<PAGE> 1
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 (AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12.
SUPERIOR CONSULTANT HOLDINGS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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(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> 2
SUPERIOR CONSULTANT HOLDINGS CORPORATION
4000 TOWN CENTER, SUITE 1100
SOUTHFIELD, MICHIGAN 48075
April 28, 2000
Dear Stockholder:
It is my pleasure to invite you to attend the 2000 Annual Meeting of
Stockholders of Superior Consultant Holdings Corporation. The meeting will be
held at 4:00 p.m. local time on Thursday, June 8, 2000, at the Westin
Southfield-Detroit Hotel, 1500 Town Center, Southfield, Michigan, 48075.
The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement describes the items of business which will be discussed during the
meeting. It is important that you vote your shares whether or not you expect to
attend the meeting. To be sure your vote is counted, we urge you to carefully
review the Proxy Statement and to vote your choices. PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE.
If you attend the meeting and wish to vote in person, the ballot that you submit
at the meeting will take the place of your proxy.
I look forward to seeing you at the meeting. On behalf of the management
and directors of Superior Consultant Holdings Corporation, I want to thank you
for your continued support and confidence in the Company.
Sincerely,
/s/ RICHARD D. HELPPIE, JR.
Richard D. Helppie, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
SUPERIOR CONSULTANT HOLDINGS CORPORATION
4000 TOWN CENTER, SUITE 1100
SOUTHFIELD, MICHIGAN 48075
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2000
To the Stockholders of Superior Consultant Holdings Corporation:
The Annual Meeting of Stockholders of Superior Consultant Holdings
Corporation, a Delaware corporation (the "Company"), will be held at the Westin
Southfield-Detroit Hotel, 1500 Town Center, Southfield, Michigan, 48075 on
Thursday, June 8, 2000, at 4:00 p.m. local time for the following purposes, as
more fully described in the accompanying Proxy Statement:
1. To elect three directors to the Board of Directors of the Company,
each to serve for a term of three years;
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record of the Company's common stock, par value $0.01 per
share, at the close of business on April 10, 2000, the record date fixed by the
Board of Directors, are entitled to notice of, and to vote at, the meeting, as
more fully described in the Proxy Statement. For ten days prior to the meeting,
a list of stockholders entitled to vote at the meeting with the address of and
number of shares held by each will be kept on file (i) at the offices of the
Company at 4000 Town Center, Suite 1100, Southfield, Michigan 48075, (ii) at the
offices of the Company's transfer agent, Harris Trust and Savings Bank, located
at 311 W. Monroe Street, Chicago, Illinois 60606 and (iii) at the meeting place
at the Westin Southfield-Detroit Hotel, 1500 Town Center, Southfield, Michigan,
48075 and will be subject to inspection by any stockholder at any time during
usual business hours. The list will also be available for inspection by any
stockholder during the meeting.
Stockholders who cannot attend are urged to sign, date and otherwise
complete the enclosed proxy card and return it promptly in the envelope
provided. Any stockholder giving a proxy has the right to revoke it at any time
before it is voted.
The annual report of the Company for the fiscal year ended December 31,
1999 is being mailed to all stockholders of record and accompanies this Proxy
Statement.
For the Board of Directors,
SUSAN M. SYNOR
Secretary
-------------------------
Southfield, Michigan
April 28, 2000
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY,
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING
<PAGE> 4
SUPERIOR CONSULTANT HOLDINGS CORPORATION
4000 TOWN CENTER, SUITE 1100
SOUTHFIELD, MICHIGAN 48075
------------------------------
PROXY STATEMENT
------------------------------
The following information is provided in connection with the solicitation
of proxies for the 2000 Annual Meeting of Stockholders of Superior Consultant
Holdings Corporation, a Delaware corporation (the "COMPANY"), to be held on June
8, 2000, and any adjournments thereof (the "ANNUAL MEETING"), for the purposes
stated in the Notice of Annual Meeting of Stockholders preceding this Proxy
Statement.
VOTING OF SHARES
This Proxy Statement and the accompanying proxy card are being mailed to
stockholders, beginning on or about April 28, 2000, in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company (the
"BOARD") for the Annual Meeting.
Each share of the Company's common stock, par value $0.01 per share (the
"COMMON STOCK"), represented at the Annual Meeting is entitled to one vote on
each matter properly brought before the Annual Meeting. Please specify your
choices by marking the appropriate boxes on the enclosed proxy card and signing
it. Directors are elected by a plurality of the votes cast by the shares
entitled to vote at a meeting at which a quorum is present. A plurality means
that the nominees with the largest number of votes are elected as directors up
to the maximum number of directors to be chosen at the meeting. Any other
matters that may be submitted at the meeting shall be determined by a majority
of the votes cast. Shares represented by proxies that are marked "withhold
authority" with respect to the election of one or more nominees for election as
directors, and proxies which are marked to deny discretionary authority on other
matters will not be counted in determining whether the requisite affirmative
vote was obtained in such matters. If no directions are given and the signed
card is returned, the persons named in the proxy card will vote the shares for
the election of all listed nominees, and at their discretion on any other matter
that may properly come before the meeting in accordance with their best
judgment. If a broker or other nominee holding shares for a beneficial owner
does not vote on a proposal (broker non-votes), the shares will not be counted
in determining the number of votes cast. Stockholders voting by proxy may revoke
that proxy at any time before it is voted at the meeting by delivering to the
Company a proxy bearing a later date, by written revocation or by attending in
person and casting a ballot.
