WARWICK VALLEY TELEPHONE COMPANY
47 Main Street
Warwick, New York 10990
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NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Warwick
Valley Telephone Company will be held at 2:00 p.m. on Friday, April 28, 2000, at
the Company's office at 47 Main Street, Warwick, New York, for the following
purposes:
I. To fix the number of Directors at ten until the next Annual Meeting
and to elect four Directors in Class I;
II. To approve the selection of auditors for the year ending December 31,
2000; and
III. To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.
The holders of the Common Stock of the Company of record at the close of
business on March 31,2000 will be entitled to vote on each of the above matters.
By the order of the Board of Directors
BARBARA BARBER, Secretary
April 7, 2000
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IMPORTANT
You are cordially invited to attend the meeting in person.
Even if you plan to be present, you are urged to SIGN, DATE, AND MAIL the
enclosed proxy promptly.
If you attend the meeting, you can vote either in person or by your proxy. All
shares represented by valid proxies received prior to the meeting, pursuant to
this solicitation, and not revoked before they are exercised, will be voted.
<PAGE>
PROXY STATEMENT
Annual Meeting of Shareholders
Warwick Valley Telephone Company
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April 7, 2000
This statement is furnished in connection with a solicitation of proxies by
the Board of Directors of Warwick Valley Telephone Company (the 'Company'), 47
Main Street, Warwick, New York 10990, to be used at the Annual Meeting of
Shareholders of the Company to be held at 2:00 p.m. on Friday, April 28, 2000,
at its offices at 47 Main Street, Warwick, New York, and at any adjournment
thereof, for the purposes set forth in the foregoing notice of meeting. Properly
executed proxies received in time for the meeting will be voted in the manner
set forth herein unless specifically otherwise directed by the shareholder, in
which case they will be voted as directed. If the enclosed form of proxy is
executed and returned, it may nevertheless be revoked at any time by delivering
notice of revocation or a duly executed proxy bearing a later date to the
Secretary of the Company before the proxy is voted.
At the close of business on March 31, 2000, the Company had outstanding
1,818,110 shares of Common Stock, without par value (the 'Common Stock'), and
the then holders of record thereof will be entitled to one vote for each share
so held by them on each of the matters to be considered at the meeting or any
adjournment thereof.
Pursuant to the Company's By-Laws, the election of any director requires an
affirmative vote of a plurality and all other matters submitted require a
majority of the votes of the Company's Common Stock represented at the Annual
Meeting in person or by proxy and entitled to vote and voting on that proposal.
Votes cast by proxy or in person at the Annual Meeting will be counted by the
persons appointed by the Company to act as tellers for the meeting. The tellers
will treat shares represented by proxies that reflect abstentions as shares that
are present and entitled to vote for purposes of determining the presence of
quorum. The tellers will treat 'broker non-votes' (i.e., shares held by brokers
or nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote and with respect to which broker or nominee
does not have discretionary power to vote on a particular matter) as if the
broker never voted.
The Annual Report to Shareholders for the fiscal year ended December 31,
1999, including financial statements, was mailed together with this Proxy
Statement to all shareholders. Such report is not a part of the proxy soliciting
material. The Company will furnish without charge to any of its shareholders,
upon such shareholder's written request, a copy of the Company's Annual Report
to the Securities and Exchange Commission on Form 10-K, including the financial
statements and financial statement schedules, but without the other exhibits
attached thereto. Requests for such copies should be directed to: Barbara
Barber, Warwick Valley Telephone Company, 47 Main Street, Warwick, New York
10990.
The Company will bear the cost of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by officers, directors and
regular employees of the Company personally, by telephone or telegraph. The
approximate date on which this proxy statement and accompanying form of proxy
are first being sent to shareholders is April 7, 2000.
<PAGE>
I. ELECTION OF DIRECTORS
The Company's By-Laws provide that the Board of Directors of the Company
shall be divided into three classes of at least three Directors each. Such
classes are designated 'Class I', 'Class II' and 'Class III'. The Directors in
each Class are elected in alternating years for three-year terms. At this Annual
Meeting, the number of Directors will be fixed at ten until the next Annual
Meeting, and four Directors will be elected to Class I for terms which will last
until the 2003 Annual Meeting of Shareholders (and until their respective
successors shall have been elected and qualified). The increase in the Board
size from nine to ten allows the Company to retain the current Board members,
while also permitting the Company's new president, M. Lynn Pike to serve on the
Board.
