SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BARNWELL INDUSTRIES, 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
BARNWELL INDUSTRIES, INC.
-------------------
Notice of Annual Meeting of Stockholders
-------------------
To the Stockholders of BARNWELL INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BARNWELL
INDUSTRIES, INC., a Delaware corporation, will be held on March 6, 2000, at 9:30
a.m., Central Standard Time, at the Sheraton Shreveport Hotel, 1419 East 70th
Street, Shreveport, Louisiana, for the purpose of considering and acting upon:
(1) The election of a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors shall have been elected and
qualified; and
(2) Any and all other business which may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on January 10, 2000,
are entitled to notice of and to vote at this meeting or any adjournment
thereof. The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 1999, which includes consolidated financial statements, is
enclosed herewith.
We will be pleased to have you attend the meeting. However, if you are
unable to do so, please sign and return the enclosed Proxy in the enclosed
addressed envelope.
By Order of the Board of Directors,
/s/ Alexander C. Kinzler
--------------------
ALEXANDER C. KINZLER
Secretary
Dated: January 20, 2000
2
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BARNWELL INDUSTRIES, INC.
SUITE 2900
1100 ALAKEA STREET
HONOLULU, HAWAII 96813
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
The following information is furnished in connection with the Annual
Meeting of Stockholders of Barnwell Industries, Inc., a Delaware corporation
(the "Company") to be held on March 6, 2000 at 9:30 a.m. Central Standard Time,
at the Sheraton Shreveport Hotel, 1419 East 70th Street, Shreveport, Louisiana.
The accompanying Proxy is solicited by the Board of Directors of the
Company, and the Company will bear the cost of such solicitation. Solicitation
of proxies will be primarily by mail. Proxies may also be solicited by regular
employees of the Company by telephone at a nominal cost. Brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward
soliciting material to the beneficial owners of Common Stock (as defined below)
and will be reimbursed for their expenses. All properly executed proxies will be
voted as instructed.
Stockholders who execute proxies may revoke them by delivering
subsequently dated proxies or by giving written notice of revocation to the
Secretary of the Company at any time before such proxies are voted. No proxy
will be voted if the stockholder attends the meeting and elects to vote in
person.
This Proxy Statement and the accompanying Form of Proxy are first being
sent to stockholders on or about January 20, 2000.
VOTING AT THE MEETING
Only stockholders of record at the close of business on January 10, 2000,
(the "Record Date") will be entitled to vote at the annual meeting and any
adjournment thereof. As of the Record Date, 1,316,952 shares of common stock,
par value $0.50, of the Company (the "Common Stock") were issued and
outstanding. Each share of Common Stock outstanding as of the Record Date is
entitled to one vote on any proposal presented at the meeting. With respect to
abstentions, the shares will be considered present at the meeting for a
particular proposal, but since they are not affirmative votes for the proposal,
they will have the same effect as a vote withheld on the election of directors
or a vote against such other proposal, as the case may be. Brokers and nominees
may be precluded from exercising their voting discretion with respect to certain
matters to be acted upon and, thus, in the absence of specific instructions from
the beneficial owner of the shares, will not be empowered to vote the shares on
such matters and, therefore, will not be counted in determining the number of
shares necessary for approval. Shares represented by such broker nonvotes will,
however, be counted for purposes of determining whether there is a quorum.
ELECTION OF DIRECTORS
At the meeting all ten directors of the Company are proposed to be
elected, each elected director to hold office until the next annual meeting and
until his successor is elected and qualified. The persons named as proxies in
the enclosed Proxy are executive officers of the Company and, unless contrary
instructions are given, they will vote the shares represented by the Proxy for
the election to the Board of Directors of the persons named below. The election
of directors will require a plurality of the votes cast at the meeting. The
Board of Directors has no reason to believe that any of the nominees for the
office of Director will be unable to serve; however, in the event any of the
nominees should withdraw or otherwise become unavailable for reasons not
presently known, the persons named as proxies will vote for other persons in
place of such nominees.
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<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND NOMINEES TO THE BOARD OF DIRECTORS
The following table sets forth as to the directors and nominees for
election: (1) such person's name; (2) the year in which such person was first
elected a director of the Company; (3) such person's age; (4) all positions and
offices with the Company held by such person; (5) the business experience of
such person during the past five years; and (6) certain other directorships, if
any, held by such person.
