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
(Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/x/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Fortress Group, Inc.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Brian S. Buchanan, Vice President
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 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:
________________________________________________________________________________
/_/ 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
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[FORTRESS LOGO OMITTED]
THE FORTRESS GROUP, INC.
1650 Tysons Boulevard, Suite 600, McLean, Virginia 22102
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Notice of Special Meeting of Stockholders
To Be Held on Thursday, March 16, 2000
--------------------
The Special Meeting of Stockholders of The Fortress Group, Inc. will be
held on March 16, 2000 at the office of Arent Fox Kintner Plotkin & Kahn PLLC,
1050 Connecticut Avenue, NW, Washington, DC 20036, at 8:30 a.m., local time, to
consider and act upon the following matters:
1. To consider and act upon a proposal to permit the Board of
Directors to amend the Company's Certificate of Incorporation
to effect a reverse stock split of the Company's issued Common
Stock at a ratio not to exceed one-for-five as discussed in
the accompanying Proxy Statement.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders of record at the close of business on March 1, 2000 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
GEORGE C. YEONAS, President
and Chief Executive Officer
McLean, Virginia
March 3, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FOLLOW
THE INSTRUCTIONS ON THE ENCLOSED PROXY IN ORDER TO ENSURE
REPRESENTATION OF YOUR SHARES AT THE MEETING.
<PAGE>
THE FORTRESS GROUP, INC.
1650 Tysons Boulevard, Suite 600
McLean, Virginia 22102
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PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 16, 2000
General Information
The Special Meeting of Stockholders of The Fortress Group, Inc. (the
"Company" or "Fortress") will be held at the office of Arent Fox Kintner Plotkin
& Kahn PLLC, 1050 Connecticut Avenue, NW, Washington, DC 20036, on Thursday,
March 16, 2000 at 8:30 a.m., local time, for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders (the "Special Meeting").
The approximate mailing date for this Proxy Statement is March 4, 2000.
It is important that your shares be represented at the meeting. If it
is impossible for you to attend the meeting, please sign and date the enclosed
proxy and return it in the envelope provided. The proxy is solicited by the
Board of Directors of the Company (the "Board"). Shares represented by valid
proxies in the enclosed form will be voted if received in time for the Special
Meeting. Expenses in connection with the solicitation of proxies will be borne
by the Company and may include requests by mail and personal contact by its
directors, officers and employees. The Company will reimburse brokers or other
nominees for their expenses in forwarding proxy materials to principals. The
giving of the enclosed proxy does not preclude the right to vote in person at
the meeting, should the stockholder giving the proxy so desire. Any person
giving a proxy has the power to revoke it any time before it is voted. The proxy
may be revoked at any time prior to its exercise by notice of revocation in
writing sent to the Secretary of the Company, by presenting to the Company a
later-dated proxy card executed by the person executing the prior proxy card or
by attending the meeting and voting in person.
Shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), represented by properly executed proxy cards received by the Company in
time for the meeting will be voted in accordance with the choices specified in
the proxies. Abstentions and broker non-votes (proxies that indicate that
brokers or nominees have not received instructions from the beneficial owner of
shares) will be counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Abstentions are counted in tabulating
the total number of votes cast on proposals presented to stockholders, whereas
broker non-votes are not counted for purposes of determining the total number of
votes cast.
Voting Securities
Holders of record of shares of Common Stock at the close of business on
March 1, 2000 (the "Record Date") are entitled to notice of, and to vote at, the
Special Meeting or at any adjournment or adjournments of the Special Meeting.
Each share of Common Stock has one vote. On the Record Date, there were issued
and outstanding 12,231,160 shares of Common Stock.
In addition, holders of record of shares of the Company's Class AAA
Convertible Preferred Stock, $.01 par value ("Class AAA Preferred Stock"), at
the close of business on the Record Date
<PAGE>
are entitled to notice of, and to vote at, the Special Meeting or at any
adjournment or adjournments of the Special Meeting. On the Record Date, there
were issued and outstanding 28,500 shares of Class AAA Preferred Stock,
entitling the holder thereof to cast 4,750,000 votes at the Special Meeting.