It is the intention of the persons named in the enclosed form of proxy to
vote each proxy for the election of each of the nominees named below unless such
authority is withheld:
CLASS I
Howard Conklin, Jr.
Robert J. DeValentino
Henry L. Nielsen, Jr.
M. Lynn Pike
All of the foregoing nominees are presently serving as Directors of the
Company, and their terms as such expire upon the election of Directors at this
Annual Meeting, except Mr. M. Lynn Pike, who has been nominated by the Board to
fill the new seat on the Board created by increasing the number of Directors
from nine to ten.
If any of the nominees shall be unable to serve, the proxy may be voted
with the discretionary authority for a substitute chosen by the Board of
Directors. The Company has no reason to believe that any nominee will be unable
to serve.
<PAGE>
Information About Directors and Nominees for Election as Director
Name, Age and Other Position, Period Served as Director and
if any, with the Company Past Business Experience
- ---------------------------- -----------------------------
Nominees for Class I
(Term will expire in 2003)
Howard Conklin, Jr., 72......................Chairman of the Board since
Chairman of the Board 1988; Chairman of the Board of
Conklin & Strong, Inc., a
retail lumber and building
materials company located in
Warwick, N.Y., from prior to
1995 until 1998.
Robert J. DeValentino, 56....................Executive Director of the Horton
Healthcare Foundation since
1998; District Manager for
Citizens Telecommunications in
Middletown, N.Y., from prior to
1995 until 1998.
Henry L. Nielsen, Jr., 72....................Vice Chairman of the Board
Vice Chairman of the Board since 1992; President of
Nielsen Construction Company,
Inc.,a heavy construction and
earth-moving company located
in Warwick, N.Y., since before
1995.
M. Lynn Pike, 53.............................President of the Company since
President January 2000; General Manager
of Geneseo Telephone Company
and Chief Operating Officer of
Illinois PCS in Geneseo, Ill.,
from 1996 until January 2000;
Managing Director for United
Telecom International in
Budapest, Hungary prior to
1996.
Directors Whose Terms Have Not Expired
(Elected in 1998 and 1999)
Wisner H. Buckbee, 63........................Director since 1991 (Class II:
current term expires in 2001);
President of Wisner Farms, Inc.,
an operating dairy farm, since
before 1995.
Joseph E. DeLuca, M.D., 49...................Director since 1993 (Class II:
current term expires in 2001);
Physician, Vernon Urgent Care
Center, Vernon, N.J., since 1995.
Philip S. Demarest, 63.......................Director since 1964 (Class III:
current term expires in 2002);
retired since 1998; Vice
President, Secretary and
Treasurer of the Company from
prior to 1995 until 1998,
Secretary and Director of
Warwick Valley Mobile Telephone
Company, Inc.,Warwick Valley Long
Distance Company, Inc. and
Warwick Valley Networks Inc. and
Hometown Online, Inc., from
prior to 1995 until 1998.
<PAGE>
Herbert Gareiss, Jr.,54......................Director since 1998 (Class
Vice President III: current term expires in
2002);Assistant Secretary and
Assistant Treasurer of the
Company since 1980 until 1990;
Vice President since 1990;
Vice President and Director of
Warwick Valley Mobile Telephone
Company, Inc.,Warwick Valley
Long Distance Company, Inc.,
Warwick Valley Networks,Inc.,
and Hometown Online, Inc.,
since before 1995.
Corinna S. Lewis, 61......................... Director since 1994;(Class III:
current term expires in 2002)
retired public relations
consultant.
Fred M. Knipp, 69..............................Director since 1989 (Class II:
President current term expires in 2001);
President from 1988 until
retiring in January 2000;
President and Director of
Warwick Valley Mobile
Telephone Company,Inc., Warwick
Valley Long Distance Company,
Inc., Warwick Valley Networks,
Inc., and Hometown Online,
Inc., from prior to 1995 until
January 2000.
