<PAGE> 1
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 Under Rule 14a-12.
PRT GROUP INC.
- --------------------------------------------------------------------------------
(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)(1) and
O-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 O-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:
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[ ] Fee paid previously with written preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
[PRT Logo]
Dan S. Woodward
President and
Chief Executive Officer
April 7, 2000
Dear PRT Stockholder:
On behalf of your Board of directors and your management, I cordially
invite you to attend the 2000 Annual Meeting of Stockholders of PRT Group Inc.
The meeting will be held on Thursday, May 11, 2000 at 9:00 a.m. local time, at
The Goodwin Hotel, One Haynes Street, Hartford, Connecticut 06103.
Enclosed are the Notice of Meeting and Proxy Statement relating to the
annual meeting, along with the 1999 Annual Report to Stockholders on Form 10-K.
Information regarding the matters to be voted upon at the meeting is set forth
in the Notice of Meeting and Proxy Statement.
Your vote is important to us. Whether or not you plan to attend the
meeting, please complete and return the attached proxy card in the enclosed
envelope. Please note that your completed proxy will not prevent you from
attending the meeting and voting in person should you so choose.
We look forward to seeing you at the meeting.
Sincerely,
/s/ DAN S. WOODWARD
--------------------------------------
Dan S. Woodward
<PAGE> 3
[PRT Logo]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
To the Stockholders of
PRT Group Inc.:
The Annual Meeting of Stockholders of PRT Group Inc. ("PRT" or the
"Company") will be held at The Goodwin Hotel, One Haynes Street, Hartford,
Connecticut 06103 on May 11, 2000 at 9:00 a.m. local time, for the following
purposes:
1. To elect three (3) directors for a three-year term as described in
the accompanying proxy materials;
2. To ratify the appointment of Ernst & Young LLP as auditors to audit
the accounts of the Company for 2000; and
3. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record at the close of business on March 10, 2000 are
entitled to vote at the meeting. A complete list of those stockholders will be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours at the principal executive offices of
PRT Group Inc., 80 Lamberton Avenue, Windsor, CT 06095, for a period of 10 days
prior to the meeting.
Your attention is directed to the accompanying Proxy Statement and proxy.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING
IN THE UNITED STATES.
By order of the Board of Directors
/s/ RICHARD L. ROSENFELD
--------------------------------------
Richard L. Rosenfeld
Secretary
April 7, 2000
<PAGE> 4
[PRT Logo]
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
The enclosed proxy is solicited by the Board of Directors of PRT Group Inc.
("PRT" or the "Company") to be voted at the annual meeting of stockholders to be
held on May 11, 2000, or any adjournments thereof (the "Annual Meeting"). A
stockholder returning a proxy may revoke it at any time prior to the voting at
the Annual Meeting. A proxy returned by a stockholder which is not subsequently
revoked will be voted in accordance with the instructions indicated thereon. If
no instructions are indicated on a returned and duly executed proxy, the shares
represented by the proxy will be voted FOR the election of the three nominees
for director proposed by the Board of Directors and set forth herein, FOR the
ratification of the appointment of Ernst & Young LLP as the independent public
accountants of PRT for 2000, and in accordance with the judgment of the persons
named in the proxy as to such other matters as may properly come before the
Annual Meeting.
Only stockholders of record at the close of business on March 10, 2000 are
entitled to notice of and to vote at the Annual Meeting. As of March 10, 2000,
there were 18,355,005 shares of PRT common stock, par value $.001 per share
("Common Stock"), outstanding and entitled to vote at the Annual Meeting, each
such share entitled to cast one vote. The holders of a majority of the shares
outstanding and entitled to vote, present in person or represented by proxy,
will constitute a quorum for the transaction of business at the Annual Meeting.
With the exception of the election of directors which requires a plurality of
the votes cast, the affirmative vote of a majority of the votes cast at the
meeting is required for each item set forth in the Notice of Annual Meeting.
Abstentions and broker non-votes are counted for purposes of determining whether
a quorum is present at the meeting. For the purpose of determining whether a
proposal (except for the election of directors) has received a majority vote,
abstentions will be included in the vote totals with the result that an
abstention will have the same effect as a negative vote. In instances where
brokers are prohibited from exercising discretionary authority for beneficial
owners who have not returned a proxy (broker non-votes), those shares will not
be included in the vote totals and, therefore, will have no effect on the vote.
The cost of soliciting proxies will be borne by PRT. In addition to
solicitation by mail, employees of PRT, without extra remuneration, may solicit
proxies in person or by telephone. ChaseMellon Shareholder Services, L.L.C. has
been retained by PRT to assist in the solicitation of proxies for a fee of
$3,500 plus reimbursement of expenses. PRT may also reimburse brokerage firms,
nominees, custodians and fiduciaries for their out-of-pocket expenses for
forwarding proxy materials to beneficial owners and seeking instruction with
respect thereto.
This Proxy Statement and the enclosed form of proxy are being mailed on or
about March 24, 2000 to stockholders entitled to notice of, and to vote at, the
Annual Meeting. The mailing address of PRT's principal executive offices is 80
Lamberton Avenue, Windsor, CT 06095.
