<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
Deltic Timber Corporation
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO]
DELTIC TIMBER CORPORATION
NOTICE OF ANNUAL MEETING
_________________
To the Stockholders of
Deltic Timber Corporation:
The Annual Meeting of Stockholders of Deltic Timber Corporation ("Deltic"
or "the Company") will be held at the South Arkansas Arts Center, 110 East 5th
Street, El Dorado, Arkansas, on Thursday, April 29, 1999 at 10:00 a.m., Central
Daylight Time, for the following purposes:
Item 1: To elect three Class III directors to hold office for a
three-year term;
Item 2: To express approval or disapproval of the action of the Board
of Directors in appointing KPMG LLP as the Company's independent auditors
for 1999.
To transact such other business as may properly come before the
meeting and any adjournment thereof.
Holders of record of Deltic common stock at the close of business on March
11, 1999 will be entitled to vote with respect to this solicitation.
Stockholders are reminded that your shares of Deltic common stock cannot be
voted unless you properly execute and return the enclosed proxy card or make
other arrangements to have your shares represented at the meeting.
By Order of the Board of Directors,
W. Bayless Rowe
Secretary
El Dorado, Arkansas
March 19, 1999
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
DELTIC TIMBER CORPORATION
P.O. BOX 7200
EL DORADO, ARKANSAS 71731-7200
____________________
PROXY STATEMENT
____________________
GENERAL
This proxy statement and the accompanying proxy card are being furnished in
connection with the solicitation of proxies on behalf of the Board of Directors
of Deltic Timber Corporation ("Deltic" or "the Company") for the Annual Meeting
of Stockholders to be held on April 29, 1999, in El Dorado, Arkansas. Only
stockholders of record at the close of business on March 11, 1999 (the "Record
Date") are entitled to notice of, and to vote at, the meeting. There were
12,776,779 shares of Deltic common stock outstanding and entitled to vote on
February 28, 1999. Each share of Deltic common stock is entitled to one vote on
each matter properly brought before the meeting.
Commencing approximately on March 19, 1999, the Company is mailing its
annual report for the year ended December 31, 1998, together with this proxy
statement and the enclosed proxy card to holders of Deltic common stock on the
Record Date. A copy of the Company's Form 10-K for 1998 as filed with the
Securities and Exchange Commission ("SEC") may be obtained by writing the
Controller of the Company at the address provided above.
VOTING OF PROXIES
Your vote is important. Shares can be voted at the annual meeting only if
you are present in person or represented by proxy. Even if you plan to attend
the meeting, you are urged to sign, date and return the accompanying proxy card.
When the enclosed proxy card is properly signed, dated, and returned, stock
represented by the proxy will be voted in accordance with your directions. You
can specify your voting instructions by marking the appropriate spaces on the
proxy card. If your proxy card is signed and returned without specific voting
instructions, your shares of Deltic common stock will be voted as recommended by
the Board of Directors: "FOR" the election of the three nominees for director
named in the proxy card, and "FOR" the ratification of the selection of KPMG LLP
as the Company's independent auditors for 1999. Abstentions marked on the proxy
card are voted "against" the proposals but are counted in determination of a
quorum.
You may revoke your proxy at any time before it is voted at the meeting by
(a) executing a later-dated proxy, (b) voting by ballot at the meeting, or (c)
filing a notice of revocation with the inspectors of election in care of the
Secretary of the Company at the above address.
(1)
<PAGE>
VOTING SHARES HELD IN EMPLOYEE THRIFT PLAN
If you are a participant in the Deltic Stock Fund of the Deltic Timber
Corporation Thrift Plan or Fund C-1 of the Murphy Oil Corporation Thrift Plan,
the trustees of such plans will vote the number of shares allocated to your
account pursuant to the instructions you provide, so please sign and return your
card promptly.
VOTES REQUIRED
The presence, in person or by proxy, of the holders of at least a majority
of the shares of Deltic common stock outstanding on the Record Date is necessary
to have a quorum for the annual meeting. Abstentions and broker "no-votes" are
counted as present for purposes of determining a quorum. A broker "no-vote"
occurs when a nominee holding shares of Deltic common stock for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner.
The affirmative vote of a majority of the shares present in person or by
proxy at the meeting is required for the passage of the Board of Directors'
proposals (Items 1 and 2). Any shares not voted by abstention have the same
effect as a vote against the proposals and broker "no-votes" have no effect on
the outcome of the vote.
SOLICITATION OF PROXIES
Solicitation of proxies may be made by directors, officers or employees of
the Company through the mail, in person and by telecommunications. The cost of
soliciting proxies will be borne by the Company. In accordance with the
regulations of the SEC and the New York Stock Exchange ("NYSE"), the Company
will also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their expenses incurred in sending proxies and proxy materials
to the beneficial owners of Deltic common stock.
PROCEDURES FOR STOCKHOLDER PROPOSALS AND NOMINATIONS
Under the Company's Amended and Restated Bylaws, nominations for director
may be made only by the Board of Directors (or a committee of the Board), or by
a stockholder entitled to vote who has delivered notice to the Company not less
than ninety (90) days before the anniversary of the preceding year's annual
meeting.
The Bylaws also provide that no business may be brought before an annual or
special stockholders' meeting except as specified in the notice of meeting
(which includes stockholders' proposals that the Company is required to set
forth in its proxy statement under applicable SEC rules) or as otherwise brought
before the meeting by or at the direction of the Board or by a stockholder
entitled to vote who has delivered notice to the Company (containing certain
information specified in the Bylaws) within the time limits described above for
a nomination for the election of director. These requirements are separate and
apart from, and in addition to the SEC's requirements that a stockholder must
comply with in order to have a stockholder proposal included in the Company's
proxy statement under SEC rules.