The Board of Directors and Board Committees
The Board of Directors held twelve regular meetings in 1999. The Company
has standing Audit, Officers' Compensation, and Nominating Committees of the
Board of Directors. Each Director attended 75% or more of the combined total of
meetings of the Board of Directors and the Committees on which he served in
1999.
The Audit Committee held one meeting in 1999. Director Demarest is Chairman
of the Committee and Directors Buckbee, Conklin, DeLuca, DeValentino, Lewis and
Nielsen are members. The Audit Committee's duties and responsibilities include
recommending to the Board the engagement of the independent auditors,approving
the plan and scope of the audit and the fee before the audit begins and,
following the audit, reviewing the results and the independent auditors'comments
on the Company's system of internal accounting controls with the independent
auditors. The Committee also advises the Board as to the implementation of
recommendations which have been made pursuant to suggestions of the independent
auditors.
In carrying out these functions, the Audit Committee represents the Board
in discharging its responsibility of oversight, but the existence of the
Committee does not alter the traditional roles and responsibilities of the
Company's management and the independent auditors with respect to the accounting
and control functions and financial statement presentation.
<PAGE>
The Officers' Compensation Committee held one meeting in 1999. Director
Buckbee is Chairman of the Committee and Directors Conklin, DeLuca, Demarest,
DeValentino, Lewis and Nielsen are members. The Committee makes specific salary
recommendations to the Board concerning officers of the Company and reviews
salaries of other management personnel.
The Nominating Committee held one meeting in 1999. Director DeLuca is
Chairman and Directors Buckbee and Knipp are members. The Nominating Committee
recommends to the Board the names of Directors to be recommended for election or
re-election by the shareholders at the Annual Meeting. The Nominating Committee
is not precluded from considering written recommendations for nominees from
shareholders. For the 2001 Annual Meeting, such recommendations, together with a
description of the proposed nominee's qualifications and other relevant
biographical information, are to be sent to the Secretary of the Company not
later than December 18, 2000.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership information as of
March 31,2000 regarding each Director, nominee for Director and officer and all
Directors, nominees and officers as a group, with respect to each class of the
Company's outstanding equity securities. Holders of shares of the Company's 5%
Series Preferred Shares, $100 par value (5% Preferred), are not entitled to vote
those shares at the Annual Meeting for which this Proxy statement has been
prepared.
Amount and Nature
Name of of Beneficial Percent
Title of Class Beneficial Owner Ownership (Shares) of Class
- -------------- ---------------- ------------------ --------
Common Stock Barbara Barber 6,064 0.33%
Common Stock Wisner H. Buckbee 6,114 0.34%
5% Preferred Wisner H. Buckbee 20 0.40%
Common Stock Howard Conklin, Jr. 9,720 (1) 0.53%
Common Stock Joseph E. DeLuca 1,700 (1) 0.09%
Common Stock Philip S. Demarest 9,606 0.53%
5% Preferred Philip S. Demarest 10 0.20%
Common Stock Robert J. DeValentino 500 0.03%
Common Stock Herbert Gareiss, Jr. 14,624 (1), (2),(3) 0.80%
Common Stock Bonnie Jackowitz 4,688 0.26%
Common Stock Fred M. Knipp 15,077 (1) 0.83%
5% Preferred Fred M. Knipp 85 1.70%
Common Stock Corinna S. Lewis 2,408 0.13%
5% Preferred Corinna S. Lewis 15 0.30%
Common Stock Dorinda M. Masker 1,224 (1), (2) 0.07%
Common Stock Henry L. Nielsen, Jr. 300 0.02%
Common Stock M. Lynn Pike 100 0.01%
Common Stock Brenda A. Schadt 6,077 0.33%
5% Preferred Brenda A. Schadt 5 0.10%
Common Stock Colleen Shannon 2,197 0.12%
5% Preferred Colleen Shannon 2 0.04%
Common Stock Robert A. Sieczek 3,394 (3) 0.19%
All Directors, nominees for Director and officers as a group:
Total Common Stock.......83,793 4.61% of the class
Total 5% Preferred..........137 2.74% of the class
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(1) Includes shares held by spouse.
(2) Includes shares held in trust for children.