Director All other Present Positions with
Name Since Age the Company and Principal Occupations
- ----------------------- -------- ----- ------------------------------------------
<S> <C> <C> <C>
Morton H. Kinzler 1956 74 Chairman of the Board of the Company
since 1980, President and Chief Executive
Officer since 1971. Mr. Kinzler is the
father of Alexander C. Kinzler, Executive
Vice President, Secretary and Director of
the Company.
Alan D. Hunter 1977 62 Partner, Gowling Strathy & Henderson,
Calgary, Alberta (attorneys) since
January 1, 2000; Partner, Code Hunter,
Calgary, Alberta (attorneys) for the
prior 5 years. Code Hunter merged into
Gowling Strathy & Henderson on January 1,
2000.
Erik Hazelhoff-Roelfzema 1977 82 Investor
William C. Warren 1980 89 Dean Emeritus, Columbia University School
of Law, and private practice of law, New
York, New York; Director, C.S.S.
Industries, Inc. (producer of paper
products and forms); Sterling National
Bank and Trust Co.; Sterling Bancorp; and
Guardian Life Insurance Company of
America.
Daniel Jacobson 1981 71 Vice Chairman and Director, Siebert
Financial Corporation (securities
brokerage) since May 3, 1999; Partner,
Richard A. Eisner & Company, LLP, New
York, New York (Accountants and
Consultants), from June 1, 1994 to May 2,
1999.
Martin Anderson 1985 76 Partner, Goodsill Anderson Quinn &
Stifel, Honolulu, Hawaii (attorneys);
Trustee, Hawaii Pacific University; and
Director, Bishop Street Funds.
Glenn Yago, Ph. D. 1990 49 Director of Capital Studies/Senior
Economist, Milken Institute, since
August, 1996; Professor, Baruch College -
City University of New York Graduate
School between September, 1994 and
September, 1996; Director, American
Passage Media Corporation (targeted media
and publishing) and Media Passage
Holdings, Inc. (diversified media).
Murray C. Gardner, Ph. D. 1996 67 Independent consultant and investor since
October 1, 1995; Director, Geothermex,
Inc. (geothermal exploration and
development services) and an independent
consultant and investor between October
1, 1994 and September 30, 1995.
Alexander C. Kinzler 1999 41 Executive Vice President of the Company
since December 1997 and Secretary since
1986. Employed by the Company since 1984.
Terry Johnston - 58 Investor. Mr. Johnston is the president
of the managing general partner of
Cambridge Hawaii Limited Partnership
("CHLP"). CHLP is a 49.9% partner in the
Company's Kaupulehu Developments joint
venture.
</TABLE>
4
<PAGE>
The Board of Directors has a standing Compensation Committee, a standing
Audit Committee, and a standing Executive Committee. It has no standing
nominating committee. The members of the Compensation Committee are Mr. Warren,
Chairman, and Messrs. Hunter, Jacobson, Anderson, Gardner and Morton Kinzler,
with Mr. Morton Kinzler being a non-voting member. The Compensation Committee
(i) determines the annual compensation of the Company's senior officers; (ii)
recommends, if appropriate, new employee benefit plans to the Board of
Directors; (iii) administers all employee benefit plans and (iv) makes
determinations in connection therewith as may be necessary or advisable. During
the fiscal year ended September 30, 1999, the Compensation Committee held one
meeting.
The members of the Audit Committee are Mr. Jacobson, Chairman, and Messrs.
Anderson, Yago, Gardner and Morton Kinzler, with Mr. Morton Kinzler being a
non-voting member. The Audit Committee recommends the independent accountants
appointed by the Board of Directors to audit the consolidated financial
statements of the Company, and reviews with such accountants the scope of their
audit and report thereon, including any questions and recommendations that may
arise relating to such audit and report or the Company's internal accounting and
auditing procedures. It also reviews periodically the performance of the
Company's accounting and financial personnel. During the fiscal year ended
September 30, 1999, the Audit Committee held one meeting.
The members of the Executive Committee are Mr. Morton Kinzler, Chairman,
and Messrs. Anderson, Hazelhoff-Roelfzema, and Warren. The Executive Committee
is empowered to exercise all of the authority of the Board of Directors, except
for certain items enumerated in the Company's By-Laws. During the fiscal year
ended September 30, 1999, the Executive Committee held no meetings.