(2)
<PAGE>
A copy of the full text of Company's Amended and Restated Bylaws may be
obtained upon written request to the Secretary at the address provided above.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals intended to be presented at Deltic's 2000 Annual
Meeting of Stockholders must be received by Deltic's Secretary no later than
January 28, 2000. Such proposals must meet the requirements set forth in the
rules and regulations of the SEC in order to be eligible for inclusion in the
Company's 2000 proxy materials.
ELECTION OF CLASS III DIRECTORS
(ITEM 1 ON PROXY CARD)
The Board of Directors currently consists of three classes of directors,
equal in number. Directors hold office for staggered terms of three years (or
less if they are filling a vacancy) and until their successors are elected and
qualified. One of the three classes, comprising one third of the directors, is
elected each year to succeed the directors whose terms are expiring. The
directors in Class I were elected at the 1997 annual meeting to serve for a term
expiring at the Company's annual meeting in the year 2000. The directors in
Class II were elected at the 1998 annual meeting to serve for a term expiring at
the Company's annual meeting in the year 2001. The directors in Class III are
serving terms expiring at the Company's annual meeting of stockholders in 1999
and will stand for election at such meeting.
The Company was incorporated in Delaware on September 4, 1996 in
anticipation of the spin off by Murphy Oil Corporation ("Murphy") of its farm,
timber and real estate business, then conducted by Deltic Farm & Timber Co.
Inc., an Arkansas corporation ("Deltic Farm & Timber"). Effective December 17,
1996, Deltic Farm & Timber was merged with and into the Company. From the date
of its incorporation until December 17, 1996, the Board of Directors of the
Company consisted of three employees of Murphy, Messrs. Walter K. Compton,
Clefton D. Vaughan and W. Bayless Rowe. (The latter two individuals became
employees of Deltic effective January 1, 1997.) Effective on December 17, 1996,
Murphy, acting as Deltic's sole stockholder, elected nine new directors,
including Chairman Robert C. Nolan, to Deltic's board. These nine directors
have served continuously on the Board since December 17, 1996.
Deltic's Board of Directors has proposed the following nominees for
election as directors at the 1999 annual meeting:
NOMINEES FOR CLASS III DIRECTORS
WITH TERMS EXPIRING AT THE ANNUAL MEETING IN THE YEAR 2002:
O. H. Darling, Jr.
Rev. Christoph Keller, III
R. Madison Murphy
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE-
NAMED NOMINEES AS DIRECTORS FOR A TERM OF THREE YEARS.
(3)
<PAGE>
Proxies solicited by the Board of Directors will be voted "FOR" the election of
the nominees, unless otherwise instructed on the proxy card.
Information is provided below with respect to each nominee for election and
for each director whose term expires in subsequent years. Should one or more of
these nominees be unavailable to accept nomination or election as a director,
the individuals named as proxies on the enclosed proxy card will vote the shares
that they represent for the election of such other persons as the Board may
recommend unless the Board reduces the number of directors. The Board of
Directors knows of no reason why any of the nominees will be unavailable or
unable to serve if elected.
NOMINEES FOR ELECTION AS DIRECTORS
CLASS III -- NOMINEES FOR TERMS EXPIRING IN 2002
O.H. DARLING, JR., 70, has been a Director since December 17, 1996. Mr.
Darling was Division Manager, Crossett Division, Georgia Pacific Corporation
from 1978 until his retirement in 1994. Mr. Darling serves as a member of the
Board's Audit Committee.
REV. CHRISTOPH KELLER, III, 44, has been a Director since December 17,
1996. Rev. Keller has been an Episcopal priest since 1982, and is currently
pursuing advanced study in theology. Rev. Keller is also a member of the Board
of Directors of Inglewood Land and Development Company of Alexandria, Louisiana
and one of the managers of Keller Enterprises, L.L.C. Rev. Keller serves as a
member of the Board's Audit Committee and Executive Compensation Committee.
R. MADISON MURPHY, 41, has been a Director since December 17, 1996. Since
October 1994, Mr. Murphy has been Chairman of the Board of Murphy. Prior to
such time, Mr. Murphy served as Executive Vice President and Chief Financial and
Administrative Officer of Murphy. Mr. Murphy is also a director of First United
Bancshares, Inc. Mr. Murphy serves as Chairman of the Board's Executive
Compensation Committee and as a member of its Executive and Nominating
Committee.
DIRECTORS WHOSE TERM OF OFFICE CONTINUE
CLASS I -- TERMS EXPIRE IN 2000
ROBERT C. NOLAN, 57, has been the Company's nonemployee Chairman of the
Board since December 17, 1996. For the past 27 years, Mr. Nolan has been
Managing Partner of Munoco Company, an Arkansas partnership engaged in the
exploration for and production of oil and gas. In addition, Mr. Nolan has over
26 years experience in timberland management. Mr. Nolan is a director of First
United Bancshares, Inc. and First National Bank of El Dorado. Mr. Nolan is
Chairman of the Board's Executive and Nominating Committee, and by virtue of his
office serves as an "ex officio" member of all other Committees of the Board,
except the Audit Committee.
RON L. PEARCE, 57, has been President and Chief Executive Officer and a
Director of the Company since December 17, 1996. From June 1993, Mr. Pearce was
President of Deltic Farm & Timber, which was merged with and into the Company on
December 17, 1996. Mr. Pearce is a member of the Board's Executive and
Nominating Committee.
(4)
<PAGE>
ALEX R. LIEBLONG, 48, has been a Director since December 17, 1996. In June
1997 Mr. Lieblong formed his own full service securities firm, Lieblong &
Associates, Inc., where he is President and owner. Prior to formation of
Lieblong & Associates, Inc., Mr. Lieblong was Branch Manager, Corporate Vice
President of PaineWebber, Inc. Mr. Lieblong serves as a member of the Board's
Executive and Nominating Committee and Executive Compensation Committee.