Prometheus Homebuilders LLC, which owns all of the outstanding Class AAA
Preferred Stock and 848,845 shares of Common Stock, intend to vote in favor of
the Reverse Stock Split.
The Common Stock and Class AAA Preferred Stock are the only voting
stock and vote as one class.
Ownership by Persons Owning More Than Five Percent
The following table sets forth certain information with respect to
persons known to the Company to be the beneficial owners of more than five
percent of the outstanding Common Stock or Class AAA Preferred Stock and all
directors and executive officers as a group. Other than the Class AAA Preferred
Stock held by Prometheus Homebuilders LLC, all of the stock set forth in the
table is Common Stock.
<TABLE>
<CAPTION>
Percent of
Name and Address Amount and Nature Percent of Class Voting Stock as
of Beneficial Owner of Beneficial Ownership as of Record Date of Record Date
- ------------------- ----------------------- ----------------- ---------------
<S> <C> <C> <C>
Prometheus Homebuilders LLC 898,845 7.3% 5.3%
30 Rockefeller Plaza, 63rd Floor 28,500 (a) 100.0% 28.0%
New York, NY 10020
Robert Short
603 Park Point Drive, Suite 201 1,816,207 (b) 14.8% 10.7%
Golden, CO 8040
J. Christopher Stuhmer
9500 Hillwood Drive, Suite 200 1,508,409 12.3% 8.9%
Las Vegas, NV 89134
David W. Hutson
3030 Hartley Road, Suite 100 614,878 (c) 5.0% 3.6%
Jacksonville, FL 32223
All directors and 3.454,866 (d) 28.2% 20.3%
executive officers, as a group.
(9 persons)
</TABLE>
- -------------------------
(a) The Class AAA Preferred Stock votes as one class with the Common Stock and
entitles the holder to 4,750,000 votes at the Special Meeting. Subject to
the terms and conditions of the amended Stock Purchase Agreement dated as
of December 31, 1998 between the Company and Prometheus, Prometheus also
owns Contingent Warrants, which potentially provide for the issuance of
between zero and 23,750,000 shares of Common Stock beginning September 30,
2001.
<PAGE>
(b) Of the 1,816,207 shares, Mr. Short's children own 6,000 shares.
(c) Of the 614,878 shares, Mr. Hutson owns 20,000 shares, and Hutson Land
Group, Inc. owns 594,878 shares.
(d) Includes 115,250 shares subject to options under the Company's Stock Option
Plan.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT A
REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
General
The Board has unanimously adopted a resolution approving, and
recommending to the Company's stockholders for their approval, a proposal to
amend Article Fourth of the Company's Certificate of Incorporation authorizing a
reverse stock split of the shares of Common Stock of the Company at a ratio, to
be established by the Board in its sole discretion, not to exceed one-for-five
(the "Reverse Stock Split"). The form of the proposed amendment is annexed to
this Proxy Statement as Annex A (the "Reverse Stock Split Amendment"). The
Reverse Stock Split Amendment will effect the Reverse Stock Split by reducing
the number of shares of Common Stock by the ratio to be determined by the Board
of Directors, but will not increase the par value of the Common Stock, and will
not change the number of authorized shares of Common Stock.
Vote Required
Approval of the proposed amendment to the Company's Certificate of
Incorporation to effect the Reverse Stock Split requires the affirmative vote of
(i) the holders of a majority of the shares of Common Stock and Class AAA
Preferred Stock voting as one class and (ii) the holders of two-thirds of the
Class AAA Preferred Stock, outstanding as of the Record Date. The directors and
officers of the Company and Prometheus Homebuilders LLC own in the aggregate
53.6% of the outstanding Common Stock and all of the outstanding Class AAA
Preferred Stock and intend to vote in favor of the Reverse Stock Split.