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR MARKED AND SIGNED PROXY CARD
PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE
MEETING IN PERSON.
Proxies are solicited to give all stockholders of record on April 10, 2000
(the "RECORD DATE") an opportunity to vote on matters to be presented at the
Annual Meeting. Shares can be voted at the meeting only if the stockholder is
present or represented by proxy. As of the Record Date, 10,429,562 shares of
Common Stock were issued and outstanding.
<PAGE> 5
MEETINGS OF THE BOARD OF DIRECTORS,
BOARD COMMITTEES AND COMMITTEE COMPOSITION
GENERAL
The business affairs of the Company are managed under the direction of the
Board. Members of the Board are kept informed through various reports and
documents sent to them on a regular basis, through operating and financial
reports routinely presented at Board and committee meetings by the Chief
Executive Officer, Chief Financial Officer and other officers, and through other
means.
During 1999, the Board held four regularly scheduled meetings, four special
telephonic meetings and acted by unanimous written consent on two additional
occasions.
Biographical information on the director nominees and the directors serving
unexpired terms is set forth herein under the caption "Item No. 1 -- Election of
Directors."
COMMITTEES
In October 1996 the Board formed the standing Audit Committee and the
Compensation Committee to assist the Board in carrying out its duties. In
February 1998 the Board formed the Nominating Committee to assist the Board in
carrying out its duties. In February 1999 the Board formed the Acquisition
Committee to assist the Board in carrying out its duties.
The NOMINATING COMMITTEE currently has three members, two of whom are
independent, non-employee directors. Members of the committee are Richard P.
Saslow, Reginald M. Ballantyne III and John L. Silverman, its Chairperson.
The AUDIT COMMITTEE currently has three members, two of whom are
independent, non-employee directors. Members of the committee are Mr. Saslow,
Bernard J. Lachner and Douglas S. Peters, its Chairperson. The Audit Committee
considers the adequacy of the internal controls of the Company and the
objectivity and integrity of financial reporting and meets with the independent
certified public accountants and appropriate Company financial personnel about
these matters. This Committee met three times during 1999.
The COMPENSATION COMMITTEE has four members, three of whom are independent,
non-employee directors. Members of the committee are Mr. Lachner, Kenneth S.
George, Richard D. Helppie, Jr., who is the Chairman and Chief Executive Officer
of the Company and Mr. Silverman, its Chairperson. This committee monitors and
makes recommendations to the Board with respect to compensation programs for
directors and officers, administers compensation plans for executive officers,
and provides oversight with respect to compensation and employee benefit plans.
Its Report on Executive Compensation is set forth herein under the caption
"Compensation Committee Report on Executive Compensation." The committee has
constituted a subcommittee, consisting of the three independent, non-employee
directors (the "EXECUTIVE OPTION SUBCOMMITTEE,") with responsibility for
determining the nature, timing and amount of awards and grants under the
Company's Long-Term Incentive Plan (the "Incentive Plan") to those employees
subject to the requirements of Section 16(b) under the Securities Exchange Act.
The Compensation Committee met two times during 1999.
The ACQUISITION COMMITTEE currently has six members, three of whom are
independent, non-employee directors. Members of the committee are Mr. Helppie,
Charles O. Bracken, Mr. Saslow, Mr. George, its Chairperson, Mr. Silverman, its
Vice-Chairperson and Mr. Ballantyne, its Vice-Chairperson. This committee is
vested with the authority to approve, authorize and consummate any acquisition
that qualifies as an "immaterial acquisition" under United States generally
accepted accounting principals and certain other standards set forth by the
Board. The Acquisition Committee met once during 1999.
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COMPENSATION OF DIRECTORS
Pursuant to the terms of the formula program of the Long-Term Incentive
Plan, each director of the Company who is not otherwise employed by the Company
automatically will be granted two options to purchase an aggregate of 10,000
shares of Common Stock upon the first day of the next fiscal quarter after the
quarter in which the director joined the Board and again on the first day of
that same quarter in each subsequent fiscal year during his or her term, for so
long as he/she remains a director. The options will have an exercise price equal
to the fair market value of the Common Stock as of the grant date. The first
option is to purchase 5,000 shares of Common Stock, of which 3,000 shares will
be fully vested on the date of the grant. The remaining option to purchase 2,000
shares will become fully vested on the first anniversary of the date of the
grant, provided that the director/grantee shall have attended all regularly
scheduled meetings of the Board and shall have participated in not less than 80%
of all Board conference calls scheduled on notice of not less than 48 hours. The
second option is to purchase 5,000 shares of Common Stock, of which 1,000 shares
will be fully vested on the date of grant. The remaining option to purchase
4,000 shares will become fully vested on the first anniversary of the date of
the grant, provided that the director/grantee shall have attended all regularly
scheduled meetings of the Board and shall have participated in not less than 80%
of all Board conference calls scheduled on notice of not less than 48 hours. In
addition, each non-employee director receives an annual fee of $10,000 in
compensation for attendance at four regularly scheduled Board meetings, and for
participation in special meetings of the Board and Board conference calls.
Directors are also reimbursed for travel expenses incurred in connection
with attending board and committee meetings.
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<PAGE> 7
ITEM NO. 1 -- ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation the number of
directors shall be not less than three (3) nor more than fifteen (15), with the
actual number being set from time to time by the Board. The Board has determined
that the number of directors of the Company shall currently be set at nine (9).