ELECTION OF DIRECTORS
PRT's Certificate of Incorporation provides for three classes of directors
to be as nearly equal in number as possible, with each class serving a three
year term and with one class being elected each year. Currently, the Board of
Directors is comprised of nine members. The three Class II directors whose terms
expire at the 2000 Annual Meeting are Robert D. Forlenza, Craig D. Goldman and
Irwin J. Sitkin. The Board of Directors has nominated Messrs. Forlenza, and
Sitkin for re-election as Class II directors. Director Goldman has notified the
Board of Directors that he shall not seek re-election. The Board of Directors
has nominated Dan S. Woodward, President and CEO, to fill the vacancy left by
Mr. Goldman's resignation. The terms of these directors, if elected, will expire
at the Annual Meeting of Stockholders in 2003, or at such times as their
<PAGE> 5
successors are elected and qualified. Other directors will continue in office
until the expiration of the terms of their classes at the 2001 or 2002 Annual
Meeting of Stockholders, as the case may be.
In the event that any of the nominees for director should become
unavailable for nomination or election, the persons designated as proxies will
have full discretion to cast votes for another person designated by the Board of
Directors, unless the Board of Directors reduces the number of directors. If
properly executed and timely returned, the accompanying proxy will be voted FOR
the election of the three nominees set forth below.
Certain information as of March 10, 2000 with respect to the nominees for
directors and as to each current director in the classes continuing in office is
shown below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES FOR DIRECTOR.
NOMINEES FOR DIRECTORS FOR THREE-YEAR TERM EXPIRING IN 2003
Robert. Forlenza, 43
Robert P. Forlenza has been a Director of PRT since November 1996. Mr.
Forlenza currently serves as a director of Art Technology Group, Inc. (ARTG).
Since 1995, Mr. Forlenza has also served as Vice President of Tudor Investment
Corporation and Managing Director of the Tudor Private Equity Group. Prior to
joining Tudor, Mr. Forlenza was a Vice President at Carlisle Capital Corporation
from 1989 to 1994. Mr. Forlenza graduated from Harvard University Graduate
School of Business Administration in 1982 with an M.B.A. and from Washington and
Lee University in 1978 with a B.S. in Business Administration and Accounting.
Irwin J. Sitkin, 69
Irwin J. Sitkin has been a Director of PRT since July 1990. In 1989 he
retired as Vice President, Corporate Administration of Aetna Life and Casualty
after thirty-five years with the company. Since retiring, Mr. Sitkin has been a
consultant to, among others, Unisys, Memorex Telex Corporation, Amdahl
Corporation, Digital Equipment Corporation, IBM and Northern Telcom Inc. Mr.
Sitkin is an honorary trustee of the Computer Museum, University of Hartford's
Ward College of Technology and the Northern Middlesex County (CT) YMCA and an
active member of the Society for Information Management (SIM). Mr. Sitkin
graduated from Cornell University in 1952 with a B.S. in Economics.
Dan S. Woodward, 39
Mr. Woodward is President and Chief Executive Officer of PRT Group Inc. Mr.
Woodward came to PRT in May, 1999 from Electronic Data Systems (EDS), where his
last position was President of the Strategic Telecom Division, with
responsibility for EDS' global business relationships with clients such as AT&T,
BellAtlantic, GTE, TCI and Western Union. Prior to that, he served as Vice
President, Managed Network Solutions in the Communications Industry Group,
leading the strategy and market development teams for the EDS/BellSouth managed
network solutions marketing alliance. Prior to joining EDS in August 1997, Mr.
Woodward served in a variety of executive and management roles at IBM Technology
Service Solutions (TSS). Mr. Woodward was a winner of IBM's "National Branch of
the Year" award for two consecutive years. In 1993, he was appointed General
Manager of IBM's Network Solutions, creating the client/server consulting and
professional services unit of TSS which grew from a start-up under Mr.
Woodward's command to an $80 million new service-line for IBM in two years. In
1995, Mr. Woodward was named Vice President and Area General Manager, leading
all business lines for TSS in the southwestern U.S.
2
<PAGE> 6
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS I
TERM EXPIRING IN 2001
Douglas K. Mellinger, 35
Douglas K. Mellinger is the non-executive Chairman of PRT. Mr. Mellinger
founded PRT Corp. of America, PRT's predecessor, in 1989 and was CEO since
inception until June 1999. Currently, Mr. Mellinger is the Chairman/CEO of Zeno
Ventures, an Internet venture catalyst firm. Prior to starting PRT, Mr.
Mellinger was the National and International Director of the Association of
Collegiate Entrepreneurs. Mr. Mellinger is the Chairman of the National
Commission on Entrepreneurship in Washington, D.C. and on the Advisory Board for
the London Business School. Mr. Mellinger is the past International President of
the Young Entrepreneurs' Organization and a member of the Young Presidents'
Organization.
Jack L. Rivkin, 59
Jack L. Rivkin has been an Executive Vice President of Citigroup
Investments, a member of Citigroup, since October 1995. He was Vice Chairman and
Director of Global Research at Smith Barney from March 1993 to October 1995.
Prior to joining the Travelers organization in 1993, Mr. Rivkin was Director of
the Equities Division and Director of Research of Lehman Brothers from 1987 to
1992. From 1984 to 1987, Mr. Rivkin was President of PaineWebber Capital, Inc.,
the merchant banking arm of PaineWebber Group, and Chairman of Mitchell Hutchins
Asset Management. He has held various senior management positions in the
securities and investment management industries since 1973. He is a director of
a number of private venture companies in which Citigroup Investments has an
investment. He is an adjunct professor at Columbia University Graduate School of
Business.