Shares cannot be voted at the Special Meeting unless the holder of
record is present in person or by proxy. The enclosed proxy card is a means by
which a stockholder may authorize the voting of his or her shares at the Special
Meeting. The shares of Common Stock represented by each properly executed proxy
card will be voted at the Special Meeting in accordance with the stockholder's
directions. Stockholders are urged to specify their choices by marking the
appropriate boxes on the enclosed proxy card; if no choice has been specified,
the shares will be voted as recommended by the Board of Directors. The Board of
Directors knows of no matters other than those described herein which are likely
to come before the Special Meeting. However, if any other matters are properly
presented to the Special Meeting for action, the proxy holders will vote the
proxies (which confer discretionary authority to vote on such matters) in
accordance with their judgment.
Any proxy may be revoked at any time prior to its exercise by notifying
the Secretary of the Company in writing, by delivering a duly executed proxy
bearing a later date, or by attending the Special Meeting and voting in person.
Your vote is important. Accordingly, you are asked to complete, sign
and return the accompanying proxy card whether or not you plan to attend the
Special Meeting. If you plan to attend the Special Meeting to vote in person and
your shares are registered with the Company's
<PAGE>
transfer agent in the name of a broker or bank, you must secure a proxy card
from the broker or bank assigning voting rights to you for your shares.
Reasons for the Reverse Stock Split Amendment
The Company's Common Stock is currently listed on the Nasdaq National
Market system (the "Nasdaq National Market"). The continued listing requirements
of the Nasdaq National Market require, among other things, that the Common Stock
maintain a closing bid price in excess of $1.00 per share. As of the date of
this Proxy Statement, the Company is not in compliance with this requirement and
has not been in compliance for more than the past 30 days. The Company was
advised by Nasdaq on January 14, 2000 that the Company must be in compliance
with the $1.00 minimum bid price requirement for a minimum of ten consecutive
trading days immediately prior to April 13, 2000 or the Company's Common Stock
will be delisted on the opening of business on April 17, 2000
The Board has determined that the continued listing of the Common Stock
on the Nasdaq National Market is in the best interests of the Company's
stockholders. If the Common Stock were delisted from the Nasdaq National Market,
the Board believes that the liquidity in the trading market for the Common Stock
would be significantly decreased which could reduce the trading price and
increase the transaction costs of trading shares of the Common Stock.
The purpose of the Reverse Stock Split is to increase the market price
of the Common Stock. The Board intends to effect a reverse split only if it
believes that a decrease in the number of shares outstanding is likely to
improve the trading price for the Common Stock and improve the likelihood that
the Company will be allowed to maintain its listing on the Nasdaq National
Market. If the Reserve Stock Split proposal is authorized by the stockholders,
the Board will have the discretion to implement a Reverse Stock Split once
during the next 12 months, or effect no Reverse Stock Split at all. The Board
has submitted an exchange ratio range in order to give it latitude. If the
trading price of the Common Stock increases without a Reverse Stock Split, the
Reverse Stock Split may not be necessary, or one of lesser proportions would be
required than if the trading price decreases or remains constant. There can be
no assurance, however, that the market price of the Common Stock will rise in
proportion to the reduction in the number of outstanding shares resulting from
the Reverse Stock Split, that the market price of the Post-Split Common Stock
can be maintained above $1.00 or that the Common Stock will not be delisted from
the Nasdaq National Market for other reasons.
The Board believes that stockholder approval of an exchange ratio range
(as opposed to approval of a specified exchange ratio) in which the Reverse
Stock Split may be effected provides the Board with maximum flexibility to
achieve the purposes of the Reverse Stock Split. If the stockholders approve the
Reverse Stock Split at the meeting, the Reverse Stock Split will be effected, if
at all, only upon a determination by the Board that the Reverse Stock Split (in
an exchange ratio determined by the Board within the limits set forth herein) is
in the best interests of the Company and its stockholders at that time.