The three employee directors on the Board are the Company's Chief Executive
Officer, Vice President/General Counsel and Executive Vice President/Vice
Chairman. The Board is divided into three (3) classes with staggered, three-year
terms so that the term of one class expires at each annual meeting of
stockholders. Directors are elected by a plurality of the votes cast.
The following nominees have been selected and approved by the Board for
submission to the stockholders: Douglas S. Peters, Bernard J. Lachner and
Charles O. Bracken, each to serve a three-year term expiring at the 2003 Annual
Meeting. Except as otherwise specified in the proxy, proxies will be voted for
election of these nominees.
If a nominee becomes unable or unwilling to serve, proxies will be voted
for election of such person as shall be designated by the Board; however,
management knows of no reason why any nominee should be unable or unwilling to
serve. All of the nominees have consented to be named as nominees and to serve
as directors if elected.
A brief listing of each nominee and each director serving an unexpired term
follows.
NOMINEES FOR ELECTION AT THIS
MEETING TO TERMS EXPIRING IN 2003:
THE BOARD RECOMMENDS A VOTE "FOR" THESE NOMINEES
Douglas S. Peters (age 56) has served as a Director of the Company since
August 1996. Mr. Peters has served as the President and Chief Executive Officer
of Jefferson Health System since its formation in 1995. Previous to that, Mr.
Peters served in the same capacity for Main Line Health, Inc. Mr. Peters was a
Senior Vice President with Blue Cross Blue Shield of Illinois and prior to that
was the President and CEO of Henry Ford Health System. Mr. Peters has 33 years
of healthcare industry experience. Mr. Peters is also a director of the
Philadelphia Contributionship. Mr. Peters is a Fellow of the American College of
Healthcare Executives ("ACHE").
Bernard J. Lachner (age 72) has served as a Director of the Company since
August 1996. Mr. Lachner has served as the chairman of Superior's advisory
council since 1993. From July 1972 until his retirement in November 1992, Mr.
Lachner served as the Chief Executive Officer of Evanston Hospital Corporation.
Other directorships include subsidiaries of Allstate Insurance and St. Joseph
Health System. Mr. Lachner founded Ohio State University's graduate program in
Health Services Administration and served as its first director. He is a Fellow
of ACHE, and is a past member of its Board of Governors. He has also served as
the Chairman of American Hospital Association ("AHA"). Mr. Lachner is also a
member of the Healthcare Hall of Fame.
Charles O. Bracken (age 50) has served as a Director of the Company since
January 1, 1999. Mr. Bracken currently serves as Vice Chairman and Executive
Vice President of the Company. Mr. Bracken joined Superior in March 1987 and has
from that time served as Executive Vice President of Superior. Mr. Bracken has
more than 29 years of experience in the healthcare and information systems
industries. Prior to joining Superior, Mr. Bracken spent three years as vice
president of marketing of a healthcare information software firm, preceded by 10
years of related experience in healthcare information systems management,
including positions as Chief Information Officer for single and multi-hospital
corporations.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2001:
Reginald M. Ballantyne III (age 56) has served as a Director of the Company
since August 1996. Mr. Ballantyne was initially appointed to Superior's Advisory
Council in 1995. He has held the position of President of PMH Health Resources,
Inc. since 1984. Prior to that, Mr. Ballantyne served as President of
5
<PAGE> 8
Phoenix Memorial Hospital. Mr. Ballantyne was elected Chairman of the AHA in
1997 and served as Speaker of the AHA House of Delegates in 1998. He is a Fellow
of ACHE and a recipient of the ACHE Gold Medal Award for Management Excellence.
Mr. Ballantyne also served as a member of the national Board of Commissioners
for the Joint Commission on Accreditation of Healthcare Organizations and as
Chairman of the AHA Committee of Commissioners.
Kenneth S. George (age 51) has served as a Director of the Company since
November 1997. Mr. George is currently a General Partner for Riverside
Acquisition, L.L.C. From 1994 to 1995, Mr. George served as Chairman and Chief
Executive Officer for AmeriStat, Inc. which was sold in October, 1995 to Med
Trans., a subsidiary of Laidlaw. From 1988 through its sale to Healthtrust, Inc.
in 1994, Mr. George was Chairman and CEO of Epic Healthcare Group. Mr. George is
the founding Director of the Texas Lyceum Association and served as a member on
the Board of Managers for the Dallas County Hospital District. Mr. George also
currently serves as a State Representative in the Texas House of
Representatives.
John L. Silverman (age 58), has served as a Director of the Company since
October 1997. Mr. Silverman is currently an independent consultant to the
healthcare industry. From 1995 through 1997, he served as Chief Executive
Officer of AsiaCare, Inc., a southeast Asian healthcare investment company. From
1990 to August, 1997, he was the Vice President and Chief Financial Officer of
Chi Systems, Inc., a healthcare consulting company. Mr. Silverman is currently a
director of Integrated Health Services, Inc., MHM Services, Inc. and
BioSupplies.com, Inc.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2002:
Richard D. Helppie, Jr. (age 44) is the founder of Superior and served as
Superior's President and Chief Executive Officer from May 1984 until January 3,
1999. Mr. Helppie currently serves as Chairman and Chief Executive Officer, and
is a Director, of the Company. Mr. Helppie has more than 25 years of experience
in the healthcare and information systems industries. Mr. Helppie is currently a
director of Drkoop.com, Inc. and Neoforma.com, Inc.