(3) Includes shares which may be voted pursuant to power of attorney.
<PAGE>
As of March 31, 2000, the only holders of more than 5% of the Company's
Common Stock known to the Company were Mr. Earl V. Barry, Warwick, New York
10990, who holds 120,340 shares (6.62%) and Orange County Trust Company, 75
North Street, Middletown, New York 10940, which holds 129,660 shares (7.13%) as
trustee or custodian. The Trust Company has sole power to vote and dispose of
all 129,660 shares.
Executive Compensation
The following table sets forth all compensation paid by the Company during
the last three fiscal years to each executive officer.
Summary Compensation Table
Name and Other Annual
Principal Position Year Salary($)* Compensation**
- ------------------ ---- ---------- --------------
Fred M. Knipp ................. 1999 $222,018.99 $21,603.44
President and Director 1998 $202,365.08 $21,424.28
1997 $182,653.67 $19,932.55
Herbert Gareiss, Jr. .......... 1999 $133,576.70 $11,850.14
Vice President and Director 1998 $128,096.30 $ 7,526.74
1997 $115,115.38 $ 6,093.63
Larry Drake ................... 1999 $136,538.40 $10,755.12
Vice President 1998 $ 47,500.00 $ 1,989.87
(Hired on August 24, 1998)
- ----------
* Includes one week's salary as annual bonus for the years 1999, 1998 and 1997.
** Directors' fees, where applicable, Company match of 401K contributions and
Company-paid life insurance premiums.
No other officers or employees received compensation during 1999 which exceeded
$100,000.
Directors of the Company receive $450, and the Chairman receives $675, for each
regular or special meeting of the Board which they attend. Directors who are not
employees of the Company also receive $225 for each committee meeting.
<PAGE>
REPORT OF OFFICERS' COMPENSATION COMMITTEE
April 7, 1999
COMPENSATION PHILOSOPHY AND POLICY
We believe that a compensation program should offer performance-based
compensation to the Company's employees and reward employees whose results
enable the Company to achieve its vision. The executive compensation program is
designed to measure and enhance executive performance.
The Company 's executive compensation program has two components:
-- Base Salary
-- Annual Bonus
These components are designed to provide incentives and motivate key
executives whose efforts and job performance will enhance the strategic
well-being of the Company and maximize value to its shareholders. The program is
also structured to attract and retain the highest caliber executives.
The executive compensation program compensates the individual executive
officers based on the Company's consolidated performance and the individual's
contribution. The program is designed to be competitive with compensation
programs offered by comparable employers.
Public information concerning salaries paid by companies in the
telecommunications and related industries is used to determine what a comparable
firm would consider an appropriate performance-based compensation package for
its executives.
BASE SALARY
The salaries of the executive officers, including Mr. Knipp, were
determined based on the executive's performance and an analysis of base salaries
paid executive officers having similar responsibilities in other companies. The
level of Mr. Knipp's base salary was also based upon a subjective assessment of
his individual performance and responsibilities as well as overall corporate
performance as measured by actual earnings per share, cash flow and growth of
the business. The performance of other executive officers is measured similarly,
but the criteria used to determine their compensation is based more on their
individual responsibilities. No relative weights are attributed to any specific
measurement factors.
ANNUAL BONUS
The Company's annual bonus plan is designed to reward all Company employees
on the basis of consolidated corporate results during the past year. Employees
including officers may be entitled to a cash bonus of up to one week's salary
based on the change in consolidated corporate earnings for the current year as
compared to the immediate previous year.
Dr. Joseph E. DeLuca Corinna S. Lewis,Chairperson
Earl V. Barry Robert J. DeValentino
Wisner H. Buckbee Henry L. Nielsen, Jr.
