<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CVF TECHNOLOGIES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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): ............
[ ] 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: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CVF TECHNOLOGIES CORPORATION
916 CENTER STREET
LEWISTON, NEW YORK 14092
NOTICE OF
1999 ANNUAL STOCKHOLDERS' MEETING
To the Stockholders:
Notice is hereby given that the 1999 Annual Meeting of Stockholders (the
"Meeting"), of CVF Technologies Corporation (the "Company"), will be held at the
Buffalo Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately
north of Route I-290), at 2:00 p.m., New York time, on July 22, 1999 for the
following purposes:
1. To elect four directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified; and
2. To consider and take action upon such other matters as may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 14, 1999 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Robert Nally
Secretary
Date: June 30, 1999
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
June 30, 1999
CVF TECHNOLOGIES CORPORATION
916 CENTER STREET
LEWISTON, NEW YORK 14092
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 22, 1999
The following information is furnished in connection with the Annual
Meeting of Stockholders (the "Meeting"), of CVF Technologies Corporation (the
"Company"), to be held on July 22, 1999 at 2:00 p.m., New York time, at the
Buffalo Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately
north of Route I-290). A copy of the Company's Annual Report to Stockholders for
the fiscal year ended December 31, 1998 is enclosed with this Proxy Statement
and Form of Proxy. Additional copies of the Annual Report, Notice, Proxy
Statement and Form of Proxy may be obtained from the Company's Secretary, 916
Center Street, Lewiston, New York 14092. This Proxy Statement and Form of Proxy
will be first sent to stockholders on or about July 6, 1999.
SOLICITATION AND REVOCABILITY OF PROXIES
THE ENCLOSED PROXY FOR THE MEETING IS BEING SOLICITED BY THE DIRECTORS OF
THE COMPANY. The proxy may be revoked by a stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date. The proxy may also be
revoked by a stockholder attending the Meeting, withdrawing such proxy and
voting in person. The cost of soliciting the proxies on the enclosed form will
be paid by the Company. In addition to the use of the mails, proxies may be
solicited by the directors and Company employees (who will receive no additional
compensation therefor) by means of personal interview, telephone or facsimile,
and it is anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorization for the execution of proxies. The
Company may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
material to their principals.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of common stock, $0.001 par value
per share, of the Company ("Shares"), entitled to vote at the Meeting has been
fixed at the close of business on June 14, 1999. On such date there were
6,723,228 Shares outstanding, entitled to one vote each.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of June 14, 1999, the approximate number
of Shares beneficially owned by each person known by the Company to be the
beneficial owner of more than 5% of the Shares, and the name and shareholdings
of each executive officer and director, and all executive officers and directors
as a group. Unless otherwise stated, each person has sole voting and investment
power with respect to the Shares set forth in the table.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Jeffrey Dreben (1)................................... 608,524 8.0%
916 Center Street
Lewiston, New York 14092
Robert Nally (1)..................................... 609,524 8.0%
189 Mary Street
Waterloo, Ontario N2J 1S1
George Khouri (2).................................... 75,000 1.0%
421 Field Point Road
Greenwich, Connecticut 06830
Robert Glazier (3)................................... 50,000 0.6%
916 Center Street
Lewiston, New York 14092
Lawrence Casse (4)................................... 20,000 --
916 Center Street
Lewiston, New York 14092
Robert L. Miller..................................... 0 --
5112 East River Road
Grand Island, New York 14072
Brant Investments Limited............................ 1,235,731 15.0%
c/o Royal Trust Company -- Pension Dept.
Royal Trust Tower, 7th Floor
77 King Street West
Toronto, Ontario M5W 1P9
Prudential Insurance Company of America.............. 610,750 8.0%
751 Broad Street
Newark, New Jersey 07102
The Mutual Life Assurance Company of Canada.......... 359,200 5.0%
227 King Street South
Waterloo, Ontario N2J 4C5
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
BCE Inc.............................................. 339,200 5.0%
c/o BCE Ventures
1000 Rue de la Gauchetiere West, Suite 3600
Montreal, Quebec H3B 4X7
Directors and Officers as a Group (6 persons)........ 1,363,048 16.9%
</TABLE>
- ---------------
(1) Each of Messrs. Dreben and Nally owns 207,880 Shares underlying a warrant
(the "Warrant") exercisable by Canadian Venture Founders Management Limited,
of which Messrs. Dreben and Nally each owns 21.8%. The wives of Mr. Dreben
and Mr. Nally are the registered holders of their husbands' interests in
Canadian Venture Founders Management Limited. Accordingly, Mr. Dreben and
Mr. Nally expressly disclaim beneficial ownership of the 207,880 Shares
underlying the Warrant. Messrs. Dreben and Nally also each hold 100,000
options to acquire Shares at an option price of $3.25 per share and 100,000
options to acquire Shares at an option price of $2.88 per share. Also
includes with respect to Mr. Dreben 200,644 Shares owned by Mr. Dreben's
wife as to which Mr. Dreben disclaims beneficial ownership and, with respect
to Mr. Nally, 201,644 Shares owned by Mr. Nally's wife as to which Mr. Nally
disclaims beneficial ownership.
