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EXHIBIT 99.1
IMPORTANT SHAREHOLDER VOTE -- SIGN AND RETURN
REVOCABLE PROXY
CLASS A CONVERTIBLE COMMON STOCK
CERULEAN COMPANIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
THE _______________ 2000 SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF CLASS A SHAREHOLDERS
The undersigned hereby appoints Hugh J. Stedman and Joseph M. Feuer, and each of
them, proxies, with full power of substitution, to act for and in the name of
the undersigned to vote all shares of Class A Convertible Common Stock of
CERULEAN COMPANIES, INC. (the "Company") which the undersigned is entitled to
vote at the Special Meeting in lieu of Annual Meeting of Class A Shareholders of
the Company to be held at the _________________, ___________________________
_____________, Georgia on ____________________________, 2000, at _________ local
time, and at any and all adjournments thereof, as indicated on reverse.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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FOLD AND DETACH HERE
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Please mark
your votes as [X]
indicated in this
example
PROXY SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY CARD WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY CARD WILL BE VOTED "FOR" PROPOSAL 1
AND PROPOSAL 2 LISTED BELOW ON THIS PROXY CARD.
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THE BOARD OF DIRECTORS RECOMMENDS VOTE FOR PROPOSALS 1 AND 2
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<S> <C> <C> <C> <C> <C> <C>
Proposal 1
Item 1. Approve of the Merger. FOR AGAINST ABSTAIN Proposal 2. Election of Directors. FOR ALL WITHHOLD
Approve of the Merger, as more [ ] [ ] [ ] Election of the following NOMINEES AUTHORITY
fully described in the Proxy Nominees as Directors: [ ] To vote for
Statement/Prospectus and the Joseph D. Greene All Nominees
transactions contemplated James R. Lientz, Jr. [ ]
thereby.
Withholding authority to vote for the
Proposal 1 FOR following nominee(s): ______________________
Item 1a. I elect to receive cash in the [ ]
Merger, if approved.
W9 INFORMATION (required for Awaiting
stock or cash distribution) TIN
Social Security No. or [ ]
Employer Identification
No.__________________
Certification -- Under penalties of perjury, I certify that (1) the Please mark if you plan to attend the Meeting [ ]
Number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and (2) I
am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to report all interest
or dividends, or the IRS has notified me that I am no longer Signature___________________________________________
subject to backup withholding.
Signature___________________________________________
Date________________________________________________
NOTE: Please sign as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such.
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If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation and tabulation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NY 10005
TOLL-FREE: 1-800-223-2064
Internet http://www.georgeson.com
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