Richard P. Saslow (age 53) has served as a Director of the Company since
August 1996. Mr. Saslow practiced business law and commercial litigation with
the firm of Butzel Long, PC from January 1991 to January 1997. Prior to that
period, Mr. Saslow practiced law with the firm of Butzel, Keidan, Simon, Meyers
& Graham from 1974 to 1990. Mr. Saslow joined the Company in January 1997 and
has served since that time as Vice President and General Counsel.
OTHER MATTERS TO COME BEFORE THE MEETING
If any matter not described herein should properly come before the meeting,
the persons named in the proxy card will vote the shares in accordance with
their best judgment. At the time this Proxy Statement went to press, the Company
knew of no other matters which might be presented for stockholder action at the
Annual Meeting.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
RESPONSIBILITIES AND COMPOSITION OF THE COMMITTEE
The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for (i) establishing compensation programs for the
executive officers of the Company designed to attract, motivate and retain key
executives responsible for the Company's success; (ii) administering and
maintaining such programs in a manner that will benefit the long-term interests
of the Company and its stockholders; and (iii) determining the compensation of
the Company's Chief Executive Officer. The Committee is composed of four
directors. Three of these directors have never served as employees of the
Company. The fourth member of the Committee is the Company's Chief Executive
Officer.
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This report describes the philosophy that underlies the cash and
equity-based components of the Company's executive compensation program. It also
describes the details of each element of the program, as well as the rationale
for compensation paid to the Company's Chief Executive Officer and its executive
officers in general.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Committee believes that the Company's executive officer compensation
should be determined according to a competitive framework and based on overall
financial results, individual contributions and teamwork that help build value
for the Company's stockholders. Within this overall philosophy, the Committee
bases the compensation program on the principles set forth below.
COMPENSATION OF EXECUTIVE OFFICERS GENERALLY
The Company's executive compensation program is designed to link executive
pay to Company performance and to provide an incentive to executives to manage
the Company with a principal view to enhancing stockholder value.
Generally, the Company's executive compensation program makes a significant
portion of each executive's cash compensation contingent upon growth and
improvement in the Company's results of operations, with the potential to earn
exceptional rewards for exceptional performance. More specifically, the program
is designed to provide compensation for meeting and exceeding internal goals and
to provide incentives to increase the market value of the Company's Common
Stock. The program is also designed to attract and retain talented executives
who are essential to the Company's long-term success within a highly competitive
industry that demands unique talents, skills and capabilities.
Compensation criteria are evaluated annually to ensure they are appropriate
and consistent with the business objectives which are important in meeting the
Company's earnings per share, operating profits and revenue goals and in
enhancing stockholder value. The Company's executive compensation policies and
programs are intended to: (i) provide rewards contingent upon Company and
individual performance; (ii) link executive compensation to sustainable
increases in and the preservation of stockholder value; (iii) promote teamwork
among executives and other Company employees; (iv) retain a strong management
team; and (v) encourage personal and professional development and growth.
BASE SALARY. The Committee reviews the compensation of each of its
executive officers not less than annually. The Committee's review takes into
consideration both the Company's performance with respect to earnings per share,
operating profits and revenue, and also the duties and performance of each
executive. In making salary recommendations or decisions, the Committee
exercises its discretion and judgment based on the foregoing criteria, without
applying a specific formula to determine the weight of each factor considered.
The Committee also considers equity and fairness when comparing base salaries of
executives.
INCENTIVE BONUSES. In 1999, the Board revised and continued its
compensation program based on certain financial performance criteria, including
revenue growth, profitability and performance of target goals. Each of the
Company's Named Executive Officers (as defined below) was covered under the 1999
compensation program. Named Executive Officers have annual and other periodic
bonus opportunities equal to between $100,000 and $160,000. The bonus paid to
Mr. House is not discretionary and is based on criteria set forth in his
employment agreement. The bonus paid to Messrs. Helppie, Bracken and Tashiro, if
any, is discretionary up to the dollar levels in their respective bonus plans.
No discretionary bonuses were paid to Messrs. Helppie, Bracken and Tashiro in
1999.
LONG-TERM INCENTIVE COMPENSATION PLAN
The Committee believes that the granting of stock options and other forms
of equity compensation is an important method of rewarding and motivating
management by aligning management's interests with those of the Company's
stockholders on a long-term basis. In addition, the Committee recognizes that
the Company conducts its business in an increasingly competitive industry and
that, in order for the Company to remain
7
<PAGE> 10
highly competitive and at the same time pursue a high-growth strategy, it must
employ the best and most talented executives and managers who possess
demonstrated skills and experience. The Company believes that stock options and
other forms of equity compensation have given and continue to give the Company a
significant advantage in attracting and retaining such employees. The Committee
believes the Long-Term Incentive Plan is an important feature of the Company's
executive compensation package. Under the Long-Term Incentive Plan, the
Committee's stock option subcommittee may grant options and other forms of
equity compensation to executive officers who are expected to contribute
materially to the Company's future success. In determining the size of stock
option and other equity grants, the subcommittee focuses primarily on the
Company's performance and the perceived role of each executive in accomplishing
such performance objectives, as well as the satisfaction of individual
performance objectives.
The Committee intends to continue using stock options and other forms of
equity compensation as the primary long-term incentive for the Company's
executive officers. Because they generally provide rewards to executives only to
the extent the Company's stock price increases after the options or other equity
awards are granted the Committee feels that stock options and other equity
awards granted under the Long-Term Incentive Plan are an appropriate means to
provide executives with incentives that closely align their interests with those
of stockholders and thereby encourage them to promote the ongoing success of the
Company.