CLASS II -- TERMS EXPIRE IN 2001
ERIC M. HEINER, 54, has been a Director since December 17, 1996. Since
1975, Mr. Heiner has been engaged in real estate development and investments.
Mr. Heiner serves as a member of the Board's Audit Committee and Executive
Compensation Committee.
WILLIAM L. ROSOFF, 52, has been a Director since December 17, 1996. In
1998 Mr. Rosoff was named Senior Vice President and General Counsel of RJR
Nabisco Holdings Corp ("RJR Nabisco"). Prior to his position at RJR Nabisco,
Mr. Rosoff had been a partner of the Davis Polk & Wardwell law firm. Davis Polk
& Wardwell has represented the Company in various corporate matters, and the
Company expects to retain the services of Davis Polk & Wardwell in the future.
Mr. Rosoff serves as a member of the Board's Audit Committee and Executive
Compensation Committee.
JOHN C. SHEALY, 70, has been a Director since December 17, 1996. Mr.
Shealy was Vice President and General Manager, Southern Region of Willamette
Industries, Inc. from 1981 until his retirement in 1994. Mr. Shealy is also
Chairman of American Bank of Ruston, Louisiana. Mr. Shealy serves as Chairman
of the Board's Audit Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Keller, Murphy and Nolan are first cousins and Mr. Heiner is the
spouse of a first cousin of Messrs. Keller, Murphy and Nolan. These four
nominees, their spouses, and members of their immediate families directly or
indirectly own in the aggregate approximately 26% of the outstanding stock of
the Company and may be considered the controlling persons of the Company. See
also "Certain Stock Ownership" on Page 7 of this Proxy Statement.
The Company owns undivided interests in numerous tracts of timberland and
several tracts of farmland that it operates and manages on behalf of itself and
co-owners. In addition, the Company manages under contract timberland and
farmland in which it does not own an interest for third parties. Messrs. Nolan,
Murphy, Keller and Heiner and members of their respective families (the
"families") own certain undivided interests in timberland and farmland managed
by the Company. In addition, the families are parties to management contracts
with the Company for timberland and farmland which they or entities for which
they are officers, directors, stockholders, trustees and/or partners own. The
Company's standard terms and conditions are utilized in all arrangements with
the families, as well as with other third parties. For timberland, these terms
and conditions include an annual per acre fee, cost plus 15% for special
silvicultural projects and a 5% commission from the proceeds of timber sales.
For farmland, the principal term and condition is a fee of 25% of operating
income realized from crop sales. The families own farmland, commonly referred
to as the Buckmeadow Plantation, which is managed and operated for the families'
account by the Company. During 1998, Buckmeadow Plantation paid to the Company
$56,523.71 for management fees and overhead reimbursement. Also
(5)
<PAGE>
during 1998, Munoco Company, an Arkansas partnership, for whom Mr. Nolan is
managing general partner, received a distribution of proceeds totaling
$89,375.00 from a farming venture operated and owned 63.9583% by the Company.
The families own approximately 96% of the outstanding shares of Loutre Land and
Timber Company, an Arkansas corporation. Loutre Land and Timber Company owns
approximately 32,000 acres of timberland, a majority of which is managed by the
Company. In 1998, Loutre Land and Timber Company paid to Deltic $247,777.74 for
management fees, special silvicultural services and timber sales commissions.
In 1998, the Company decided to attempt to exchange or sell certain tracts of
timberland located outside of its operating area. In September 1998, the
Company sold 420 acres from these lands for an amount ($200,157.00) which
exceeded the land's appraised value to an adjoining landowner, Sumac Company,
LLC. Mr. Murphy owns the controlling interest of Sumac Company, LLC.
THE BOARD OF DIRECTORS
The responsibility and authority for managing the business of the Company
rests with its Board of Directors, who are elected by its stockholders. The
Board of Directors sets strategic policy, approves business plans and delegates
authority to execute its policies and plans to the President and Chief Executive
Officer. During 1998, Deltic's Board of Directors held six meetings. Also
during the year, the Board's Audit Committee, Executive Compensation Committee
and Executive and Nominating Committee held two, one and eleven meetings,
respectively. All of the Company's Directors attended at least 75% percent of
their Board and Committee meetings.
COMMITTEES
At its first meeting Deltic's Board of Directors established three
committees: the Audit Committee, the Executive Compensation Committee, and the
Executive and Nominating Committee. These committees are briefly described
below:
The Audit Committee meets regularly with the Company's independent auditors
and internal auditors to review the adequacy of the Company's internal controls
as well as the scope and reports of audits performed by them. In addition, the
committee is the principal agent of the Board of Directors in assuring the
adequacy of the Company's financial and accounting reporting control processes.
The Audit Committee is also responsible for recommending to the Board of
Directors the appointment of the Company's independent auditors. The committee
consists of five independent directors and met twice during 1998 and is expected
to meet as necessary in 1999.
The Executive Compensation Committee reviews and approves the Company's
total compensation philosophy and programs covering executive officers and key
management employees as well as the competitiveness of Deltic's total
compensation practices. The committee also reviews the performance levels of
Deltic's executive officers and determines base salaries and incentive awards
for such executive officers and also the compensation of Deltic's nonemployee
Chairman. The committee, which consists of five independent, "nonemployee"
directors, met once in 1998 and is expected to meet as necessary in 1999.