(2) Includes 45,000 options to acquire Shares at an option price of $3.25 per
share and an additional 30,000 options to acquire Shares at an option price
of $2.88 per share.
(3) Includes 20,000 options to acquire Shares at an option price of $3.25 per
share and an additional 30,000 options to acquire Shares at an option price
of $2.88 per share.
(4) Includes 20,000 options to acquire Shares at an exercise price of $3.25 per
share held by an executive officer.
3
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has nominated four candidates for election at the
Meeting. If a quorum is present, those nominees receiving a plurality of the
votes cast at the Meeting will be elected as directors. A "plurality" means that
the nominees who receive the greatest number of votes at the Meeting are elected
as directors. Any Shares not voted "FOR" a particular nominee (whether as a
result of a direction to withhold authority or a broker non-vote) will not be
counted to determine a plurality. Each person so elected shall serve until the
next Annual Meeting of Stockholders and until his successor is elected and
qualified.
The directors of the Company recommend a vote FOR the nominees listed
below. All nominees are currently serving as directors of the Company and were
elected directors at the 1998 Annual Meeting of Stockholders.
Unless instructed otherwise, proxies will be voted FOR the nominees listed
below. Although the directors do not contemplate that any of the nominees will
be unable to serve prior to the Meeting, if such a situation arises, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy.
The table below sets forth certain information regarding the nominees for
election to the Company's Board of Directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AND POSITION AGE EXPERIENCE FOR PAST FIVE YEARS(1)
----------------- --- ---------------------------------
<S> <C> <C>
Jeffrey I. Dreben 54 Director, Chairman, President and Chief Executive
Officer of the Company since 1995; Director, Vice
President and Treasurer of CVF Management from 1989
to 1995.
Robert Glazier 50 Director of the Company since 1998; President and
Chief Executive Officer of Donatech Corporation
(computer software consulting company) since 1986.
Robert Nally 51 Director and Consultant to the Company since 1995;
Treasurer and Secretary of the Company since 1997;
Chief Operating Officer and Chief Technology Officer
since January 1, 1999; Chairman of RDM Corporation
(technologies for check processing and electronic
commerce solutions) since 1995; Vice President and
Secretary of CVF Management from 1989 to 1995.
George Khouri 52 Director and Special Consultant to the Company since
1997; Managing Director -- Capital Markets for
Nomura Securities International Inc. from 1995 to
1997; Vice President of Trigon Group (an investment
banking boutique) from 1992 to 1995.
</TABLE>
- ---------------
(1) Unless otherwise stated, each nominee has held the position indicated for at
least the past five years.
OTHER DIRECTORSHIPS AND TRUSTEESHIPS
No members of the Board of Directors, except Mr. Nally, serve on the Boards
of Directors or the Boards of Trustees of any other publicly-held companies. Mr.
Nally serves on the Board of Directors of Virtek Vision International Inc. and
RDM Corporation, both of which are publicly-held Canadian corporations.
4
<PAGE> 7
COMMITTEES AND MEETING DATA
During the year ended December 31, 1998, the full Board of Directors met on
three occasions. Each director attended all of the meetings of the Board. The
Company has a standing Audit Committee consisting of Messrs. Dreben and Glazier
which met on one occasion during the year ended December 31, 1998. The function
of the Audit Committee is to recommend to the Board of Directors the firm of
independent public accountants to audit the Company's financial statements each
fiscal year, review with the independent auditor the general scope of this
service, review the nature and extent of the nonaudit services to be performed
by the independent auditors, and consult with management on the activities of
the Company's independent auditors and the Company's system of internal control.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that directors, officers and
more than 10 percent stockholders of the Company file reports with the
Securities and Exchange Commission within the first 10 days of the month
following any purchase or sale of Shares. During 1998, none of the officers and
directors of the Company, to the knowledge of the Company, were late in filing a
report under Section 16(a) of the Exchange Act.
EXECUTIVE OFFICERS
The following is a list of the Company's executive officers.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AND POSITION AGE EXPERIENCE FOR PAST FIVE YEARS
----------------- --- ---------------------------------
<S> <C> <C>
Jeffrey Dreben 54 See table under "Nominees."
Chairman, President and Chief
Executive Officer
Robert Nally 51 See table under "Nominees."