In February 1999, the Board authorized the creation of the Non-Statutory
Stock Option Plan (the "Non-Statutory Plan") and reserved 1,000,000 shares of
Common Stock for issuance under the Non-Statutory Plan. Under the Non-Statutory
Plan, the Company may grant stock options in connection with acquisitions by the
Company and other special circumstances. The Non-Statutory Plan has
substantially the same form, terms and substance as the Company's Incentive
Plan, except that grants issued under the Non-Statutory Plan will not qualify as
"incentive stock options" for tax purposes, and directors and executive officers
of the Company are not eligible to receive grants under the Non-Statutory Plan.
POLICY ON DEDUCTIBILITY OF COMPENSATION
It is the responsibility of the Committee to address the provisions of
Section 162(m) of the Internal Revenue Code which, except in the case of
"performance-based compensation" and certain other types of compensation, limit
to $1,000,000 the amount of the Company's federal income tax deduction for
compensation paid to the Chief Executive Officer and the other four most highly
paid executive officers.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's salary, bonus and long-term awards follow the
policies set forth above. For the 1999 fiscal year, Mr. Helppie's base salary
was $337,000. Mr. Helppie received non-statutory stock options to purchase
50,000 shares of Common Stock at an exercise price equal to $38.27 per share.
The foregoing report has been approved by all of the members of the
Committee.(1)
THE COMPENSATION COMMITTEE
John L. Silverman, Chairperson
Richard D. Helppie, Jr.
Bernard J. Lachner
Kenneth S. George
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Richard D. Helppie, Jr., is the Company's Chief Executive Officer, and has
been a member of the Compensation Committee since August 1996.
- ---------------
(1)Pursuant to Item 402(a)(9) of Regulation S-K promulgated by the Securities
and Exchange Commission (the "SEC"), neither the "Compensation Committee
Report on Executive Compensation" nor the material under the caption
"Stockholder Return Performance Graph" shall be deemed to be filed with the
SEC for purposes of the Securities Exchange Act, as amended (the "Exchange
Act"), nor shall such report or such material be deemed to be incorporated by
reference in any past or future filing by the Company under the Exchange Act
or the Securities Act of 1933, as amended (the "Securities Act").
9
<PAGE> 12
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
Nasdaq Market Index and a Company-selected peer group of providers of consulting
and/or information services (the "Peer Group"). The graph assumes that $100 was
invested on October 10, 1996 at a price of $16.00 per share, in each of the
Company's Common Stock, the Nasdaq Market Index and the Peer Group, and that all
dividends were reinvested.
PERFORMANCE GRAPH FOR SUPERIOR CONSULTANT HOLDINGS CORPORATION
Prepared by Media General Financial Services
Produced on April 19, 2000 including data to 12/31/99
LINE GRAPH
<TABLE>
<CAPTION>
SUPERIOR PEER GROUP INDEX
CONSULTANT NASDAQ MARKET ----------------
HOLDINGS CORP. INDEX
-------------- -------------
<S> <C> <C> <C>
10/10/96 100.00 100.00 100.00
12/31/96 154.69 104.71 116.55
12/31/97 187.50 128.08 158.38
12/31/98 271.88 180.64 272.72
12/31/99 89.06 318.60 329.20
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
10/10/96 12/31/96 12/31/97 12/31/98 12/31/99
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Superior Consultant Holdings Corporation $100.00 $154.69 $187.50 $271.88 $ 89.06
NASDAQ Market Index $100.00 104.71 128.08 180.64 318.60
Peer Group $100.00 116.55 158.38 272.72 329.20
</TABLE>
NOTES:
(a) Peer Group return is weighted by market capitalization.
(b) The Peer Group is comprised of the common stock of the following companies:
Cambridge Technology Partners, Inc.; Cerner Corporation; Computer Sciences
Corporation; DAOU Systems, Inc.; First Consulting Group Inc.; iGate Capital
Corporation; International Business Machines; MarchFirst, Inc.; Navigant
Consulting, Inc.; Renaissance Worldwide Corporation; Sapient Corporation;
and Shared Medical Systems Corporation.
10
<PAGE> 13
MANAGEMENT COMPENSATION
GENERAL
The following table sets forth all compensation awarded or earned by the
Company's Chief Executive Officer and the three other most highly paid executive
officers during the last three fiscal years (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION(1) ------------
-------------------------------------- SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION(2)
- --------------------------- ------ ------ ----- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard D. Helppie, Jr.... 1999 $337,000 $ 0 $ 0 50,000 $1,411
Chief Executive Officer 1998 325,000 20,000 0 25,000 5,735
and Chairman of the 1997 325,000 0 0 0 8,911
Company
Charles O. Bracken........ 1999 320,000 0 0 50,000 $1,411
Executive Vice President 1998 310,000 30,000 0 25,000 5,692
and Vice Chairman of the 1997 290,000 0 0 0 8,911
Company
Robert R. Tashiro......... 1999 301,000 0 0 50,000 $1,411
President of the Company 1998 290,000 30,000 0 25,000 5,648
and Chief Operating 1997 220,000 0 0 0 8,729
Officer
of Superior
James T. House............ 1999 175,000 21,296 0 51,500 $1,267
Vice President, Chief 1998 150,000 51,183 0 25,000 5,323
Financial Officer, 1997 110,000 75,455 0 7,272 8,263
Treasurer and Assistant
Secretary of the Company
</TABLE>
- ---------------
(1) Effective January 4, 1999, the Company entered into agreements with Messrs.