The Executive and Nominating Committee acts as surrogate for the Board by
maintaining surveillance over operations and exercising the general powers of
the Board when the Board is not in
(6)
<PAGE>
session, except that the Committee does not have the power, among other things
to: declare dividends, issue stock, amend the Bylaws, or approve any merger or
share exchange. This committee also constitutes the Board's Nominating
Committee and in such capacity it proposes and considers suggestions as to
candidates for membership on the Board, including a slate of directors for
submission to the stockholders at the annual meeting. The Committee met eleven
times in 1998 and is expected to meet at least each month during which the Board
does not meet in 1999.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid an annual retainer
of $16,000, a $1,000 fee for each meeting attended of the Board and a $500 fee
for each meeting attended of any committee thereof. Retainer and meeting fees
are paid quarterly in arrears. Directors are also reimbursed their travel, meal
and lodging expenses for attending meetings. In addition to the regular
retainer and meeting fees, the Company's nonemployee Chairman, Mr. Nolan, was
paid $60,000 during 1998.
CERTAIN STOCK OWNERSHIP
The following table and related text sets forth information, by the
categories listed, concerning ownership of Common Stock of the Company at
February 28, 1999 with respect to each director (including those nominated for
re-election), each of the named executives listed in the "Summary Compensation
Table" on Page 12 of this Proxy Statement, directors and officers as a group,
and each person or entity who has filed reports with the Company pursuant to
applicable SEC rules disclosing ownership of as much as 5% of the Company's
Common Stock.
<TABLE>
<CAPTION>
TYPE OF OWNERSHIP
----------------------------------------------------------------------------------------------------
VOTING AND
INVESTMENT
PERSONAL, POWER ONLY, SUBJECT TO
WITH FULL SPOUSE AND NOT OPTIONS PERCENT OF
VOTING AND PERSONAL, AS AND OTHER INCLUDED IN EXERCISABLE OUTSTANDING
INVESTING BENEFICIARY HOUSEHOLD OTHER WITHIN (IF GREATER
NAME POWER OF TRUST(S) MEMBERS (1) COLUMNS (2) 60 DAYS TOTAL THAN.9%)
---- ---------- ------------ ----------- ----------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
O.H. Darling................ 1,000 --- --- --- --- 1,000 ---
Eric Heiner................. 6,507 --- 132,147 21,733 --- 160,387 1.2%
Rev. Christoph Keller, III.. 26,240 65,080 2,652 197,003 (3) --- 290,975 2.3%
Alex Lieblong............... 15,000 --- --- --- --- 15,000 ---
R. Madison Murphy........... 27,526 148,790 23,291 665,001 (4) --- 864,608 6.8%
Robert C. Nolan............. 80,214 45,370 (5) 1,000 208,337 --- 334,921 2.6%
Ron Pearce.................. 18,700 (6) 301 --- --- 28,655 47,656 ---
William Rosoff.............. 750 --- --- --- --- 750 ---
John Shealy................. 1,500 --- --- --- --- 1,500 ---
Clefton D. Vaughan.......... 6,343 (6) 2,950 --- --- 16,336 25,629 ---
W. Bayless Rowe............. 2,600 (6) 1,860 300 --- 14,183 18,943 ---
Jack R. McCray.............. 2,018 (6) 1,530 --- --- 5,250 8,798 ---
Richard H. Humphreys........ 1,236 (6) 1,932 --- --- 7,625 10,793 ---
All directors together with
five named executives and
another officer
as a group 190,493 (7) 269,023 159,390 1,092,074 73,174 1,784,154 13.96%
</TABLE>
(7)
<PAGE>
_________________________
/1/ Includes shares directly owned and shares owned as beneficiary of
trust(s).
/2/ Includes shares held as a trustee for others and shares owned by a
corporation or other organization of which the named person is an officer as
well as sole or shared investment power.
/3/ One of the trusts for which Reverend Keller shares investment power
owns an additional 38,375 shares of stock which were omitted from this column
since such shares were included in the column disclosing "Personal, as
beneficiary of trust(s)".
/4/ Included in this total are 176,872 shares for which Mr. Murphy serves
as Trustee for trusts whose beneficiaries are his siblings and their children
and 57,211 shares held by a charitable foundation which Mr. Murphy heads.
Beneficial ownership of such shares is expressly disclaimed. Also, included in
this total are 430,928 shares held by a partnership whose general partner is a
limited liability company for which Mr. Murphy is one of its members. Charles H.
Murphy, Jr., whose holdings are described below, is also a member of the limited
liability company, and accordingly, to this extent listing of the shares is
duplicated.
/5/ Mr. Nolan is a potential beneficiary by virtue of membership in a
class of beneficiaries, with the Trustee having sole authority to select class
members to receive distribution of trust assets.
/6/ Included are shares of "restricted stock" awarded on February 18, 1998
pursuant to the Company's 1996 Stock Incentive Plan. Such shares are subject to
vesting requirements, but the recipients are entitled to vote such shares upon
their issuance. The amount of restrictive stock for each individual is: Pearce
4,000 shares; Vaughan 2,500 shares; Rowe 2,500 shares; McCray 1,000 shares; and
Humphreys 1,000 shares.
/7/ This total includes 11,500 shares of restricted stock as discussed in
note 6 above.
Persons or entities who have filed reports with the Company through
February 28, 1999 pursuant to applicable SEC rules disclosing ownership of as
much as 5% of the Company's common stock are as follows:
(1) On November 11, 1998, C.H. Murphy, Jr., Suite 400, Union Bldg., El
Dorado, Arkansas, filed a Schedule 13(G) report which disclosed that as of such
date Mr. Murphy has sole voting and dispositive power as to 141,505 shares of
the Company's common stock; and Mr. Murphy has shared voting and dispositive
power as to 899,708 shares of the Company's common stock. Combined, these
categories of shares represent 8.1% of the outstanding common stock of the
Company as of December 31, 1998. Mr. Murphy is the father of Director R.
Madison Murphy and the uncle of: Director Robert C. Nolan, Director Christoph
Keller, III, and Director Eric M. Heiner's spouse.