The Board of Directors held two meetings during the fiscal year ended
September 30, 1999. All directors attended all meetings of the Board of
Directors and of the Committees of the Board on which each of them served.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names and ages of all executive
officers of the Company, their positions and offices with the Company and the
period during which each has served.
Name Age Position with the Company
---- --- -------------------------
Morton H. Kinzler 74 Chairman of the Board since 1980 and
President and Chief Executive Officer
since 1971.
Russell M. Gifford 45 Executive Vice President since December
1997, Treasurer since November 1986 and
Chief Financial Officer since August
1985. Served as Vice President of the
Company from March 1985 to December
1997.
Alexander C. Kinzler 41 Executive Vice President since December
1997 and Secretary since November 1986.
Served as Vice President of the Company
from November 1986 to December 1997.
Director of the Company since December
1999.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following summary compensation table sets forth the annual
compensation paid or accrued by the Company to the Chief Executive Officer and
to executive officers whose annual compensation exceeded $100,000 for the fiscal
year ended September 30, 1999 (collectively the "Named Executive Officers") for
services during the fiscal years ended September 30, 1999, 1998 and 1997:
Annual Compensation
---------------------------------
Other
Annual
Name and Compen-
Principal Position Year Salary Bonus sation
- ----------------------------- ------ ----------- --------- ---------
Morton H. Kinzler 1999 $300,000 $100,000 $ 12,497
Chairman of the Board, 1998 300,000 - 12,497
President and Chief 1997 300,000 40,000 12,497
Executive Officer
Russell M. Gifford 1999 190,000 -
Executive Vice President, 1998 186,875 -
Chief Financial Officer and 1997 176,250 25,000
Treasurer
Alexander C. Kinzler 1999 187,500 75,000
Executive Vice President, 1998 184,375 -
Secretary and Director 1997 173,750 25,000
Directors who are not officers of the Company receive an annual fee of
$10,000 and are reimbursed for expenses incurred with respect to meeting
attendance. The Chairmen of the Compensation and Audit Committees receive an
additional $7,500 annual fee. The members of the Executive and Compensation
Committees, other than the Chairmen, receive an additional $1,250 annual fee.
The members of the Audit Committee, other than the Chairman, receive an
additional $3,750 annual fee. In lieu of payment of such fees to Mr.
Hazelhoff-Roelfzema, the Company reimburses him for certain expenses incurred in
connection with his service as a director.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth information related to the number of shares
of Common Stock acquired during the fiscal year ended September 30, 1999 by the
Named Executive Officers pursuant to the exercise of stock options, the value
realized by the Named Executive Officers on exercise of such stock options and
the number and value of unexercised stock options held by the Named Executive
Officers at the end of the fiscal year ended September 30, 1999:
<TABLE>
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares September 30, 1999 September 30, 1999
Acquired on Value ------------------------- -------------------------
Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Alexander C. Kinzler ---- ---- 16,000/4,000 - / -
</TABLE>
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 17, 1998, the Company repurchased 5,100 shares of Common Stock
from Mr. Martin Anderson, a Director and 7.1% shareholder of the Company, at a
price of $16.625 per share, the closing price of the Common Stock on the
American Stock Exchange on that day, for a total purchase price of $84,787.50.
In June, 1995, the Company issued $2,000,000 of convertible notes due July
1, 2003 for an aggregate price of $2,000,000. $400,000 of such notes were
purchased by Mr. Morton H. Kinzler, President, Chief Executive Officer and
Chairman of the Board of Directors of the Company, $200,000 were purchased by
Mr. Martin Anderson, a director of the Company, $200,000 were purchased by Dr.
Joseph E. Magaro, a 16.4% shareholder of the Company, $100,000 were purchased by
Dr. R. David Sudarsky, a 9.4% shareholder of the Company, and $1,000,000 were
purchased by Ingalls and Snyder, a 5.9% shareholder of the Company. See
"Security Ownership of Certain Beneficial Owners and Management", below. The
notes are payable in 20 consecutive equal quarterly installments beginning in
October 1998. Interest, which is adjusted quarterly to the greater of 10% per
annum or 1% over the prime rate of interest, is payable quarterly. Throughout
fiscal year 1999, the notes bore interest at the rate of 10% per annum. The
notes are convertible into shares of Common Stock at a price of $20.00 per
share, subject to adjustment for certain events including a stock split of, or
stock dividend on, the Common Stock. The notes are redeemable, at the option of
the Company, at premiums declining 1% annually, beginning in 1997, from 5% to 0%
of the principal amount of the notes.