Chief Operating Officer and Chief
Technology Officer, Treasurer and
Secretary
Robert L. Miller 48 Chief Financial Officer since May 1999; Vice
Chief Financial Officer President of Finance/Controller of U.S. Appraisal,
Inc. from March 1998 to April 1999; Vice
President/Controller of Pratt & Lambert United, Inc.
from 1985 to 1996.
Lawrence Casse 42 Consultant to Company since March 1997; President of
Vice President Resonance Capital Corporation from 1993 to 1997.
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes, for the fiscal years ended December 31,
1998, 1997 and 1996, the amount of the compensation paid by the Company to its
Chief Executive Officer and all other executive officers whose cash compensation
during the year ended December 31, 1998 exceeded $100,000 (the "Named
Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------ OTHER
NAME AND POSITION YEAR SALARY BONUS COMPENSATION
----------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Jeffrey Dreben 1998 $200,000 $ 20,000 --
Chairman, President and 1997 200,000 500,000(1) $638,863(1)
Chief Executive Officer 1996 102,765 -- --
Robert Nally 1998 $133,571(2) $ 13,492(2) --
Chief Operating Officer and 1997 140,000 500,000(1) $622,952(1)
Chief Technology Officer, 1996 80,543 -- --
Treasurer and Secretary
</TABLE>
5
<PAGE> 8
- ---------------
(1) During 1997, the Company repurchased 601,932 of its Shares for an aggregate
consideration of $10 from a corporation owned by officers of the Company.
The Company simultaneously issued to these officers options to purchase an
equal number of Shares for $0.05 per Share. The Company recorded no expense
effect on this exchange. During 1997, the options were exercised at a time
when the quoted market price of the Shares was $3.00 per Share. On this
sequence of transactions the Company recorded a $727,163 tax benefit as an
increase in additional paid in capital. Bonuses were paid to these officers
as compensation for the related personal tax liabilities. The total net
after tax cash disbursement cost to the Company for these bonuses was
approximately $250,000. Bonuses of this nature are not expected to reoccur
in the future.
(2) Paid in Canadian currency but translated in the table to U.S. currency based
on the exchange rate of Canadian $1.00 = U.S. $.6746.
Option Grants and Exercises. The following table sets forth grants of stock
options to acquire Shares with respect to the Named Officers during the year
ended December 31, 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE
---- ------------ -------------- ----------- ----------
<S> <C> <C> <C> <C>
Jeffrey Dreben 100,000 31.0% $3.25 9/16/2003
Robert Nally 100,000 31.0% $3.25 9/16/2003
</TABLE>
Option Exercises and Year End Values. The following table shows the options
which were outstanding for the Named Officers during the year ended December 31,
1998. No options were exercised by the Named Officers during the year ended
December 31, 1998.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END (#) AT FY-END ($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Jeffrey Dreben -0- $-0- 100,000/0 $50,000/0
Chairman, President and Chief Executive
Officer
Robert Nally -0- $-0- 100,000/0 $50,000/0
Chief Operating Officer and Chief
Technology Officer, Treasurer and
Secretary
</TABLE>
Director's Fees. The Company does not currently pay any additional fees to
the directors who are also officers of or consultants to the Company. Mr. Khouri
became a consultant to the Company in June 1997 and is paid $10,500 per month in
director and consulting fees. See "Certain Transactions and Relationships."
Robert Glazier, appointed a director in January 1998, is entitled to receive
$750 per Board of Directors meeting attended in person and $375 per telephonic
board meeting in which he participates.
6
<PAGE> 9
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Transactions with CVF, Inc. Pursuant to a stock purchase agreement dated
February 5, 1997, the Company repurchased 601,932 Shares from CVF, Inc. for an
aggregate purchase price of $10.00. The shareholders of CVF, Inc. at that time
included Messrs. Dreben and Nally, current directors and nominees for directors
of the Company. Also on February 5, 1997, the Company issued options to purchase
an aggregate of 601,932 Shares for $.05 per Share to Messrs. Dreben, Nally and a
former director. The transactions of February 5, 1997 were structured to be a
like-kind exchange with no effect on earnings. On May 30, 1997, these options
were exercised.
Service Agreement with D and N Consulting Corporation. The Company entered
into a Service Agreement dated February 10, 1997 with D and N Consulting
Corporation ("D and N"), identical to the agreement the Company formerly had
with CVF, Inc., the predecessor to D and N. The terms of the agreement provide
for D and N to deliver a variety of administrative, managerial and clerical
services to the Company and for the Company to pay D and N a service fee based
on an annual budget prepared by D and N and approved by the Board of Directors
of the Company. No fees have been charged under this agreement to date. Messrs.
Dreben and Nally are each officers and 50% shareholders of D and N.