Helppie, Bracken, Tashiro and House which provided them with aggregate
annual compensation of $1,653,000, comprised of base salary and bonus
compensation paid to these individuals based on achievement of certain
pre-determined performance criteria. These agreements are similar to
agreements which the Company entered into with these three executives in
October 1996 in connection with the Company's initial public offering.
(2) Represents amounts paid by the Company during fiscal 1999 for (i) long-term
and short-term disability insurance premiums as follows: Messrs. Helppie,
Bracken, Tashiro and House -- $931 each; and (ii) life insurance premiums
for which the Company is not the beneficiary as follows: Messrs. Helppie,
Bracken, Tashiro -- $480 each and Mr. House -- $336.
11
<PAGE> 14
EXECUTIVE OPTION GRANTS
The following table contains information concerning the stock option grants
made to each of the Named Executive Officers in 1999.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL EXERCISE PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED TO PRICE OPTION TERM(2)
OPTIONS EMPLOYEES IN PER EXPIRATION ----------------------
NAME GRANTED(1) FISCAL 1999 SHARE DATE 5% 10%
---- ---------- ------------------ -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Richard D. Helppie, Jr.... 50,000 4.0% 38.265 01/01/09 1,203,225 3,049,225
Charles O. Bracken........ 50,000 4.0% 38.265 01/01/09 1,203,225 3,049,225
Robert R. Tashiro......... 50,000 4.0% 38.265 01/01/09 1,203,225 3,049,225
James T. House............ 50,000 4.0% 38.265 01/01/09 1,203,225 3,049,225
1,500 * 29.60 09/08/09 27,923 70,762
</TABLE>
- ---------------
* less than one percent
(1) The options for 50,000 shares became exercisable one year from the date of
grant. Mr. House's option for 1,500 shares vests over five years in
increments of 20% beginning on May 21, 2000 and on each anniversary date
thereof.
(2) In accordance with SEC rules, these columns show gains that might exist for
the option over the life of the option, a period of ten years. This
valuation is hypothetical; if the stock price does not increase above the
exercise price, compensation to the named executive officers will be zero. A
5% or 10% annually compounded increase in the Company's stock price from the
date of grant to the end of the option term would result in stock prices of
$62.33 and $99.25 per share, respectively, in the case of the ten year
options at an exercise price of $38.265, and $48.22 and $76.77 per share,
respectively, in the case of the ten year options at an exercise price of
$29.60.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning stock options
exercised by the Named Executive Officers during 1999, as well as the value of
unexercised options held by such persons on December 31, 1999. The values for
in-the-money options (which represent the positive spread between the exercise
price of any existing stock options and $14.25 per share, the closing price of
the Common Stock as reported by the Nasdaq National Market on December 31, 1999)
also are included.
AGGREGATE OPTION EXERCISES IN FISCAL 1999
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1999 DECEMBER 31, 1999
UPON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard D. Helppie, Jr....... 0 $0 5,000 70,000 $ 0 $ 0
Charles O. Bracken........... 0 0 5,000 70,000 0 0
Robert R. Tashiro............ 0 0 8,000 72,000 0 0
James T. House............... 0 0 19,908 83,864 0 0
</TABLE>
- ---------------
(1) Calculated as the difference between the fair market value of the Company's
Common Stock at the time of the option exercise and the exercise price.
12
<PAGE> 15
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
Richard D. Helppie, Jr.'s 1999 compensation agreement provided for an
annual salary of $337,000 in 1999 and an annual bonus of an amount not more than
$150,000. Mr. Helppie's compensation shall be subject to review of the
Compensation Committee of the Board.
Charles O. Bracken's 1999 employment agreement provided for his employment
as Executive Vice President of the Company at an annual base salary of $320,000
in 1999 and annual bonus of up to $160,000 per year. Under the employment
agreement, Mr. Bracken is subject to noncompetition, nonsolicitation and
nondisclosure covenants.
Robert R. Tashiro's 1999 employment agreement provided for his employment
as President and Chief Operating Officer of the Company at an annual base salary
of $301,000 in 1999 and an annual bonus of up to $110,000 per year. Under the
employment agreement, Mr. Tashiro is subject to noncompetition, nonsolicitation
and nondisclosure covenants.
James T. House's 1999 employment agreement provided for his employment as a
Vice President and Chief Financial Officer of the Company at an annual base
salary of approximately $175,000 in 1999. Mr. House also participated in the
Company's Vice President Bonus Plan pursuant to which he was eligible to receive
a base bonus of $100,000 (which base bonus was subject to increase or decrease
based on performance as measured by revenue, profit and certain other criteria
as set forth in the respective plans). Under the employment agreement, Mr. House
is subject to noncompetition, nonsolicitation and nondisclosure covenants.
The 1999 employment or compensation agreements with each Named Executive
Officer provide salary continuation benefits in the event that the executive
officer's employment is terminated by the Company for any reason other than
gross misconduct, embezzlement or attempted embezzlement of money or property of
the Company or a subsidiary or an affiliate, the executive officer's
perpetration or attempted perpetration of fraud on the Company or a subsidiary
or an affiliate, or the executive officer's participation in a fraud or
attempted fraud on the Company. Upon such termination, the officer shall receive
his base salary for a period of one year (two years in the case of Mr. Helppie)
from the date of termination and his bonus, if any, earned up through and
including the date of termination. In addition, any stock options granted up to
the date of termination vest immediately upon termination, but no new stock
options will be granted after the date of termination.
