 persons).................. 41,337(13) *
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------
*Less than 1%
(1) Unless otherwise indicated, the persons listed have sole voting and
investment powers with respect to all such shares.
(2) The mailing address for such stockholder is 2152 West Northwest Highway,
Suite 118, Dallas, Texas 75220.
(3) W-W Investments, L.L.P. is an investment partnership in which the Estate of
Edward L. Weaver and Steven A. Wheeler are partners.
(4) Includes 2,283,298 shares owned by W-W Investments, 218,000 shares owned by
Steven A. Wheeler, 290,600 shares owned by Diamond Production of Oklahoma,
L.P. and 59,676 shares owned by Diamond Production Company, L.L.C., which
is owned by the Wheeler Trust `89. Steven A. Wheeler is a limited partner
of Diamond Production of Oklahoma, L.P. and Diamond Production Company
L.L.C. is the General Partner.
(5) Includes the 2,283,298 shares owned by W-W Investments, 218,000 shares
owned by Mr. Wheeler, 290,600 shares owned by Diamond Production of
Oklahoma, L.P. and 59,676 shares owned by Diamond Production Company L.L.C.
which is owned by the Wheeler Trust `89. Mr. Wheeler is a partner in W-W
Investments, a limited partner of Diamond Production of Oklahoma, L.P. and
exercises control over the Wheeler Trust `89.
(6) Includes 2,283,298 shares owned by W-W Investments in which the Estate of
Edward L. Weaver is a partner.
(7) Includes the 2,283,298 shares owed by W-W Investments, 500,000 shares owned
by Linda S. Weaver, 290,600 shares owned by Diamond Production of Oklahoma
L.P. and 400,000 shares which may be acquired by Linda S. Weaver pursuant
to an option granted to her by the Company. The option may be exercise at
any time for $1.10 per share until October 18, 2004. Mrs. Weaver is a
limited partner of Diamond Production of Oklahoma, L.P. and is the
independent executrix of the Estate of Edward L. Weaver.
(8) Dewanna Ross is the President, Chief Executive Officer, Secretary,
Treasurer and a director of the Company. She is a nominee for re-election
as a director.
(9) Includes 4,000 shares owned by Ms. Ross and 30,350 shares held in a
custodian account for the benefit of Solon Weaver. Ms. Ross disclaims any
ownership interest in the 30,350 shares held in the custodian account, but
she does have voting authority of such shares.
(10) A director of the Company and nominee for reelection.
(11) Mr. Johnston is the Chief Financial Officer and Vice President of Finance
of the Company.
(12) The mailing address for The Irrevocable Equity Trust No. 1 is c/o J.M.
Tibbals, Arter & Hadden, 1717 Main Street, Suite 4100, Dallas, Texas 75201.
(13) Includes 4,000 shares owned by Dewanna Ross, 30,350 shares held in a
custodian account over which Ms. Ross exercises voting control, 5,000
shares owned by Mr. Garrett and 1,987 shares owned by Mr. Johnston.
-4-
<PAGE>
Change in Control
On July 9, 1999, W-W Investments, L.L.P., a Texas registered limited
liability partnership ("W-W Investments"), acquired in a private transaction
460,001 shares of the common stock of the Company from Bjorn Heyerdahl, a former
officer and director of the Company, for $299,000 ($.65 per share) and
additionally acquired from Nina J. Furrh, a former officer and director of the
Company, 1,823,297 shares of the common stock of the Company for $1,427,637
($.7829975 per share). The 2,283,298 shares of the Company's common stock
acquired from the two stockholders represents approximately 39.8% of the
outstanding 5,731,778 shares of the Company's common stock.
W-W Investments is an investment partnership in which the Estate of
Edward L. Weaver and Steven A. Wheeler are partners. Linda S. Weaver is the
independent executrix of the Estate of Edward L. Weaver. As a result of the
acquisition of the shares by W-W Investment, Linda S. Weaver owns beneficially,
directly or indirectly, 3,473,898 shares of common stock which includes the
2,283,298 shares owned by W-W Investments, 500,000 shares owned by Linda S.