The Company is contingently liable for a demand loan made by a Canadian
bank in fiscal 1991 and renewed annually to Dr. Joseph E. Magaro, a 16.4%
shareholder of the Company, in the amount of $100,000 in connection with the
development of certain oil and gas properties in Canada in which he
participated. The loan is secured by Dr. Magaro's interest in those oil and gas
properties, the value of which, in the Company's opinion, far exceeds the amount
of the loan. The annual rate of interest applicable to this loan is set by the
Royal Bank of Canada. As of September 30, 1999, such rate of interest was 6.00%.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 6, 1999, with
respect to the beneficial ownership of the Common Stock, the sole voting
security of the Company, by (i) each person known to the Company who
beneficially owns more than 5% of the Common Stock, (ii) each director and
nominee of the Company, (iii) the Named Executive Officers and (iv) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------------------------------------------- ------------------------ ---------
<S> <C> <C> <C>
Joseph E. Magaro 401 Riversville Road 217,510 (2) 16.4%
Greenwich, Connecticut
R. David Sudarsky 3050 North Ocean Boulevard 124,600 (3) 9.4%
Ft. Lauderdale, Florida
<FN>
- ---------------------------
(1) A person is deemed to be the beneficial owner of securities that such
person can acquire as of and within the 60 days following the date of this table
upon the exercise of options or rights of conversion. Each beneficial owner's
percentage of ownership is determined by assuming that options or conversion
rights that are held by such person (but not those held by any other person) and
which are exercisable as of and within 60 days following the date of this table
have been exercised. For purposes of the footnotes that follow, "currently
exercisable" means options that are exercisable as of and within 60 days
following the date of this table and "currently convertible" means conversion
rights that are exercisable as of and within 60 days following the date of this
table. Except as indicated in the footnotes that follow, shares listed in the
table are held with sole voting and investment power.
(2) Includes a note in the principal amount of $140,000 that is currently
convertible into 7,000 shares of Common Stock at a conversion price of $20.00
per share.
(3) Includes a note in the principal amount of $70,000 that is currently
convertible into 3,500 shares of Common Stock at a conversion price of $20.00
per share.
</FN>
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership ** of Class
- ------------------------------------------------------- ------------------------ ---------
<S> <C> <C> <C>
Morton H. Kinzler 1100 Alakea Street, Suite 2900 240,460 (4) 18.1%
Honolulu, Hawaii
Alan D. Hunter 44 Medford Place, S.W. 400 *
Calgary, Alberta, Canada
Erik Hazelhoff-Roelfzema 1120, 639 Fifth Avenue S.W. 400 *
Calgary, Alberta, Canada
William C. Warren Roberts & Holland 28,000 2.1%
Worldwide Plaza
825 Eighth Avenue
New York, New York
Daniel Jacobson 885 Third Avenue 5,000 *
New York, New York
Martin Anderson 1099 Alakea Street, Suite 1800 93,945 (5) 7.1%
Honolulu, Hawaii
Glenn Yago, Ph.D. 1250 Fourth Street, 2nd Floor 300 *
Santa Monica, California
Murray C. Gardner, Ph.D. P. O. Box 1657 2,200 *
Kamuela, Hawaii
Russell M. Gifford 1100 Alakea Street, Suite 2900 2,800 *
Honolulu, Hawaii
Alexander C. Kinzler 671 Puuikena Drive 37,670 (6) 2.8%
Honolulu, Hawaii
Terry Johnston 201-5325 Cordova Bay Road 1,000 *
Victoria, British Columbia, Canada
Ingalls & Snyder 61 Broadway 80,300 (7) 5.9%
New York, New York
All directors and executive officers as a group (11 persons) 411,775 (8) 30.4%
<FN>
- ---------------------------
* Represents less than 1% of the outstanding shares of Common Stock of the
Company.
** See footnote 1 on previous page.
(4) Includes (i) a note in the principal amount of $280,000 that is currently
convertible into 14,000 shares of Common Stock at a conversion price of
$20.00 per share, and (ii) 11,000 shares of Common Stock held by an
estate of which Mr. Kinzler is a co-executor, as to which shares Mr.
Kinzler may be deemed to share voting and investment power. Mr. Kinzler
disclaims beneficial ownership of the shares held by such estate.