(2) On February 4, 1999, First United Bancshares, Inc. filed Amendment No.
2 to its Schedule 13(G) report which disclosed that as of December 31, 1998 its
wholly owned subsidiaries, First United Trust Company, N.A., Main and Washington
Streets, El Dorado, Arkansas and FirstBank, 3000 New Boston Road, Texarkana,
Texas have sole or shared voting and dispositive power as to 668,090 shares of
the Company's common stock, representing 5.2% of the outstanding common stock of
the Company as of December 31, 1998.
(8)
<PAGE>
(3) On February 15, 1999, Southeastern Asset Management, Inc., 6410 Poplar
Avenue, Memphis, Tennessee, filed Amendment No. 2 to its Schedule 13(G) report.
Such report disclosed that as of December 31, 1998 Southeastern Asset
Management, Inc. holds investment power as a result of acting as investment
advisor to various investment companies registered under Section 8 of the
Investment Company Act of 1940, as to 1,917,300 shares of the Company's stock,
representing 14.9% of the common stock of the Company as of December 31, 1998.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws and regulations promulgated thereunder, the
Company's directors and executive officers are required to report their
beneficial ownership (as defined in such laws and regulations) of the Company's
common stock and any changes in that ownership to the SEC and NYSE. Specific
due dates for the reports have been established and the Company is required to
report in this Proxy Statement any failure to file by said due dates. Based
solely upon a review of Form 4s and amendments thereto during fiscal year 1998
and Form 5s and amendments thereto with respect to such year, each of the
Company's directors and executive officers satisfied their filing requirements
for fiscal 1998.
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee ("the Committee") reviews and approves
the Company's total compensation philosophy and programs covering executive
officers and key management employees as well as the competitiveness of Deltic's
total compensation practices. In addition, the Committee specifically reviews
the performance levels of Deltic's officers and determines base salaries and
incentive awards for such executive officers, and also the compensation of
Deltic's nonemployee Chairman. The Committee is comprised of five independent,
nonemployee directors elected by the Board of Directors. During 1998, the
Committee met once on February 18, 1998. This report is provided by the
Committee to assist stockholders in understanding the philosophy and objectives
of the Committee and its actions during 1998.
A major objective of the Committee is to design compensation programs to
attract and retain individuals of outstanding ability for the Company, and to
provide incentives for such individuals to strive to enhance stockholder value.
Philosophically, the Committee believes its objectives can be met when the
compensation of the Company's executives is closely linked to the Company's
business performance and attainment of strategic objectives as established by
the Board. The Committee's compensation programs seek to: encourage stock
ownership by executives in order to directly align their interests with those of
all stockholders; maintain an appropriate balance between base salary and annual
and long-term incentive opportunities; and recognize and reward exceptional
individual contributions to the Company's success.
The three main elements of Deltic's compensation program are base salary,
annual bonus and long-term incentives. Base salary and bonus are keyed to
recognition of individual performance and achievement of business objectives
each year. The value of long-term incentives are directly linked to the
performance of Deltic's common stock and, therefore, to total stockholder
return. In evaluating the compensation programs, the Committee solicits the
services of independent compensation consultants and information on industry pay
practices gathered by Deltic's human resource department.
(9)
<PAGE>
Generally for base salaries, Deltic maintains an administrative framework
of job levels into which positions are assigned based on internal comparability
and external market data. Base salaries are reviewed annually and adjusted as
appropriate to reward performance and maintain a competitive position. Annual
bonuses are awarded if the Company meets or exceeds certain performance measures
which are established each year by the Committee and/or an individual's
contributions are recognized as exceptional by the Committee. Participation in
the annual bonus program is based on job level and is intended to reward
individuals who are capable of having a significant impact on the Company's
performance. Communication of the applicable performance measure is promptly
made to each participant after it has been determined by the Committee.
The Company's 1996 Stock Incentive Plan ("1996 SIP") vests with the
Committee the authority to award incentive or nonqualified stock options, stock
appreciation rights and restricted stock. Such awards are intended under the
1996 SIP to foster and promote the long-term financial success of the Company
and materially increase stockholder value by motivating superior performance and
encouraging and providing for the acquisition of an ownership interest in the
Company by those employees upon whose judgement, interest, and special effort
the successful conduct of its operations is largely dependent. The 1996 SIP
establishes an aggregate and annual number of shares which may be issued, sets a
limit on the percentage of restricted stock which may be issued in total and to
any individual, and provides for other terms and conditions applicable to the
different types of awards.
1998 Committee Actions
The Committee acted in regard to each of the Company's three main elements
of compensation during 1998. First, the Committee determined that the 1997
performance measure which it had established under the Company's Annual
Incentive Compensation Plan had been slightly exceeded. The Committee
accordingly awarded cash bonus awards to participants under the plan. Even
though the actual determination and the resulting payments were made in early
1998, the Committee recognized that the rewards were based on 1997 performance
and instructed the Company's Secretary to include such amounts as may be
applicable in the Summary Compensation Table of the Company's Proxy Statement
for last year's Annual Stockholders' Meeting. The Committee next considered an
appropriate performance measure to be applicable for 1998 under the Annual
Incentive Compensation Plan. The Committee decided that the measure for earning
a bonus under the Annual Incentive Compensation Plan for 1998 would be based 75
percent on the Company's earnings before interest and taxes measured against a
targeted amount, and 25 percent on individual performance and contributions.
Such measure was made applicable for all plan participants.