Isaac Shapiro, 69
Isaac Shapiro has been a Director of PRT since July 1991 and is a member of
Skadden, Arps, Slate, Meagher & Flom LLP. He is also an Adjunct Professor of Law
and Director of Russian Legal Studies at Columbia Law School. Mr. Shapiro has
been with Skadden, Arps since April 1986. Mr. Shapiro is also a director of The
Bank of Tokyo-Mitsubishi Trust Company and a Trustee of the Bank of
Tokyo-Mitsubishi Foundation. From 1956 to 1957, Mr. Shapiro was a Fulbright
Scholar at the Institute of Comparative Law, the University of Paris.
CLASS III
TERM EXPIRING IN 2003
Esther Dyson, 48
Esther Dyson has been a Director of PRT since September 1997. Ms. Dyson is
Chairman and co-owner of EDventure Holdings Inc., a company focused on worldwide
information technology. She has been Chairman of EDventure since 1983. Ms. Dyson
is the editor of Release 1.0, a technology industry publication published by
EDventure, and is the author of the book "Release 2.0: A Design for Living in
the Digital Age". Ms. Dyson is a director of Thinking Tools, Inc., Graphisoft,
languageware.net, Scala Business Solutions, WPP Group, Uproar.com and Medscape.
Ms. Dyson graduated from Harvard University in 1972 with an A.B. in Economics.
Michael Enthoven, 48
Michael Enthoven has been a director of PRT since July 1997. Mr. Enthoven
retired from J.P. Morgan & Co. in June 1998. Prior to that time, he had served
as the Chairman of J.P. Morgan's Plan Sponsor Group and as J.P. Morgan's Head of
Global Technology and Operations from November 1992 to May 1997 and as Chairman
of J.P. Morgan's Operating Risk Committee from July 1995 to May 1997. From June
1991 to November 1992, he served as co-head of J.P. Morgan's Global Markets
Group. Mr. Enthoven graduated from Leyden University in The Netherlands in 1974
with a degree in Law and served in the Dutch Navy.
3
<PAGE> 7
Mr. Enthoven is a trustee of the North American Electric Reliability Council,
Mount Sinai NYU Health, and Pggm Pension Fund. He is a director of NIB Capital
Bank N.V., and Commercial Materials LLC.
Ronald Weinberg
Ronald E. Weinberg has served as Co-Chairman of the Board of Directors of
Hawk Corporation since May 1999, and Treasurer and Director since March 1989.
Prior to his appointment as Co-Chairman, he served as Chairman of the Executive
Committee. Mr. Weinberg also served as Vice Chairman of the Board of the Company
since 1989. Mr. Weinberg has over 28 years of experience in the ownership and
management of operating companies, including businesses in manufacturing,
publishing and retailing. Since December 1997, Mr. Weinberg has been the
Chairman of the Board and Chief Executive Officer of New Channel Communications
Corp., a company specializing in direct marketing and the providing of computer
software solutions. Mr. Weinberg was approved by the Board of Directors in July
1999 to fill the director vacancy created by the resignation of Gregory S.
Mellinger.
OWNERSHIP OF PRT COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of PRT common stock as of March 10, 2000 by each director and nominee
for director, the executive officers named in the Summary Compensation table
below and by all directors and executive officers as a group. Except as set
forth below, each of the individuals listed below has sole voting and investment
power over such shares and is the owner of less than one percent of the
outstanding shares of PRT common stock. The business address of each director
and executive officer is: c/o PRT Group Inc., 80 Lamberton Avenue, Windsor, CT
06095.
Director and Executive Officer PRT Common Stock Ownership
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED(1) OF CLASS(1)
- ------------------- ------------ -----------
<S> <C> <C>
Dan S. Woodward............................................. 710,000 3.9
Stephen Michaelson(2)....................................... 326,000 1.8
Rocco Mitarotonda(3)........................................ 70,000 *
Richard Rosenfeld(4)........................................ 70,300 *
Douglas K. Mellinger(5)..................................... 1,997,040 10.8
Esther Dyson(6)............................................. 32,500 *
Michael Enthoven(7)......................................... 41,333 *
Robert P. Forlenza.......................................... 20,000 *
Craig D. Goldman(8)......................................... 69,637 *
Jack L. Rivkin.............................................. 0 *
Isaac Shapiro(9)............................................ 274,230 1.5
Irwin J. Sitkin(10)......................................... 49,100 *
Ronald E. Weinberg.......................................... 89,000 *
Stuart Baronofsky(11)....................................... 40,000 *
Srinivasan Viswanathan(12).................................. 0 *
Directors and executive officers of PRT as a group 13
persons(13)............................................... 3,743,140 20.3
</TABLE>
- ---------------
* less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of PRT common stock
subject to options or warrants currently exercisable, or exercisable within
60 days of the date hereof, are deemed outstanding for computing the
percentage of the person holding such options or warrants but are not
deemed outstanding for computing the percentage of any other person.
(2) Includes 1,333 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.
(3) Includes 9,666 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.
4
<PAGE> 8
(4) Includes 6,666 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.
(5) Includes 41,333 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.
(6) Includes 10,833 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.
(7) Includes 833 shares subject to options currently exercisable or exercisable
within 60 days of the date hereof. Also includes 16,333 shares of common
stock held by the Enthoven Foundation over which Mr. Enthoven has voting
and investment power.
(8) Includes 6,333 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.
(9) Includes 6,833 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof. Also includes 15,230 shares
held by Mr. Shapiro's wife, for which Mr. Shapiro disclaims beneficial
ownership.
(10) Includes 3,000 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof. Also includes 5,000 shares
held by the Sitkin Family Foundation, for which Mr. Sitkin disclaims
beneficial ownership.