Weaver, 290,600 shares owned by Diamond Production of Oklahoma, L.P., and
400,000 shares which may be acquired by Linda S. Weaver at any time until
October 18, 2004 for $1.10 per share pursuant to the option granted to her by
the Company.
As a result of the acquisition of the 2,283,298 shares by W-W
Investments, Steven A. Wheeler beneficially owns, directly or indirectly,
2,851,574 shares of the Company's common stock which includes the 2,283,298
shares acquired by W-W Investments, 218,000 shares owned by Steven A. Wheeler,
290,600 shares owned by Diamond Production of Oklahoma, L.P. and 59,676 shares
owned by Diamond Production Company L.L.C., which is owned by The Wheeler Trust
`89. Linda S. Weaver and Steven A. Wheeler are limited partners of Diamond
Production of Oklahoma, L.P. and Diamond Production Company L.L.C. is the
General Partner. Steven A. Wheeler exercises control over the Wheeler Trust `89.
The resignation on July 9, 1999 of Nina J. Furrh, Sharon Furrh and
Ronald Johnston as directors of the Company was a negotiated condition for the
W-W Investment transaction and was not the result of a disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
W-W Investments has the right to elect up to three directors to fill
the vacancies created by the resignations of Nina J. Furrh, Sharon Furrh and
Ronald Johnston. On July 9, 1999 and September 15, 1999, Michael R. Garrett and
Robert B. Barton, respectively, were elected to the Board of Directors to fill
two of the vacancies created by the director resignations. On October 18, 1999,
Mr. Barton resigned as a director because of potential conflicts of interest
which may arise as a result of his employment with an investment firm in Dallas.
He did not resign as the result of any disagreement with the Company or its
Board of Directors on any matter relating to the Company's operations, policies
or practices.
-5-
<PAGE>
EXECUTIVE OFFICERS AND COMPENSATION
The following section sets forth the names and background of the
Company's executive officers.
<TABLE>
<CAPTION>
Background of Executive Officers
Name Offices Held Age
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dewanna Ross(1) President Chief Executive Officer, Secretary, Treasurer 44
and Director
Ronald W. Johnston(2) Chief Financial Officer and Vice President of Finance 46
</TABLE>
- ------------------
(1) For further information regarding the background of Ms. Ross, see
"Information Regarding Nominees For Election As Directors."
(2) Mr. Johnston served as a director of the Company until July 9, 1999 when he
resigned. Mr. Johnston has served as Chief Financial Officer of the Company
since 1996. He has been a Certified Public Accountant in private practice
in Dallas, Texas since 1990. See "Security Ownership of Certain Beneficial
Owners and Management -- Change in Control."
All officers of the Company hold office until the annual meeting of
directors following the annual meeting of stockholders or until their respective
successors are duly elected and qualified or their earlier resignation or
removal.
Summary of Compensation
The following Summary Compensation Table sets forth, for the years
indicated, all cash compensation paid, distributed or accrued for services,
including salary and bonus amounts rendered in all capacities for the Company to
its President and Chief Executive Officer. No executive officer of the Company
received remuneration in excess of $100,000 during the referenced periods.
<TABLE>
Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
-------------------------- -------
Securities LTIP All
Salary/ Other Annual Restricted Underlying Payouts Other
Name/Title Year Bonus Compensation Stock Awards Options/SARs Compensation
- ------------------------ ------- ---------- ------------ ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Nina J. Furrh, Chief 1998 $ 9000 N/A N/A N/A N/A -0-
Executive Officer 1997 $ -0- N/A N/A N/A N/A -0-
and President(1) 1996 $ -0- N/A N/A N/A N/A 2,150(1)
1995 $61,200 N/A N/A 58,500(2)
</TABLE>
- ------------------------
(1) Nina J. Furrh resigned as President, Chief Executive Officer and director
of the Company on July 9, 1999 as part of the transaction with W-W
Investments. Dewanna Ross was elected interim President and Chief Executive
Officer on October 18, 1999 and will serve in this capacity until the
Company employs a permanent President. The Board of Directors has begun a
search for a permanent President and Chief Executive Officer with
acquisition and restaurant/entertainment management experience.
(2) Represents distributions from the Furrh Limited Partnership.