Consulting Arrangement with Mr. Khouri. Pursuant to an Independent
Consultant Agreement, for the months of April and May 1997, Mr. Khouri, a
director of the Company, provided the Company with consulting services, as well
as services as a director, in exchange for which Mr. Khouri received consulting
fees of $750 per day and director fees of $1,000 per month. Effective June 1,
1997 the Company reached a new agreement with Mr. Khouri pursuant to which Mr.
Khouri provides the Company with consulting services and reports directly to the
President of the Company in exchange for which Mr. Khouri receives $10,500 per
month and no additional fees as a director for a one-year term which is
renewable if mutually agreed to by the parties. This consulting agreement may be
terminated by either party upon 90 days notice of the intent to so terminate.
Upon termination, Mr. Khouri will resign as a director. Through the first year,
Mr. Khouri automatically received options to purchase 45,000 Shares, one quarter
of which (options to purchase 11,250 Shares) vested every three-month period
effective June 1, 1997 and all of such options have an exercise price of $5.00
per Share. All of these options have now vested.
Consulting Arrangement with Mr. Nally. The Company has an oral
understanding with Mr. Nally, a director and an officer of the Company, pursuant
to which Mr. Nally provides the Company with certain consulting services,
particularly with respect to technology management, in exchange for which Mr.
Nally receives compensation as determined by the Board of Directors. The parties
intend to execute a written agreement to the same effect. In 1998, Mr. Nally
received $198,000 for his services as a consultant to the Company.
Transaction with RDM Corporation. In December 1997, the Company purchased
1,428,572 special warrants in RDM Corporation for a total purchase price of
$659,400 (US). The special warrants were exercised in June 1998 and were
exchanged for 1,428,572 common shares (approximately 16% of the outstanding
shares) of RDM. In March and April 1998, the Company purchased 69,500 common
shares of RDM in the open market at an aggregate purchase price of approximately
$64,500 (Cdn). In September 1998, the Company purchased 270,000 common shares
and a warrant to purchase an additional 270,000 common shares of RDM for an
aggregate purchase price of $310,500 (Cdn), such warrant having an exercise
price of $1.15 or $1.32 (Cdn) per share depending on when exercised. RDM is a
Canadian corporation which develops and supplies technologies for check
processing and electronic commerce solutions. Mr. Nally, an officer, director
and nominee for director of the Company, has been Chairman of RDM since 1995 and
beneficially owns 1,735,874 common shares (approximately 19.5% of the
outstanding shares) of RDM.
7
<PAGE> 10
PROPOSAL NO. 2
OTHER MATTERS
So far as management of the Company is aware, no matters other than those
outlined in this Proxy Statement will be presented at the Meeting for action on
the part of the stockholders. If any other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote thereon the Shares to which the proxy relates in accordance with their
best judgment.
INDEPENDENT ACCOUNTANTS
Ernst & Young LLP, has audited the financial statements of the Company
since 1997. A representative of Ernst & Young LLP is expected to be present at
the Meeting and will have an opportunity to make a statement, if he so desires,
and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
A stockholder desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 2000 Annual Meeting must deliver a proposal so it is
received at the Company's offices no later than the close of business on
February 1, 2000 in order to be considered for inclusion in the Company's proxy
materials for the 2000 Annual Meeting of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Robert Nally
Secretary
Lewiston, New York
June 30, 1999
8
<PAGE> 11
CVF TECHNOLOGIES CORPORATION PROXY
916 Center Street
Lewiston, New York 14092
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey Dreben and Robert Nally, and each or
either of them, proxies for the undersigned, with full power of substitution, to
vote all shares of common stock, $0.001 par value per share ("Shares") of CVF
Technologies Corporation (the "Company") which the undersigned would be entitled
to vote at the ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY (THE "MEETING") TO
BE HELD AT THE BUFFALO MARRIOTT HOTEL, 1340 MILLERSPORT HIGHWAY, AMHERST, NEW
YORK ON JULY 22, 1999, AT 2:00 P.M., NEW YORK TIME, and directs that the Shares
represented by this Proxy shall be voted as indicated below:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through his name in the list
below:
Jeffrey Dreben; Robert Glazier; Robert Nally; and George Khouri.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSAL 1. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1 ABOVE AND WILL BE
VOTED IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO ANY MATTER
REFERRED TO IN 2 ABOVE. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING
THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
Dated: , 1999
PLEASE SIGN EXACTLY AS NAME(S) APPEAR
ON STOCK CERTIFICATE(S). A corporation
is requested to sign its name by its
President or other authorized officer,
with the office held so designated. A
partnership should sign in the
partnership name by an authorized
person. Executors, administrators,
trustees, guardians and corporate
officers are requested to indicate the
capacity in which they are signing.
JOINT TENANTS SHOULD BOTH SIGN.
--------------------------------------
--------------------------------------
(Signature of Stockholder(s))
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