Awards of stock options under the 1996 SIP were considered and made. Each
stock option under this category was priced at the fair market value on the date
of grant ($28.03 per share) and will become exercisable as to one-half of its
shares one year from the date of grant and exercisable as to the remaining one-
half, three years after the date of grant. Each option has a term of ten years
from the date of grant and will expire after such time. To the extent allowed
under applicable internal revenue code provisions, each of these stock options
was designated as incentive stock options with any not qualifying for incentive
stock option treatment designated as nonqualified stock options.
The Committee next considered an initial award of restrictive stock which
under the Company's 1996 SIP is Common Stock subject to such restrictions as may
be determined by the
(10)
<PAGE>
Committee at the time of the award. No restrictive stock awards had been made
in the prior year as the Committee felt more appropriate award levels and
conditions could be determined after the Company had been out on its own for a
period following its spin off from Murphy, and the performance of the Company's
executives could be observed. Additionally, the Committee felt it was important
to gauge the market's reaction to the new publicly owned company. A
representative of a nationally recognized compensation consulting firm discussed
with the Committee directions and trends of restrictive stock awards among
publicly owned companies in the forest products industry and from the firm's
much larger data base of other companies. The Committee considered such
information useful to its objective of attracting and retaining individuals of
outstanding ability for the Company, but also recognized that the Company has
unique characteristics including its size and the location, extent and nature of
its operations. The Committee determined to make an initial award of
restrictive stock and to consider future issuances on a biannual basis with the
understanding that additional restrictions, conditions and performance measures
may be attached to future awards. Ownership of the restrictive stock awarded in
1998 will vest four years after the date of grant if the recipients have
remained employed with the Company throughout such period. During the pendency
of the vesting period, the recipients are entitled to vote such shares and
receive dividends which may be declared for all Common Stock. At vesting, the
employees will be reimbursed an amount which represents the income tax liability
arising from the award of the restrictive stock. The Committee also discussed
the concept of stock ownership guidelines for participants in the 1996 SIP and
determined it would be appropriate to consider establishment of minimum stock
ownership levels after the 1996 SIP has been in operation for a period.
The Committee also addressed 1998 base salary compensation for the
Company's executive officers as well as compensation for the Company's
nonemployee Chairman. As to Ron L. Pearce, the Company's President and Chief
Executive Officer, the Committee increased Mr. Pearce's base salary 19% from
$180,000 to $215,000. The Committee based its action after reviewing the
Company's financial and operating performance in 1997, which included an
increase in net income over the prior year, the respective performance of each
of the Company's business segments, and progress toward achievement of strategic
objectives established by the Company's Board of Directors. Among the
objectives noted by the Committee were a successful timberland acquisition
program which added over 24,000 acres, and accessing the capital markets through
issuance of equity in the form of Preferred Stock. The Committee also believed
that Mr. Pearce's newly expanded duties as the chief executive of a publicly
owned company had been performed well during 1997.
Respectfully submitted,
Executive Compensation Committee
R. Madison Murphy, Chairman Alex R. Lieblong William L.Rosoff
Eric M. Heiner Reverend Christoph Keller, III
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
There were no committee interlocks. Messrs. Murphy, Heiner, Keller and
Nolan are related by blood and/or marriage as described in the "Certain
Relationships and Related Transactions" section supra. Such section also
describes applicable related transactions.
(11)
<PAGE>
EXECUTIVE COMPENSATION
As a wholly owned subsidiary until December 31, 1996, matters involving the
compensation of the Company's executive officers for fiscal years prior to 1997
were determined by Murphy. The following table sets forth information with
respect to compensation for the Company's President and Chief Executive Officer
and the four other most highly compensated executives of the Company at the end
of 1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
--------------------------------------
OTHER COMPENSATION AWARDS ALL
------------------------
ANNUAL RESTRICTED SECURITIES OTHER
COMPENSA- STOCK UNDERLYING COMPEN-
SALARY BONUS TION AWARDS OPTIONS SATION
NAME AND PRINCIPAL POSITION YEAR ($) (1) ($) (2) ($) (3) ($) (4) (#) ($)(8)
- --------------------------- ---- ------- ------ --------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Ron L. Pearce 1998 215,000 53,750 --- 112,120 12,000 5,375
President and Chief 1997 180,000 83,500 --- --- 34,140 (6) 6,624
Executive Officer 1996 141,250 55,000 --- (5) (7) 8,965
Clefton D. Vaughan 1998 162,000 27,000 --- 70,075 8,000 3,773
Vice President, Finance 1997 140,000 53,507 --- --- 29,171 (6) 4,080
and Administration and 1996 204,000 60,000 24,336 (5) (7) 14,299
Treasurer [Prior to 1/1/97
Vaughan was employed by
Murphy as Vice President.]
W. Bayless Rowe 1998 155,000 23,000 --- 70,075 7,000 6,668
General Counsel and 1997 140,000 44,589 --- --- 15,500 (6) 7,537
Secretary [Prior to 1/1/97 1996 127,834 40,000 --- --- (7) 6,976
Rowe was employed by
Murphy as General Attorney
and Secretary]
Jack R. McCray 1998 118,086 18,000 --- 28,030 3,500 4,094
General Manager, Real 1997 113,418 24,082 --- --- 5,000 (6) 4,865
Estate & Vice President, 1996 108,573 24,500 --- --- (7) 4,524
Chenal Properties, Inc.
Richard H. Humphreys, 1998 102,031 10,000 --- 28,030 3,500 4,662
General Manager, Mills 1997 94,380 21,108 --- --- 7,375 (6) 5,294
1996 88,542 26,500 --- --- (7) 4,968
</TABLE>
____________________________
/1/ Includes amounts of cash compensation earned and received by
executives as well as amounts earned but deferred at their election.
(12)
<PAGE>
/2/ Bonuses were awarded and paid by Deltic and Murphy, as applicable,
after the end of the year in which they are reported. Because these payments
related to services rendered in the year prior to payment, Deltic and Murphy
report bonuses as a component of compensation for the prior year.