On July 9, 1999, Dewanna Ross, the Company's interim President,
Secretary, Treasurer and a director, entered into an Employment Agreement with
the Company for a term of two years which provides for a salary of $1,400 per
week during the first year of employment and $1,500 per week during the second
year of the Agreement.
-6-
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), requires the Company's officers, directors and persons who
own more than 10% of a registered class of the Company's equity securities to
file statements on Form 3, Form 4, and Form 5 of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by the regulation to furnish the
Company with copies of all Section 16(a) reports which they file.
Based solely on a review of reports on Form 3 and 4 and amendments
thereto furnished to the Company during its most recent fiscal year and written
representations from reporting persons that no report on Form 5 was required,
the Company believes that no person who, at any time during 1998, was subject to
the reporting requirements of Section 16(a) with respect to the Company failed
to meet such requirements on a timely basis.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of stockholders intended to be presented at the annual
meeting of stockholders of the Company to be held in 1999 must be received by
the Company at its principal executive offices, 6848 Greenville Avenue, Dallas,
Texas 75231, no later than May 8, 2000, in order to be included in the Proxy
Statement and form of Proxy relating to that meeting.
OTHER MATTERS
The management of the Company does not know of any other matters that
may come before the meeting. However, if any matters other than those referred
to above should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote on such matters in accordance with
their best judgment.
-7-
<PAGE>
================================================================================
FORM 10-KSB
The Company will furnish without charge to each person whose Proxy is
being solicited upon request of any such person a copy of the Annual Report of
the Company on Form 10-KSB for the fiscal year ended December 31, 1998, as filed
with the Securities and Exchange Commission, including the financial statements.
Such report was filed with Securities and Exchange Commission on March 3, 1999.
Requests for copies of such report should be directed to Ms. Dewanna Ross,
Million Dollar Saloon, Inc., 6848 Greenville Avenue, Dallas, Texas 75231.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998 includes a copy of its Annual Report on Form 10-KSB, including
the financial statements as filed with the Securities and Exchange Commission.
================================================================================
-8-
<PAGE>
MILLION DOLLAR SALOON, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders
December 9, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Dewanna Ross and
Michael R. Garrett (acting unanimously, or if only one be present, by that one
alone), and each of them, with full power of substitution and revocation, as the
true and lawful attorney and proxy of the undersigned, to attend the Annual
Meeting of Stockholders of Million Dollar Saloon, Inc. (the "Company") to be
held at the Driskill Hotel, 604 Brazos Street, Austin, Texas 78701, The Chisholm
Trail Room, at 2:00 p.m., Central Standard Time on December 9, 1999, and any
adjournments thereof, and to vote the shares of Common Stock standing in the
name of the undersigned with all powers the undersigned would possess if
personally present at the meeting.
(1) Election of two (2) Directors to serve until the next Annual Meeting of
Stockholders in 2000.
[ ] FOR All nominees named (except as marked to the contrary).
[ ] WITHHOLD AUTHORITY to vote for all nominees named.
Names of Nominees:
Dewanna Ross Michael R. Garrett
(Instruction: To withhold authority to vote for individual nominees, write the
nominee's names on the following line.)
- --------------------------------------------------------------------------------
(2) Ratification of Appointment of S.W. Hatfield + Associates as Independent
Public Accountants of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion to vote upon such other business as may properly come
before the meeting.
[ ]FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed, on other side)
<PAGE>
(Continued from other side)
If no specific direction is given, the proxy will be voted FOR the
election of all directors, FOR ratification of the appointment of S.W. Hatfield
+ Associates as independent public accountants, and in accordance with their
best judgment on all other matters that may properly come before the meeting.
Please sign exactly as your name appears below. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. 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: , 1999
-----------------------------------
(Print Full Name of Stockholder)
-----------------------------------
(Signature of Stockholder)
-----------------------------------
(Insert Title of Above Signatory
if Stockholder is not an Individual)
No postage is required if returned in the enclosed envelope
and mailed in the United States. Stockholders who are
present at the meeting may withdraw their Proxy and vote in
person if they so desire.
PLEASE SIGN AS YOUR NAME APPEARS HEREON, DATE AND RETURN PROXY.