(5) Includes a note in the principal amount of $140,000 that is currently
convertible into 7,000 shares of Common Stock at a conversion price
of $20.00 per share.
(6) Includes currently exercisable options to acquire 20,000 shares of Common
Stock.
(7) Includes a note in the principal amount of $700,000 that is currently
convertible into 35,000 shares of Common Stock at a conversion price of
$20.00 per share.
(8) Includes currently exercisable options held by executive officers of the
Company to acquire 20,000 shares of the Common Stock, and notes in the
aggregate principal amount of $420,000 held by directors of the Company
currently convertible into 21,000 shares of Common Stock at a conversion
price of $20.00 per share.
</FN>
</TABLE>
8
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
beneficial ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission and any national securities exchange on which such equity securities
are registered. Based solely on the Company's review of the copies of such forms
it has received and written representations from certain reporting persons that
they were not required to file reports on Form 5 during the most recently
completed fiscal year or prior years, the Company believes that all of its
officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's most
recently completed fiscal year.
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed KPMG LLP as the firm
of independent public accountants to audit the accounts of the Company for the
year ending September 30, 2000. This firm expects to have a representative
available by telephone at the meeting who will have an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Any proposal submitted by a stockholder of the Company for action at the
next Annual Meeting of Stockholders will not be included in the proxy material
to be mailed to the Company's stockholders in connection with such meeting
unless such proposal is received at the principal office of the Company no later
than September 25, 2000.
GENERAL
No business other than those set forth in Item (1) and Item (2) of the
Notice of Annual Meeting of Stockholders is expected to come before the meeting,
but should any other matters requiring a vote of stockholders properly arise,
including a question of adjourning the meeting, the persons named in the
accompanying Proxy will vote thereon according to their best judgment in the
best interests of the Company.
Insofar as any of the information in this Proxy Statement may rest
peculiarly within the knowledge of persons other than the Company, the Company
has relied upon information furnished by such persons.
By Order of the Board of Directors,
/s/ Alexander C. Kinzler
--------------------
ALEXANDER C. KINZLER
Secretary
Dated: January 20, 2000
Stockholders may obtain a copy, without charge, of the Company's Annual
Report on Form 10-KSB, as filed with the Securities and Exchange Commission, by
writing to Alexander C. Kinzler, Barnwell Industries, Inc., 1100 Alakea Street,
Suite 2900, Honolulu, Hawaii 96813.
9
<PAGE>
Appendix A
- ----------
FRONT OF CARD
PROXY
BARNWELL INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned stockholder of Barnwell Industries, Inc., a Delaware
corporation, hereby appoints Morton H. Kinzler and Alexander C. Kinzler, and
each of them, attorneys, agents and proxies of the undersigned, with full power
of substitution to each of them, to vote all the shares of Common Stock which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
the Company to be held at the Sheraton Shreveport Hotel, 1419 East 70th Street,
Shreveport, Louisiana, on March 6, 2000, at 9:30 A.M., Central Standard time,
and at any adjournment of such meeting, with all powers which the undersigned
would possess if personally present:
(Continued and to be signed on reverse side)
- -------------------------------------------------------------------------------
10
<PAGE>
BACK OF CARD
X Please mark your votes as in this example.
-----
1. The election of the 10 Directors
listed at right:
Nominees: Morton H. Kinzler
FOR all nominees WITHHOLD AUTHORITY Alan D. Hunter
listed at right to vote for all Erik Hazelhoff-Roelfzema
(except as marked nominees listed at William C. Warren
to the contrary) right Daniel Jacobson
Martin Anderson
----- ----- Glenn Yago
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR Murray C. Gardner
ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH Alexander C. Kinzler
THAT NOMINEE'S NAME IN THE LIST AT RIGHT.) Terry Johnston
2. Upon any and all other business which may come before the meeting or any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders, Proxy Statement of the Company for the Annual Meeting and the
Company's Annual Report to Stockholders for the fiscal year ended September 30,
1999.
This Proxy, when properly executed, will be voted in accordance with the
specification made hereon. If not otherwise specified, this Proxy will be voted
FOR the election of Board of Directors as proposed herein.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE DATE SIGNATURE DATE
------------------ -------- ------------------ -------
IF HELD JOINTLY
(Signature(s) should agree with name on stock certificate as stenciled hereon.
Executors, administrators, trustees, etc., should so indicate when signing.)