In connection with any determination to effect a Reverse Stock Split,
the Board will also select the Reverse Stock Split ratio that, in its
discretion, results in the greatest marketability of the Common Stock based on
prevailing market conditions. No further action on the part of the stockholders
will be required to either effect or abandon the Reverse Stock Split. If no
Reverse Stock Split is effected by the first anniversary of the Special Meeting
of Stockholders approving the Reverse Stock Split, the Board's authority to
effect the Reverse Stock Split will terminate.
<PAGE>
Potential Effects of the Reverse Stock Split
Pursuant to the Reverse Stock Split, assuming the maximum ratio is
employed, each holder of five shares of Common Stock, par value $.01 per share
("Old Common Stock"), immediately prior to the effectiveness of the Reverse
Stock Split will become the holder of one share of Common Stock, par value $.01
per share ("New Common Stock"), after consummation of the Reverse Stock Split.
Although the Reverse Stock Split will not, by itself, impact the
Company's assets or prospects, the Reverse Stock Split could result in a
decrease in the aggregate market value of the Company's equity capital. The
Board believes that this risk is outweighed by the benefits of the continued
listing of the Common Stock on the Nasdaq National Market.
If approved, the Reverse Stock Split will result in some shareholders
owning "odd-lots" of less than 100 shares of Common Stock. Brokerage commissions
and other costs of transactions in odd-lots are generally somewhat higher than
the costs of transactions in "round-lots" of even multiples of 100 shares.
Shares of Common Stock Issued and Outstanding or Held as Treasury Shares
The Company is currently authorized to issue a maximum of 99,000,000
shares of Common Stock. As of the Record Date, there were 12,496,260 shares of
Common Stock issued and outstanding, or held as treasury shares. Although the
number of authorized shares of Common Stock will not change as a result of the
Reverse Stock Split, the number of shares of Common Stock issued and
outstanding, or held as treasury shares, will be reduced to a number that will
be approximately equal to (i) the number of shares of Common Stock issued and
outstanding, or held as treasury shares, immediately prior to the effectiveness
of the Reverse Stock Split, divided by (ii) five assuming the maximum ratio is
employed.
With the exception of the number of shares issued and outstanding, or
held as treasury shares, the rights and preferences of the shares of Common
Stock prior and subsequent to the Reverse Stock Split will remain the same.
After the effectiveness of the Reverse Stock Split, it is not anticipated that
the financial condition of the Company, the percentage ownership of management,
the number of the Company's stockholders, or any aspect of the Company's
business would materially change as a result of the Reverse Stock Split.
The Common Stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a
result, the Company is subject to the periodic reporting and other requirements
of the Exchange Act. The proposed Reverse Stock Split will not affect the
registration of the Common Stock under the Exchange Act.
Increase of Shares of Common Stock Available for Future Issuance
As a result of the Reverse Stock Split, there will be a reduction in
the number of shares of Common Stock issued and outstanding, or held as treasury
shares, and an associated increase in the number of authorized shares which
would be unissued and available for future issuance after the Reverse Stock
Split (the "Increased Available Shares"). The Increased Available Shares could
be used for any proper corporate purpose approved by the Board of the Company
including, among others, future financing transactions.
Because the Reverse Stock Split will create the Increased Available
Shares, the Reverse Stock Split could be construed as having an anti-takeover
effect, since the Company could use the
<PAGE>
Increased Available Shares to frustrate persons seeking to effect a takeover or
otherwise gain control of the Company. However, effective control of the Company
is held by Prometheus Homebuilders LLC by reason of its ownership of all the
outstanding Class AAA Preferred Stock which entitles the holder to vote
separately as a class with respect to amendments to the Company's Certificate of
Incorporation and by-laws, mergers and acquisitions, the sale of all or
substantially all of the Company's assets or stock reclassifications and to vote
together with the Common Stock with respect to each of the foregoing matters.