/3/ Represents the amount of income tax payments made by Murphy for
restricted Murphy stock awards that vested in 1996.
/4/ The value of restricted stock awarded in 1998 is determined by
multiplying the number of shares times the fair market value on date of grant
($28.03 per share). Being the initial restricted stock award, there are no prior
awards to aggregate. Dividends on Common Stock will also be paid on restrictive
stock.
/5/ Messrs. Pearce and Vaughan were awarded restricted stock awards by
Murphy in 1996 valued at $53,594 and $75,031, respectively. Under the terms of
Murphy's stock plan, each were deemed to have retired as of the date of the spin
off. As a result, 80% of the restricted stock awards were forfeited, with the
remainder subject to vesting or forfeiture in 2001 depending on achievement of
performance measures. Deltic's Executive Compensation Committee replaced the
projected value of forfeited restricted stock with Company stock options in 1997
as discussed in footnote 6 below.
/6/ The stock options awarded by the Committee in 1997 included options
which were intended by the Committee to replace Murphy stock options and
restricted stock which were forfeited by the named executives as a result of the
spin off. The number of options in this unique category included in the totals
listed in the table above for each of the named executives is: Mr. Pearce -
20,390; Mr. Vaughan - 19,671; Mr. Rowe - 6,500; Mr. McCray - 2,000; and Mr.
Humphreys - 4,375.
/7/ The named executives received stock option awards from Murphy in
1996 and 1995 which under the terms of Murphy's stock plan were forfeited as a
result of the spin off. The number of Murphy stock options forfeited by each of
the named executives is: Mr. Pearce -10,000; Mr. Vaughan - 7,000; Mr. Rowe
6,500; Mr. McCray - 2,000; and Mr. Humphreys -4,375.
/8/ The total amounts shown in this column for 1998 consist of the
following: Mr. Pearce: $4,751 -- Company contributions to defined contribution
plan; $624--Benefit attributable to Deltic-owned term life insurance policy. Mr.
Vaughan: $3,149 -- Company contributions to defined contribution plan; $624--
Benefit attributable to Deltic-owned term life insurance policy. Mr. Rowe:
$6,044--Deltic contributions to defined contribution plan; $624--Benefit
attributable to Deltic-owned term life insurance policy. Mr. McCray: $3,470--
Company contribution to defined contribution plan; $624--Benefit attributable to
Deltic-owned term life insurance policy. Mr. Humphreys: $4,038--Company
contribution to defined contribution plan; $624--Benefit attributable to Deltic
owned-term life insurance policy.
(13)
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes options granted during fiscal 1998 to the
named executives listed in the Summary Compensation Table, and the potential
value of the shares subject to such options if the options were exercised at
their expiration date.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- -----------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED IN EXERCISE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR PRICE ($) DATE 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ron L. Pearce 12,000 23.5% 28.03 02/18/08 211,535 536,071
Clefton D. Vaughan 8,000 15.7% 28.03 02/18/08 141,023 357,381
W. Bayless Rowe 7,000 13.7% 28.03 02/18/08 123,395 312,708
Jack R. McCray 3,500 6.8% 28.03 02/18/08 61,698 156,354
Richard H. Humphreys 3,500 6.8% 28.03 02/18/08 61,698 156,354
All Stockholders (1) 585,055,016 (5%) 931,602,334 (10%)
</TABLE>
__________________
/1/The potential realizable value for all Stockholders represents the
aggregate value at the end of 10 years of all Common Stock outstanding as of
February 18, 1998 (the date of awards of employee stock options) which then had
a value of $359,173,028 assuming the same rates of appreciation used to
calculate the potential realizable value of shares subject to stock options
summarized in the table. Such information is shown for comparison purposes only
and does not represent an estimate or prediction of future Common Stock price.
(14)
<PAGE>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE TABLE
There was one exercise of replacement stock options during fiscal 1998.
The following table summarizes the value at December 31, 1998, of all the shares
subject to options granted to the named executives of the Company.
<TABLE>
<CAPTION>
Value Shares Underlying Value of Unexercised
Shares Acquired realized Unexercised Options In-the-Money Options
on excise (#) ($) Held at December 31, 1998 Held at December 31, 1998 (1)
- ------------------------------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ron L. Pearce 8,750 37,309 $65,450 $19,950
Clefton D. Vaughan 3,399 95,703 -0- 33,921 -0- $13,965
W. Bayless Rowe 4,750 20,250 $33,405 $13,965
Jack R. McCray 1,000 7,500 $ 7,980 $ 7,980
Richard H. Humphreys 3,375 7,500 $24,870 $ 7,980
</TABLE>
_______________
/1/ Represents the closing price for Deltic common stock on December 31,
1998 of $20.38 less the exercise price for all outstanding exercisable and
unexercisable in-the-money stock options.
PERFORMANCE GRAPH
The following graph compares the cumulative total returns for Deltic's
common stock, the Standard & Poor's Small Cap 600 Index and the Standard &
Poor's Paper & Forest Products Index for the period January 2, 1997 (the first
day of regular public trading of Deltic's common stock) through December 31,
1998. The Company believes because it does not own and operate paper
manufacturing facilities and its market capitalization is significantly smaller
than most firms included within the industry index, that it may in the future be
able to determine a more appropriate industry peer group as more timber focused
companies become publicly traded. The graph assumes an investment on January 2,
1997 of $100 in each of Deltic's common stock, the stocks comprising the
Standard & Poor's Small Cap 600 Index and the stocks of the Standard & Poor's
Paper & Forest Products Index, and that all paid dividends were reinvested.