(11) Mr. Baronofsky resigned his employment with the Company as of October 1,
1999.
(12) Mr. Viswanathan resigned his employment with the Company as of October 30,
1999.
(13) Of the total number of shares beneficially owned by the Directors and
Executive Officers, 1,404,000 are subject to stock options.
The following table sets forth certain information regarding the beneficial
ownership of PRT common stock as of March 10, 2000 by each person or group known
to PRT to beneficially own more than 5% of the outstanding common stock.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED(1) OF CLASS(1)
- ------------------- ------------ -----------
<S> <C> <C>
Douglas K. Mellinger(2)..................................... 1,997,040 10.8
260 Sycamore Terrace
Stamford, CT 06902
Paul L. Mellinger........................................... 2,044,980 11.1
209 33rd Street
Manhattan Beach, CA 90760
Gregory S. Mellinger(3)..................................... 2,009,980 10.9
172 Route 101, Unit #9
Bedford, NH 03110-5416
State of Wisconsin Investment Board......................... 1,305,000 7.1
P.O. Box 7842
Madison, IW 53707
Rho Management Partners L.P. ............................... 1,209,270 6.6
124 Dune Road
Quogue, New York 11959
</TABLE>
- ---------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of PRT common stock
subject to options or warrants currently exercisable, or exercisable within
60 days of the date hereof, are deemed outstanding for computing the
percentage of the person holding such options or warrants but are not deemed
outstanding for computing the percentage of any other person.
5
<PAGE> 9
(2) Includes 41,333 shares subject to options exercisable or exercisable within
60 days of the date hereof.
(3) Includes 33,749 shares subject to options currently exercisable or
exercisable with 60 days of the date hereof.
MEETINGS AND CERTAIN COMMITTEES OF THE BOARD
The Board of Directors held 6 meetings in 1999. Attendance at such meetings
averaged approximately 76%. All directors, except for Directors Dyson, Enthoven
and Goldman, attended at least 75% of the meetings of the Board of Directors and
Board committees of which they are members. The following sets forth the
committees of the Board of Directors.
Audit Committee. The Audit Committee is responsible for reviewing with
PRT's management the financial controls and accounting, audit and reporting
activities of the company. The Audit Committee reviews the qualifications of the
PRT's independent auditors, makes recommendations to the Board of Directors
regarding the selection of independent auditors, reviews the scope, fees and
results of any audit and reviews non-audit services provided by the independent
auditors. The members of the Audit Committee are Michael Enthoven, Robert P.
Forlenza and Isaac Shapiro, all of whom are independent directors.
During 1999, the Audit Committee met 1 time.
Compensation Committee. The Compensation Committee is responsible for the
administration of all salary, bonus and incentive compensation plans for the
officers and key employees of the Company. The Compensation Committee also
administers the Company's Amended and Restated 1996 Stock Option Plan (the
"Stock Option Plan"). The members of the Compensation Committee are Craig D.
Goldman, Jack L. Rivkin and Irwin J. Sitkin, all of whom are independent
directors.
During 1999, the Compensation Committee met 3 times.
DIRECTOR COMPENSATION
Directors are not entitled to fees for serving on the Board of Directors or
committees thereof. All directors, however, are reimbursed for travel expenses
incurred in connection with attending board and committee meetings. In addition,
under the terms of the Stock Option Plan, prior to December 1999, directors who
are not executive officers of the Company were automatically granted annually
options to purchase up to 3,000 shares of PRT common stock. In December 1999,
the Board of Directors approved an increase in the number of options granted to
Directors to 20,000 options. Director Jack Rivkin waived his right to such
option grants.
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee"),
which is comprised entirely of non-employee directors, is responsible for the
establishment and administration of the compensation programs for PRT's
executive officers, including the Chief Executive Officer. The Committee met 3
times in 1999 to address items related to the compensation and benefits of PRT's
executive officers.
COMPENSATION PHILOSOPHY
The Committee has adopted a compensation philosophy based on the premise
that executives should receive competitive compensation determined by reference
to both PRT's performance and the individual's contribution to that performance.
Compensation plans and programs are intended by the Committee to motivate and
reward executives for long-term strategic management and the enhancement of
stockholder value, support a performance-oriented environment that rewards
achievement of internal business goals, and attract and retain executives whose
abilities are critical to the long-term success and competitiveness of PRT.
6
<PAGE> 10
PRT's programs are designed to provide executives with a competitive
earnings opportunity, with earnings linked to the short-term and long-term
performance of PRT. The Committee has developed executive compensation
principles to provide guidance in the design and operation of the senior
management compensation plans and in the review of executive performance. PRT's
executive compensation program consists of three key elements: (a) base salary;
(b) short-term incentives, i.e., annual bonus; and (c) long-term incentives,
i.e., stock options.
Competitiveness. Total compensation for senior managers is targeted to
produce pay consistent with PRT's performance compared against a group of direct
competitors and selected major corporations of comparable size and scope of
operations.
Performance Contingency. The design of the total compensation package
reflects a bias toward variable pay that matches pay to the achievement of
short-term and long-term performance objectives. For the named officers and
senior executives, the variable portion of the pay program ranges from 50% -
100% of total target pay.
The Committee based Mr. Woodward's compensation on the Company's need to
recruit an experienced executive with a proven record of success in the
information technology services industry. Accordingly, the Committee offered Mr.
Woodward a substantial sign-on bonus and competitive annual salary. In order to
properly incent Mr. Woodward to increase shareholder value, the Committee
granted Mr. Woodward a substantial number of stock options.