The 1999 employment or compensation agreements with each Named Executive
Officer also provide salary continuation benefits in the event that the
executive officer's employment is terminated due to a Change in Control (as
defined below) of the Company. Upon such termination, the executive officer will
receive an amount equal to three times the full annual base salary in effect for
the year of termination plus three times the full year's bonus opportunity in
effect for the year of termination. In addition, stock options granted up to the
date of termination vest immediately upon termination; however, no new stock
options will be granted after the date of termination. A Change in Control is
defined to include the acquisition by any person or group of 50% or more of the
Company's then-outstanding voting securities, the approval by the stockholders
of a merger, consolidation, recapitalization or reorganization of the Company
that would result in a transfer of more than 25% of the total voting securities,
and the approval by the stockholders of a liquidation of the Company or sale of
more than 50% of the Company's assets.
13
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1995, Superior loaned Mr. Bracken $500,000, evidenced by a term
promissory note bearing interest at 7.71% per annum. The note provides for equal
annual payments of principal and interest of $50,000, payable on December 31 of
each year beginning December 31, 1995 with the entire unpaid principal balance
due on December 31, 2015. At the option of the Company, the entire outstanding
indebtedness under the note may be accelerated in the event that Mr. Bracken's
employment with the Company is terminated. The largest amount of indebtedness
outstanding under such note during fiscal 1999 was $439,000 and as of December
31, 1999 was $424,000.
In April 1995, Superior loaned to Mr. Tashiro $250,000, evidenced by a term
promissory note, bearing interest of 7.71% per annum. The note provides for
equal annual payments of $25,000, payable on December 31 of each year beginning
December 31, 1995 with the entire principal balance due on December 31, 2015. At
the option of the Company, the entire outstanding indebtedness under the note
may be accelerated in the event that Mr. Tashiro's employment with the Company
is terminated. The largest amount of indebtedness outstanding under such note
was $219,000 during fiscal 1999 and as of December 31, 1999 was $212,000.
The Company leases an office facility from an entity partially owned by two
stockholders. Net rent expense for this lease was approximately $400,000,
$463,000 and $469,000 for the years ended December 31, 1997, 1998 and 1999,
respectively. The rent expense was offset by sublease income of approximately
$69,000 for the years ended December 31, 1998 and 1999.
In 1999, the Company chartered aircraft from Clearwater Aviation, Inc., of
which Mr. Helppie is sole stockholder. Payments under this arrangement totaled
approximately $224,000 in 1997, $662,000 in 1998, and $605,000 in 1999. This
arrangement was approved by a majority of all of the independent and
disinterested members of the Board of Directors.
Mr. Saslow, a Director, was a shareholder in the law firm of Butzel Long,
PC, Detroit, Michigan. Butzel Long and Mr. Saslow's prior firm Butzel, Keidan,
Simon, Myers & Graham, have been outside general counsel to Superior since 1985.
Mr. Saslow joined the Company as a vice president and general counsel in January
1997.
Mr. Peters, a Director, is the President of Jefferson Health System, a
non-profit organization which, from time to time, is a client of the Company.
During the years ended December 31, 1998 and 1999, the Company recognized
revenue of approximately $1,500,000 and $1,100,000, respectively, from entities
in which it has an equity interest.
14
<PAGE> 17
STOCK OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL HOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 27, 2000 (the date used in the Company's
1999 10-K report) by: (i) each person known by the Company to own beneficially
more than five percent (5%) of the outstanding shares of Common Stock; (ii) each
of the Company's directors and nominees for directors; (iii) each of the Named
Executive Officers; and (iv) all directors and named executive Officers of the
Company as a group. (Each person named below has an address in care of the
Company's principal executive offices.) The Company believes that each person
named below has sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by such holder, subject to community
property laws where applicable.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
----------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT
------------------------ ------ -------
<S> <C> <C>
Richard D. Helppie, Jr.(2)(3)............................... 3,235,124 30.8
GEOCAPITAL, LLC(4).......................................... 1,278,400 12.3
Mellon Financial Corporation(5)............................. 960,670 9.2
Massachusetts Financial Services Company(6)................. 758,444 7.3
Charles O. Bracken(3)....................................... 376,378 3.6
Robert R. Tashiro(3)........................................ 202,610 1.9
James T. House(3)........................................... 76,663 *
Richard P. Saslow(3)........................................ 29,100 *
John L. Silverman(3)........................................ 29,519 *
Douglas S. Peters(3)........................................ 17,700 *
Reginald M. Ballantyne III(3)............................... 17,000 *
Bernard Lachner(3).......................................... 17,000 *
Kenneth S. George(3)........................................ 14,000 *
All Directors, Executive Officers and 5% stockholders as a
group..................................................... 7,012,608 65.0
</TABLE>
- ---------------
* less than 1%
(1) Applicable percentage of ownership as of March 27, 2000 is based upon
10,427,762 shares of Common Stock outstanding, and is determined by assuming
the exercise of options that are held by such persons (but not those held by
any other person) which are exercisable within 60 days of the date hereof.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment power
with respect to the shares shown as beneficially owned.
(2) 2,585,124 shares are held by The Richard D. Helppie, Jr. Trust, of which Mr.
Helppie is the sole trustee, and 590,000 shares are held by The Richard D.