Holders of the Common Stock have no preemptive or other subscription
rights.
Effectiveness of the Reverse Stock Split
The Reverse Stock Split, if approved by the Company's stockholders,
will become effective (the "Effective Date") upon the filing with the Secretary
of State of the State of Delaware of a Certificate of Amendment of the Company's
Certificate of Incorporation in substantially the form of the Reverse Stock
Split Amendment attached to this Proxy Statement as Annex A. It is expected that
such filing will take place on or shortly after the date of the Special Meeting,
assuming the stockholders approve the Reverse Stock Split. However, the exact
timing of the filing of such Certificate of Amendment will be determined by the
Board based upon its evaluation as to when such action will be most advantageous
to the Company and its stockholders, and the Board reserves the right to delay
the Reverse Stock Split Amendment for up to twelve months following stockholder
approval thereof. In addition, the Board reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, to elect
not to proceed with the Reverse Stock Split Amendment if, at any time prior to
filing such Reverse Stock Split Amendment, the Board, in its sole discretion,
determines that it is no longer in the best interests of the Company and its
stockholders.
Commencing on the Effective Date, each Old Common Stock certificate
will be deemed for all corporate purposes to evidence ownership of the reduced
number of shares of Common Stock resulting from the Reverse Stock. As soon as
practicable after the Effective Date, stockholders will be notified as to the
effectiveness of the Reverse Stock Split and instructed as to how and when to
surrender their certificates representing shares of Old Common Stock in exchange
for certificates representing shares of New Common Stock. The Company intends to
use American Securities Transfer and Trust, Inc. as its exchange agent in
effecting the exchange of certificates following the effectiveness of the
Reverse Stock Split.
Fractional Shares
The Company will not issue fractional shares in connection with the
Reverse Stock Split. Instead, any fractional share which results from the
Reverse Stock Split will be rounded up to the next whole share.
Certain Federal Income Tax Consequences
The following discussion summarizing certain federal income tax
consequences is based on the Internal Revenue Code of 1986, as amended, the
applicable Treasury Regulations promulgated thereunder, judicial authority and
current administrative rulings and practices in effect on the date of this Proxy
Statement. This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers (e.g., non-
resident aliens, broker-dealers or insurance companies). Stockholders are urged
to consult their own tax advisors to determine the particular consequences to
them.
<PAGE>
The receipt of New Common Stock, including whole shares issued in lieu
of fractional shares, solely in exchange for Old Common Stock will not generally
result in recognition of gain or loss to the stockholders. The adjusted tax
basis of a stockholder's New Common Stock will be the same as the adjusted tax
basis of the shares of Old Common Stock exchanged therefor, and the holding
period of the New Common Stock will include the holding period of the Old Common
Stock exchanged therefor. No gain or loss will be recognized by the Company as a
result of the Reverse Stock Split.
Appraisal Rights
No appraisal rights are available under the Delaware General
Corporation Law or under the Company's Certificate of Incorporation or By-Laws
to any stockholder who dissents from the proposal to approve the Reverse Stock
Split Amendment. There may exist other rights or actions under state law for
stockholders who are aggrieved by reverse stock splits generally. Although the
nature and extent of such rights or actions are uncertain and may vary depending
upon the facts or circumstances, stockholder challenges to corporate action in
general are related to the fiduciary responsibilities of corporate officers and
directors and to the fairness of corporate transactions.
Recommendation of the Board of Directors
The Company's Board recommends a vote FOR the proposal to amend the
Company's Certificate of Incorporation in order to effect the Reverse Stock
Split of the shares of Common Stock of the Company issued and outstanding, or
held as treasury shares.
By Order of the Board of Directors,
George C. Yeonas
President and Chief Executive Officer
<PAGE>
ANNEX A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF THE FORTRESS GROUP, INC.