Accountability to Stakeholders. Performance measures used in PRT's
incentive programs support value creation for our three key stakeholders:
shareholders, customers, and employees.
Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation to the Chief Executive Officer and the four other
most highly compensated officers in excess of $1 million per year, provided,
however, that certain "performance-based" compensation may be excluded from such
$1 million limitation. While none of the Chief Executive Officer or the four
other most highly compensated officers of the Company earned in excess of $1
million in fiscal year 1999, the Committee intends to structure future annual
cash bonus awards and stock option grants under the Stock Option Plan in a
manner designed to make such awards "performance-based" compensation to the
extent practicable.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Craig D. Goldman, Jack L. Rivkin
and Irwin J. Sitkin, none of whom are employees or current or former officers of
PRT.
The following graph compares the cumulative total stockholder return on PRT
common stock, including reinvestment of dividends since the date of the
Company's initial public offering in November 1997 through December 31, 1999,
with the cumulative total return of the Russell 2000 index and a peer group
index assuming an investment of $100 dollars since November 1997.
THE FOLLOWING GRAPH IS PRESENTED IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION REQUIREMENTS. STOCKHOLDERS ARE CAUTIONED AGAINST DRAWING ANY
CONCLUSIONS FROM THE DATA CONTAINED THEREIN, AS PAST RESULTS ARE NOT NECESSARILY
INDICATIVE OF FUTURE PERFORMANCE. THIS GRAPH IN NO WAY REFLECTS PRT's FORECAST
OF FUTURE FINANCIAL PERFORMANCE.
7
<PAGE> 11
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE PUBLICLY TRADED
DIVIDEND REINVESTED TOTAL RETURN
PERFORMANCE GRAPH
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
COMPANY/INDEX NAME NOVEMBER 20, 1997 DECEMBER 31, 1998 DECEMBER 31, 1999
- -----------------------------------------------------------------------------------------------------------------
PRT Group $100 $ 23 $ 17
Peer Index $100 $136 $172
Russell 2000 Index $100 $ 97 $116
</TABLE>
Notwithstanding anything to the contrary set forth in any of PRT's filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that might incorporate future filings by
reference, including this Proxy Statement, in whole or in part, the foregoing
Report of the Compensation Committee and Performance Graph shall not be
incorporated by reference into any such filings.
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth information with
respect to the compensation paid by PRT during each of the three years ended
December 31, 1999, 1998 and 1997 to (i) each individual who served as Chief
Executive Officer during the fiscal year ended December 31, 1999, (ii) each of
the other executive officers of PRT whose total salary and bonus exceeded
$100,000 during 1999 and who were serving as executive officers as of December
31, 1999, and (iii) two other individuals who served as executive officers
during 1999 and whose salary and bonus exceeded $100,000 during 1999:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------ NUMBER OF
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#) ($)(2)
- --------------------------- ---- --------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Dan S. Woodward(1)............ 1999 195,000 350,000 0 710,000 14,213
President & Chief Executive
Officer
Stephen Michaelson(2)......... 1999 171,667 0 0 326,000 93,410
Chief Operating Officer & 1998 130,000 39,000 0 0 0
Executive Vice President of 1997 53,077 0 0 0 0
Operations
Richard Rosenfeld(3).......... 1999 124,153 0 0 70,000 8,756
General Counsel & Secretary 1998 54,034 0 0 0 3,600
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------ NUMBER OF
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#) ($)(2)
- --------------------------- ---- --------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Rocco Mitarotonda(4).......... 1999 118,131 0 0 70,000 6,345
Chief Financial Officer & 1998 82,500 9,000 0 0 0
Treasurer 1997 55,417 0 0 0 0
Douglas K. Mellinger(5)....... 1999 245,000 0 0 0 65,618
Non-Executive Chairman 1998 238,748 0 0 32,000 2,000
1997 192,000 0 0 0 0
Srinivasan Viswanathan(6)..... 1999 271,572 0 0 0 0
President, PRT Barbados 1998 160,267 52,800 0 35,000 2,000
1997 131,104 0 0 0 0
Stuart Baronofsky(7).......... 1999 181,250 77,500 0 40,000 0
</TABLE>
- ---------------
(1) Mr. Woodward's employment began in May 1999. The bonus was paid at the start
of Mr. Woodward's employment with the Company. The other compensation amount
includes cost of Company provided automobile, housing, personal travel and
meals allowance.
(2) This amount includes personal travel, housing, car allowance and meal
allowance.
(3) Mr. Rosenfeld's employment began in July 1998. The other compensation amount
includes compensation paid to Mr. Rosenfeld for surrender of 3,000
restricted stock units, granted as a condition of employment and an
automobile allowance.
(4) This amount includes payment of unused vacation time.
(5) Mr. Mellinger resigned his position as CEO on June 30, 1999 and remains on
the Company's payroll on in-active status until October 1, 2000. The other
compensation amount includes loan forgiveness, payment of legal fees, and an
automobile and personal travel allowance.
(6) Mr. Viswanathan resigned his employment with the Company on October 30,
1999. This amount includes severance payments made to Mr. Viswanathan in
lieu of salary guaranteed under his employment agreement.
(7) Mr. Baronofsky resigned his employment with the Company on October 1, 1999.