Helppie, Jr. Ten Year Grantor Retained Annuity Trust, of which Mr. Helppie
is the sole trustee.
(3) Includes shares issuable upon exercise of options currently exercisable or
exercisable within 60 days from the date hereof as follows: Mr. Helppie
60,000 shares; Mr. Bracken 60,000 shares; Mr. Tashiro 63,000 shares; Mr.
House 76,663 shares; Mr. Saslow 28,100 shares; Mr. Silverman 14,000 shares;
Mr. Peters 17,000 shares; Mr. Ballantyne 17,000 shares; Mr. Lachner 17,000
shares; and Mr. George 14,000 shares.
(4) According to Report on SEC's Schedule 13G, as of February 8, 2000,
GEOCAPITAL, LLC has sole dispositive power over all shares listed.
(5) According to Report on SEC's Schedule 13G, as of February 11, 2000, Mellon
Financial Corporation shares voting power of 697,500 shares and dispositive
power of 709,100 shares with Boston Group Holdings, Inc. and The Boston
Company, Inc. Mellon Bank, N.A., a subsidiary of Mellon Financial
Corporation, is the trustee of the Company's employee benefit plan (the
"Plan"), whish is subject to ERISA. The securities reported include all
shares held of record by Mellon Bank, N.A. as trustee of the Plan which have
not been allocated to the individual accounts of employee participants in
the Plan.
(6) According to Report on SEC's Schedules 13G, as of February 11, 2000,
Massachusetts Financial Services Company has sole dispositive power over all
shares listed.
15
<PAGE> 18
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company's
directors and executive officers, and any persons who own more than ten percent
(10%) of the Company's Common Stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1998, all such Section
16(a) filing requirements were complied with, except for a Form 4 which was to
be filed by Richard Saslow by April 10, 1999. Such form is expected to be filed
on April 28, 2000.
STOCKHOLDER PROPOSALS FOR THE 2001 PROXY STATEMENT
Any stockholder satisfying the SEC requirements and wishing to submit a
proposal to be included in the Proxy Statement for the 2001 Annual Meeting of
Stockholders should submit the proposal in writing to: Secretary, Superior
Consultant Holdings Corporation, 4000 Town Center, Suite 1100, Southfield,
Michigan 48075. The Company must receive a proposal by December 29, 2000 in
order to consider it for inclusion in the Proxy Statement for the 2001 Annual
Meeting of Stockholders.
VOTING PROCEDURES
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business at the
Meeting. With regard to the election of directors, votes may be cast in favor or
withheld. Votes that are withheld and broker non-votes will be excluded entirely
from the vote and will have no effect on the outcome.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, the Company's independent public accountants, has
audited the Company's financial statements for the fiscal year ended December
31, 1999. The Company expects representatives of Grant Thornton LLP to be
present at the Meeting and to be available to respond to appropriate questions
from stockholders. The Grant Thornton LLP representatives will be given an
opportunity to make a statement if they desire.
OTHER INFORMATION
A copy of the Annual Report on Form 10-K as filed with the SEC for the year
ended December 31, 1999 (excluding exhibits) will be furnished, without charge,
by writing to Susan Synor, Investor Relations, Superior Consultant Holdings
Corporation, 4000 Town Center, Suite 1100, Southfield, Michigan 48075.
SOLICITATION OF PROXIES
All expenses incident to the solicitation of proxies by the Company will be
paid by the Company. Solicitation may be made personally, or by telephone,
telegraph or mail, by one or more employees of the Company, without additional
compensation. The Company will reimburse brokerage houses and other custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred in
forwarding copies of solicitation material to beneficial owners of Common Stock
held of record by such persons.
The above Notice of Annual Meeting and Proxy Statement are sent by order of
the Company's Board of Directors.
SUSAN M. SYNOR
Secretary
Southfield, Michigan
April 28, 2000
16
<PAGE> 19
PROXY PROXY
SUPERIOR CONSULTANT HOLDINGS CORPORATION
4000 TOWN CENTER, SUITE 1100
SOUTHFIELD, MICHIGAN 48075
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Richard D. Helppie, Jr. and Richard P.
Saslow, and each of them, as Proxies with the power to appoint their
substitutes, and hereby authorizes each of them to represent and to vote, as
designated below, all the shares of common stock, par value $0.01 per share, of
Superior Consultant Holdings Corporation (the "Company") held of record by the
undersigned on April 10, 2000, at the Annual Meeting of Stockholders when
convened on Thursday, June 8, 2000, or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SELECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE COMPANY AT 1-248-386-8300.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
<PAGE> 20
<TABLE>
<S><C>
SUPERIOR CONSULTANT HOLDINGS CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
1. ELECTION OF CLASS I DIRECTORS, for a term expiring at the FOR WITHHOLD FOR ALL
Annual Meeting of Stockholders in 2003 (mark one of the ALL ALL EXCEPT 2. In their discretion, the Proxies
ovals). [ ] [ ] [ ] are authorized to vote upon such
Nominees: 01-Douglas S. Peters other business as may properly
02-Bernard J. Lachner and come before the meeting, or any
03-Charles O. Bracken adjournment thereof.
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in space
below.)
---------------------------------------------------------
Dated: , 2000
-----------
Signature(s)
-----------------------
-----------------------------------
Please sign exactly as name appears
at left. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, 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 as a
partnership, please sign in full
partnership name by authorized
person.
- FOLD AND DETACH HERE -
YOUR VOTE IS IMPORTANT!
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
</TABLE>