The Fortress Group, Inc, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of The Fortress Group, Inc., at a
duly called meeting, duly adopted resolutions setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and proposing that said amendment be considered by the
stockholders of said corporation. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Board of Directors declares that it is advisable to
amend Article Fourth of the Certificate of Incorporation of the Corporation
as follows:
Amend Article Fourth by adding the following paragraph at the end of
the Article:
Simultaneously with the effective date of the filing of this amendment
to the Corporation's Certificate of Incorporation (the "Effective
Date"), shares of Common Stock, par value $ .01 per share, of the
Corporation issued and outstanding or held as treasury shares
immediately prior to the Effective Date (the "Old Common Stock") shall
automatically be reclassified (the "Reverse Split"), without any action
on the part of the holder thereof, into one fully paid and
nonassessable share of common stock, par value $ .01 per share. The
Corporation shall not issue fractional shares on account of the Reverse
Split. Rather, any fractional share resulting from such change shall be
rounded upward to the nearest whole share. Share interests due to
rounding are given solely to save expense and inconvenience of issuing
fractional shares and do not represent separately bargained for
consideration.
SECOND: That thereafter, the stockholders of the Corporation, at a duly
called meeting of the stockholders, voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF The Fortress Group, Inc. has caused this Certificate
to be signed by its President, this __ day of _________, 2000.
THE FORTRESS GROUP, INC.
By:
--------------------------------
George C. Yeonas, President
and Chief Executive Officer
<PAGE>
THE FORTRESS GROUP, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY--SPECIAL MEETING OF STOCKHOLDERS--March 16, 2000
The undersigned, a holder of Common Stock of The Fortress Group, Inc.,
a Delaware corporation (the "Company"), does hereby appoint George C. Yeonas and
Jeffrey W. Shirley or any one of them acting in the absence of the other, the
true and lawful attorneys and proxies with full power of substitution, for and
in the name, place and stead of the undersigned, to vote all shares of Common
Stock of the Company which the undersigned would be entitled to vote if
personally present at the Special Meeting of Stockholders of the Company to be
held at the office of Arent Fox Kintner Plotkin & Kahn PLLC, 1050 Connecticut
Avenue, NW, Washington, DC 20036, on March 16, 2000, at 8:30, local time, and at
any adjournment(s), or postponement(s) thereof.
The undersigned hereby instructs said proxies or their substitutes:
1. TO APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE SHARES OF COMMON STOCK OF
THE COMPANY AT A RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS BUT NOT TO
EXCEED ONE-FOR-FIVE, THE AMENDMENT TO BE EFFECTED, IF AT ALL, BY THE FILING, AT
THE DISCRETION OF THE BOARD OF DIRECTORS, OF A CERTIFICATE OF AMENDMENT, WITH
THE SECRETARY OF STATE OF THE STATE OF DELAWARE, BY THE FIRST ANNIVERSARY OF THE
SPECIAL MEETING OF THE STOCKHOLDERS, APPROVING THE REVERSE STOCK SPLIT.
FOR [_] AGAINST [_] ABSTAIN [_]
2. IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE GIVEN.
The undersigned hereby revokes any proxy or proxies heretofore given,
and ratifies and confirms all that the proxies appointed hereby, or any of them,
or their substitute or substitutes, may lawfully do or cause to be done by
virtue thereof. The undersigned hereby acknowledges receipt of a copy of the
Notice of Special Meeting of Stockholders and Proxy Statement, both dated March
3, 2000.
Dated: _______________________, 2000
Signature
--------------------------
Signature
--------------------------
NOTE: Your signature should appear
exactly the same as your name
appears hereon. If signing as
partner, attorney, executor,
administrator, trustee or guardian,
please indicate the capacity in
which signing. When signing as joint
tenants, all parties in the joint
tenancy must sign. When a proxy is
given by a corporation, it should be
signed by an authorized officer and
the corporate seal affixed. No
postage is required if mailed within
the United States.