(15)
<PAGE>
[GRAPH APPEARS HERE]
1/2/97 12/31/97 12/31/98
Deltic $100 $127.67 96.09
S&P Small Cap 600 $100 $125.58 123.95
S&P Paper & Forest Products $100 $107.22 109.35
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid during a year to a public company's chief
executive officer and its four other most highly compensated executive officers
to $1 million, unless specified conditions are met. Certain performance-based
compensation is not subject to the deduction limitation. The Company did not
have nondeductible compensation expense during 1998 and is not expected to have
such in 1999. Nevertheless, the Executive Compensation Committee intends to
review this matter from time to time and, if appropriate and consistent with the
Company's compensation philosophy, may recommend in the future that actions be
taken to maximize the amount of compensation expense that is deductible to the
Company.
RETIREMENT PLANS
Effective upon the spin off, the Company established its retirement plans
for its employees. The following table shows the estimated annual pension
benefit payable, at age 65, under Deltic Timber Corporation's Retirement Plan at
December 31, 1998 for the salary and length of service indicated. The amounts
shown are subject to reduction for social security benefits.
(16)
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------------
REMUNERATION (1) 15 20 25 30 35 40
- ------------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 24,000 $ 32,000 $ 40,000 $ 48,000 $ 56,000 $ 64,000
150,000 36,000 48,000 60,000 72,000 84,000 96,000
200,000 48,000 64,000 80,000 96,000 112,000 128,000
250,000 60,000 80,000 100,000 120,000 140,000(2) 160,000(2)
300,000 72,000 96,000 120,000 144,000(2) 168,000(2) 192,000(2)
350,000 84,000 112,000 140,000(2) 168,000(2) 196,000(2) 224,000(2)
400,000 96,000 128,000 160,000(2) 192,000(2) 224,000(2) 256,000(2)
450,000 108,000 144,000(2) 180,000(2) 216,000(2) 252,000(2) 288,000(2)
500,000 120,000 160,000(2) 200,000(2) 240,000(2) 280,000(2) 320,000(2)
</TABLE>
A portion of the benefits shown above would be paid under the Company's
Supplemental Benefit Plan to the extent such benefits exceed legislative
limitations.
The credited years of service for Messrs. Pearce, Vaughan, Rowe, McCray,
and Humphreys are seven years, two years, twenty-one years, nine years and
twenty-seven years respectively.
______________
/1/ During 1998, the maximum compensation limit for qualified retirement
plans, as established by the Internal Revenue Service, was $160,000.
/2/ Exceeds presently allowable maximum legislative limits for annual
pension benefits under a defined benefit pension plan. In 1998, the maximum
benefit allowable was $130,000, and such amount is unchanged for 1999.
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2 ON PROXY CARD)
The Board of Directors desires to obtain from the stockholders an
indication of their approval or disapproval of its action in appointing KPMG
LLP, Certified Public Accountants, as independent auditors of the Company for
the year 1999. KPMG LLP has been serving as the Company's independent auditors
for the past two years, and is familiar with the Company's accounts through its
many years of service as Murphy's independent auditors. The firm has advised
the Company that its members have no direct or indirect financial interest in
the Company or any of its subsidiaries. Members of the firm are expected to be
present at the Annual Meeting for the purpose of responding to inquiries by
stockholders and such representatives will have an opportunity to make a
statement if they desire to do so.
(17)
<PAGE>
In the event a majority of the stockholders voting should indicate they
disapprove the appointment of KPMG LLP the adverse vote will be considered as a
directive to the Board of Directors to select other auditors for the following
year. Because of the difficulty and expense of making any substitution of
auditors during a year, it is contemplated that the appointment for 1999 will be
permitted to stand unless the Board finds other good reason for making a change.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors does not know of any matters which will be brought
before the 1999 annual meeting other than those specifically set forth in the
notice of meeting. If any other matters are properly introduced at the meeting
for consideration, including, among other things, consideration of a motion to
adjourn the meeting to another time or place, the individuals named on the
enclosed proxy card will have discretion to vote in accordance with their best
judgment.
The above Notice and Proxy Statement are sent by Order of the Board of
Directors.
W. Bayless Rowe
Secretary
(18)
<PAGE>
[DELTIC LOGO PROXY
APPEARS HERE]
DELTIC TIMBER CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, APRIL 29, 1999
The stockholder(s) whose name(s) appears on the reverse side hereby appoints
Robert C. Nolan and Ron L. Pearce, or each of them, as the stockholder's proxy
or proxies, with full power of substitution, to vote all shares of Common Stock
of Deltic Timber Corporation which the stockholder is entitled to vote at the
Annual Meeting of Stockholders to be held at the South Arkansas Arts Center, 110
East 5th Street, El Dorado, Arkansas, on April 29, 1999, at 10:00 a.m., local
time, and any adjournments thereof, as fully as the stockholder could if
personally present.
IMPORTANT - This Proxy must be signed and dated on the reverse side.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE
REVERSE SIDE, BUT IF NONE ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED ON THE REVERSE SIDE, AND FOR ITEM 2.
(continued on reverse side)
<PAGE>
- --------------------------------------------------------------------------------
DELTIC TIMBER CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /
[ ]
The Board of Directors Recommends a Vote "FOR" Each of the Listed Items.
1. Election of Directors -
Nominees: O. H. Darling, Jr., Rev. Christoph Keller,
R. Madison Murphy
For Withhold
All All For All (Except Nominee(s) written below)
[ ] [ ] [ ]
2. Ratify the appointment of KPMG LLP as auditors.
For Against Abstain
[ ] [ ] [ ]
Dated: _____________________, 1999
____________________________
____________________________
Signature of stockholder(s)
Please sign exactly as your name or names appear hereon. For joint accounts,
each owner should sign. When signing as executor, administrator, attorney,
trustee or guardian, etc., please give full title. Please return promptly.
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTMARKED ENVELOPE.