The other compensation amount includes payment of guaranteed sales
commissions agreed to under Mr. Baronofsky's severance agreement with the
Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning the grant of stock
options to each of the named executive officers during the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE OR APPLICATION
UNDERLYING EMPLOYEES BASE FOR OPTION TERM
OPTIONS/GRANTED IN FISCAL PRICE EXPIRATION ------------------------
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
- ---- --------------- ---------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Dan S. Woodward.............. 460,000 16.2 2.44 2009 868,037 2,046,358
250,000 8.8 2.19 2009 537,277 1,255,352
Stephen Michaelson........... 100,000 3.5 2.19 2009 137,571 348,631
200,000 7.0 2.38 2009 298,725 757,028
6,000 * 3.63 2009 13,678 34,664
</TABLE>
9
<PAGE> 13
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE OR APPLICATION
UNDERLYING EMPLOYEES BASE FOR OPTION TERM
OPTIONS/GRANTED IN FISCAL PRICE EXPIRATION ------------------------
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
- ---- --------------- ---------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard Rosenfeld............ 40,000 1.5 2.19 2009 55,028 139,452
10,000 * 3.63 2009 22,797 57,773
Rocco Mitarotonda............ 41,500 1.4 2.19 2009 57,092 144,682
10,000 * 3.63 2009 22,797 57,773
Douglas K. Mellinger......... 0 0
Srinivasan Viswanathan....... 0 0
Stuart Baronofsky............ 35,000 1.2 3.63 2009 79,791 202,206
85,000 3.0 2.19 2009 116,935 296,336
</TABLE>
- ---------------
* less than 1%
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning the exercise of stock
options during the last fiscal year by each of the named executive officers and
year-end values of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED(1) AT FISCAL YEAR END(#) FISCAL YEAR-END($)(1)
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ----------- ------------------------------ -------------------------
<S> <C> <C> <C> <C>
Dan S. Woodward........... 0 0 0/710,000 0/0
Stephen Michaelson........ 0 0 1,333/318,667 0/0
Richard Rosenfeld......... 0 0 6,667/63,334 0/0
Rocco Mitarotonda......... 0 0 9,667/60,334 0/0
Douglas K. Mellinger...... 0 0 27,750/18,000 0/0
Srinivasan Viswanathan.... 0 0 0/0 0/0
Stuart Baronofsky......... 0 0 0/0 0/0
</TABLE>
- ---------------
(1) Based on the difference between the exercise price of the options and the
fair-market value of the PRT common stock on December 31, 1999 ($2.1875)
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
On June 30, 1999, PRT announced that Douglas K. Mellinger, Chairman and
Chief Executive Officer of PRT(i) resigned his positions as Chairman of the
Board of Directors (the "Board") and Chief Executive Officer of the Company, and
all other offices of the Company and its affiliates, and (ii) was appointed to
the newly created position of Non-Executive Chairman of the Board. Douglas
Mellinger continues to serve as a director of the Company. The Company further
announced that Gregory S. Mellinger, former Chief Operating Officer and current
President of PRT's Professional Services Group business unit resigned his
positions as an officer and director of PRT, and all other offices of PRT and
its affiliates. Each of Douglas Mellinger and Gregory Mellinger will remain
employees of PRT to consult with the senior management of PRT until October 1,
2000.
Under agreements entered into on June 30, 1999 with PRT, until October 1,
2000 Douglas Mellinger and Gregory Mellinger shall receive continued payment of
their salary in effect at the time of their resignation from the Company and are
entitled during the salary continuation period to (i) participate in the
Company's 401(k) plan and receive a $1,500 per month automobile allowance. As
part of the agreement with Messrs. Mellinger, the Company paid $25,000 of their
combined legal fees and forgave $14,700 of outstanding
10
<PAGE> 14
loans due from each former officer. No other employee benefits are available to
Douglas Mellinger and Gregory Mellinger.
Also on June 30, 1999, PRT entered into a Nomination Agreement with Douglas
Mellinger, Gregory Mellinger and certain members of the Mellinger family,
pursuant to which the Mellinger family will have certain rights to nominate up
to three persons acceptable to the Board for appointment and election to the
Board, which shall include Douglas Mellinger and initially Ronald Weinberg.
These nomination rights will diminish to two and one nomination as the aggregate
holdings of the Mellinger family decrease, and such rights will terminate at the
earlier to occur of (i) such time as the Mellinger family collectively holds
less than 10% of the outstanding common stock of PRT, and (ii) June 30, 2005,
unless the Nomination Agreement is earlier terminated at any time at the option
of the Mellinger family. In addition, pursuant to the Nomination Agreement, for
so long as the Mellinger family shall have the above described nomination
rights, the Mellinger family has agreed to vote for the slate of directors
nominated by PRT. The Nomination Agreement also contains certain preemptive
rights.
Mr. Baronofsky's date of termination from the Company was October 1, 1999.
Under the terms of his separation agreement, the Company agreed to pay him 9
months of salary equaling the sum of $150,000 and his quarterly sales commission
draw totaling $40,000. The Company agreed to continue medical health insurance
through June 30, 2000 and provided accelerated vesting for 40,000 of Mr.
Baronofsky's stock options as of October 1, 1999. Mr. Baronofsky agreed not to
sell or otherwise transfer beneficial ownership of the stock subject to these
options before eighteen (18) months from his termination date or March 30, 2001.
Mr. Viswanathan's employment terminated on October 30, 1999. The Company
agreed to pay him $110,000 as severance by December 31, 1999. In addition, the
Company forgave the repayment of Mr. Viswanathan's promissory note in the sum of
$46,002 plus interest. The Company agreed to continue his medical health
insurance through December 1999. The Company agreed that all granted, but
unvested, stock options shall vest as of his termination date.
The Company entered into an employment agreement with Dan S. Woodward
("Woodward Agreement"). The Woodward Agreement has a term of 3 years commencing
on May 17, 1999. Under the agreement Mr. Woodward shall serve as President and
Chief Executive Officer, earning a base salary of $318,000, with a target bonus
opportunity of 100% of the base salary under the annual incentive award plan
determined by the Compensation Committee. For 1999, Mr. Woodward was guaranteed
a $150,000 performance bonus. The Company agreed to pay Mr. Woodward a sign-on
bonus in the aggregate sum (net of all payroll taxes) of $200,000 in cash within
three business days of the start of Mr. Woodward's employment with the Company
and an additional sign on bonus of the cash equivalent of 40,000 shares of the
Company's stock measured as of the date he joined the Company, such additional
sign on bonus to be paid on or before January 15, 2000. In addition, the Company
awarded Mr. Woodward 710,000 stock options and agreed to pay over the term of
the Woodward Agreement up to a total of $125,000 as reimbursement for all
reasonable and documented costs associated with his relocating his residence,
traveling to and from his residence, local housing, automobile costs and other
costs directly related to his relocation, housing or travel.
If Mr. Woodward's employment is terminated without cause (as defined in the
Woodward Agreement) PRT shall continue to pay Mr. Woodward (i) the annual base
salary at the date of termination for the greater of one (1) year or remainder
of the term and (ii) any earned Performance Bonus prorated as of the date of
termination. PRT shall also continue to pay employee benefits, including
relocation allowance and vacation time, for the greater of one (1) year or the
remainder of the term.
If Mr. Woodward is terminated without cause on or before July 29, 2000 and
the total value to Mr. Woodward of the stock options granted at the commencement
of his employment and any additional stock options granted to Mr. Woodward are
less than $1,000,000, then PRT shall be liable to pay Mr. Woodward the
difference between $1,000,000 and the total value of all options held by Mr.
Woodward. For purposes of this section the value of Mr. Woodward's options shall
be determined, as of the effective date of Mr. Woodward's termination without
cause, by multiplying the number of Mr. Woodward's vested stock options times,
the sum of the market price of the PRT's common stock less the grant price of
all vested
11
<PAGE> 15
options. This payment shall be made to Mr. Woodward in 12 equal monthly
installments, less any applicable taxes, unless otherwise agreed in writing by
the parties.
Employment Agreements of additional officers of PRT are described below.
Under their respective Employment Agreements, Mr. Stephen Michaelson will serve
as Chief Operating Officer, Vice President, and Executive Vice President of
Operations, earning a base salary of $220,000; Mr. Jack Mullinax will serve as
Vice President and EVP of Human Resources, earning a base salary of $150,000,
Ms. Kay Kienast will serve as Vice President and SVP of Marketing & Strategy,
earning a base salary of $200,000, Rocco Mitarotonda will serve as Chief
Financial Officer, Treasurer and SVP of Finance, earning a base salary of
$150,000 and Mr. Richard Rosenfeld will serve as General Counsel, Secretary, and
SVP of Finance earning a base salary of $150,000, in each case with future
raises and other compensation to be determined by the Board of Director's
Compensation Committee. The above mentioned officers of the Company (the
"Officers") each have a 2 year term, commencing August 1, 1999, under their
respective employment agreements. The Officers were awarded the following stock
options upon entering into their employment agreements: Michaelson 100,000;
Mullinax 70,000; Mitarotonda 41,500; and, Rosenfeld 40,000. Mr. Michaelson
subsequently received 200,000 options in December 1999.
If an Officer's employment is terminated, without cause (as defined in the
applicable employment agreements) during the term, then such Officer will be
entitled to receive one (1) year salary continuation of base salary and any
performance bonus pro-rated to the date of termination. In addition all options
of such Officer shall vest upon a termination without cause.
Under the terms of the above employment agreements, the Officers will
participate in a performance-based incentive compensation program developed by
the Compensation Committee, with performance goals based on, among other
factors, the financial growth of PRT, and on a basis no less favorable than the
program provides for other executives.
CERTAIN TRANSACTIONS
Mr. Isaac Shapiro, a director of PRT, is a partner of the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden, Arps"). PRT retained
Skadden, Arps to provide various legal services to the Company during 1999; the
amount paid to Skadden, Arps for such services did not exceed 5% of Skadden,
Arps gross revenues for fiscal year 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PRT's directors, executive officers and beneficial owners of more than 10%
of its common stock are required under the Exchange Act to file with the
Securities and Exchange Commission (the "SEC") and the Nasdaq National Market
reports of ownership and changes in ownership in their holdings of PRT common
stock. Copies of these reports must also be furnished to PRT. For Douglas K.
Mellinger, a Form 5 covering Mr. Mellinger's December 1999 gifting of 18,284
shares of PRT stock (worth roughly $20,000) to his wife and children was filed
in February 2000 due to the Company receiving notification of the gifts in
January 2000. For the remainder of PRT Directors (excluding Mr. Mellinger and
Mr. Rivkin), Form 5's were filed in February 2000 to reflect the grant of 20,000
stock options to each Director in December 1999. Due to delays in receiving
signed stock option agreements, the Company filed Form 5's in February 2000 to
reflect these December 1999 option grants.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Ernst & Young LLP as PRT's independent public accountants for the year
ending December 31, 1999. Although not required to do so, the Board of Directors
is submitting the appointment of that firm for ratification at the Annual
Meeting. Ernst & Young LLP has been PRT's auditors since July, 1997. If the
appointment is not approved, the Board of Directors will reconsider its
appointment. A representative of Ernst & Young LLP is
12
<PAGE> 16
expected to be present at the Annual Meeting, will be available to respond to
questions and will have the opportunity to make a statement, should he or she so
desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR 2000.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Under the rules of the SEC, the date by which proposals of stockholders
intended to be presented at the 2001 Annual Meeting of Stockholders must be
received by PRT for inclusion in its Proxy Statement and form of proxy relating
to that meeting is December 1, 2001. Proposals may be mailed to PRT Group Inc.,
Secretary, 7 Skyline Drive, Hawthorne, New York 10532.
PRT's By-laws provide for certain procedures which a stockholder must
follow to nominate persons for election as directors or to introduce an item of
business at an annual meeting of stockholders. Generally, these procedures
provide that stockholders desiring to make nominations for directors and/or
bring a proper subject of business before the meeting must do so by a written
notice timely received (not less than 60 days nor more than 90 days before the
anniversary date of the immediately preceding annual meeting of stockholders) by
the Secretary of PRT including the name and address of the stockholder and of
any other stockholders known by such stockholder to be in favor of the proposal.
If the notice relates to a nomination for director, it must also set forth the
name, age, principal occupation and business and residence address of any
nominee(s), the number of shares of PRT common stock beneficially owned by the
nominee(s), and such other information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to the proxy rules
of the SEC (including the written consent of each nominee). Notice of an item of
business shall include a description of the proposed business and the reason for
conducting the proposed business at the annual meeting. For the 2001 Annual
Meeting of Stockholders, such notices must be received by the Secretary of PRT
no later than March 12, 2001 but not prior to February 12, 2001. Any stockholder
proposal or nomination determined by the presiding officer of the annual meeting
to not have been made in accordance with the foregoing requirements shall not be
acted upon at the meeting. Copies of PRT's Bylaws are available from the
Secretary of PRT.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters which will be presented for consideration at the Annual Meeting other
than the proposals set forth in this Proxy Statement. However, if any other
matter calling for a vote of stockholders is properly presented at the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote in accordance with their best judgment on such matters.
A COPY OF PRT's ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE SENT TO ANY STOCKHOLDER WITHOUT
CHARGE UPON WRITTEN REQUEST TO PRT GROUP INC., 7 SKYLINE DRIVE, HAWTHORNE, NEW
YORK 10532, ATTENTION: RICHARD L. ROSENFELD, CORPORATE SECRETARY. THE ANNUAL
REPORT ON FORM 10-K IS ALSO AVAILABLE ELECTRONICALLY ON PRT's INTERNET WEB SITE
AT HTTP://WWW.PRT.COM.
By order of the Board of Directors,
/s/ RICHARD L. ROSENFELD
--------------------------------------
Richard L. Rosenfeld
Secretary
April 7, 2000
13
<PAGE> 17
PROXY
PROXY/VOTING INSTRUCTION CARD
This Proxy is solicated on behalf of the Board of Directors of PRT Group Inc.
for the Annual Meeting of Stockholders on May 11, 2000. The undersigned
hereby authorizes Rocco Mitarotonda and Richard Rosenfeld, and each or any of
them with power to appoint his substitute, to vote as Proxy for the undersigned
at the Annual Meeting of Stockholders to be held at The Goodwin Hotel, One
Haynes Street, Hartford, Connecticut 06103 on May 11, 2000 at 9:00 AM, or any
adjournment or postponement thereof, the mumber of shares which the undersigned
would be entitled to vote if personally present. The poxies shall vote subject
to the directions indicated on the reverse side of this card and proxies are
authorized to vote in their discretion upon such other business as may properly
come before the meeting and any adjournments or postonements thereof. The
process will vote as the Board of Directors recomends where the udnersigned
does not specify a choice.
- -------------------------------------------------------------------------------
DETACH PROXY CARD HERE
CAUTION PLEASE DO NOT FOLD, STAPLE, OR TEAR THIS CARD
<PAGE> 18
VOTES MUST
BE INDICATED
(X) IN BLACK
OR BLUE INK. [X]
1. Election of Directors FOR WITHHELD EXCEPTIONS*
The Board of Directors recommends a vote "FOR" [ ] [ ] [ ]
the nominees listed below:
(Nominees: Robert P. Forlenza, Irwin J. Sitkin and Dan S. Woodward)
*Exceptions: ______________________________________________________________
To vote your shares for all director nominees mark the "For" box on Item 1. To
withhold your votes for all nominees, mark the "Withheld" BOX. If you do not
wish your shares voted for a particular nominee, mark the "Exceptions" box and
enter the name(s) of the exceptions(s) in the space provided. Such a mark will
be deemed a vote "FOR" a nominee other than these listed as exceptions.
2. Ratification of the appointment of accountants. FOR AGAINST ABSTAIN
The Board of Directors recommends a vote "FOR" [ ] [ ] [ ]
the ratification of accountants.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
Check here if you: -plan to attend the Annual Meeting [ ]
-want to stop receiving more than one [ ]
Annual Report at this address
-have a change of address on this card [ ]
(indicate address change below)
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature(s) ____________________________________ Date ________________, 2000
Please sign name exactly as it appears on this card. Joint owners should each
sign. Attorneys, trustees, executors, administrators, custodians, guardians or
corporate officers should give full title.
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