Howard Conklin, Jr. Philip S. Demarest
<PAGE>
PERFORMANCE GRAPH
This graph shows, as a percentage, the Company's cumulative total
shareholder return, assuming reinvestment of dividends, against the
Russell 2000, a widely regarded stock GRAPH GOES
market index representing 2000 small cap
companies whose average market capitalization HERE
is $255 million. A variety of factors may
be used in order to assess a corporation's
performance. This Performance Graph,
which reflects the Company's total return
against the Russell 2000, reflects
one such method. For the period from
January 1, 1995 through December 31, 1997
the shareholder return values for the Company
included in the graph are based on a valuation
prepared annually for the Company by an
independent appraisal firm in connection with
the Company's 401K Plans including the Savings
Plan for Management Employees discussed later
in this proxy statement. The values for year end
1998 and 1999 was established by using the NASDAQ
closing price on the last day in December on which
the Company's common stock traded, which was
December 16, 1998 and December 29, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The members of the Officers' Compensation Committee at the end of the
last completed fiscal year were Mr. Buckbee, Mr. Conklin, Dr. DeLuca, Mr.
Demarest, Mr. DeValentino, Mrs. Lewis and Mr. Nielsen. (Mr.Barry retired from
the Board in April 1999.) None of these persons were, during 1999, an officer
or employee of the Company or any of its subsidiaries. Mr. Demarest is a
former officer and employee of the Company, having retired in 1998.
The full Board of Directors accepted the recommendation of the Officers'
Compensation Committee concerning all officers' compensation. Mr. Knipp and Mr.
Gareiss are Directors of the Company and, during 1999 participated in those
deliberations of the Company's Board of Directors in which the Board accepted
the Officers' Compensation Committee's recommendations concerning executive
officer compensation. Mr. Knipp and Mr. Gareiss are not members of the Officers'
Compensation Committee. No executive officer of the Company has, during 1999 or
previously, served as a director or member of the compensation committee of any
other entity that has an executive officer who serves or has served either as a
member of the Officers' Compensation Committee or as a member of the Board of
Directors of the Company.
The Company's management retirement plan (the "Plan") covers all management
employees over the age of 21 who have completed one year of eligible service.
The Plan benefits are fully vested after five years of service. Normal
retirement under the plan is at age 60. An employee's accumulated monthly
retirement benefit equals either: (1) 2-1/2% times years of service times
average monthly earnings (maximum benefit not to exceed the lesser of 25% of
average monthly earnings on a monthly basis or $10,800 annually); or (2) 1%
times years of service times average monthly earnings. Retirement benefits for
employees hired prior to December 1, 1985 are determined by using the
calculation that results in the highest amount. Retirement benefits for
employees hired on or after December 1, 1985 are calculated by using the second
method. Fred M. Knipp has been credited with 15 years of benefit service (15%),
in addition to the 1% per year of
<PAGE>
employment (11/2 years) provided by the Plan. Nineteen years of benefit services
are currently credited to Herbert Gareiss, Jr., and thirty-seven years of
benefit service are currently credited to Brenda A. Schadt. Average monthly
earnings equal the highest average earnings per month during any three
consecutive twelve-month periods within the last ten twelve-month periods
immediately preceding retirement. The Plan does not provide for any deductions
for social security benefits received.
Annual benefits payable at age 60 to Plan participants are illustrated in
the following table:
Average Annual Salary
During Highest Paid
Period of Three Annual Retirement Benefits
Consecutive Years Years of Benefit Service
- ---------------------- -------------------------------------------------------
5 10 15 20 30
------ ------ ------ ------ ------
$ 110,000 ........... 5,500 11,000 16,500 22,000 33,000
$ 130,000 ........... 6,500 13,000 19,500 26,000 39,000
$ 150,000 ........... 7,500 15,000 22,500 30,000 45,000
$ 170,000 ........... 8,500 17,000 25,500 34,000 51,000
$ 190,000 ........... 9,500 19,000 28,500 38,000 57,000
$ 210,000 ........... 10,500 21,000 31,500 42,000 63,000
$ 230,000 ........... 11,500 23,000 34,500 46,000 69,000
$ 250,000 ........... 12,500 25,000 37,500 50,000 75,000
The additional 15% credited to Mr. Knipp, as reported above in this section,
would result in a benefit of $53,622 per year, based on an average compensation
of $202,346, rather than the amount determined from the above table ($23,270).
The Company's Savings Plan for Management Employees (the "Savings Plan")
covers all active management employees of the Company. Eligible employees are
permitted to make contributions of up to 15% of their total compensation before
taxes, up to a statutory maximum ($10,500 in 2000), to a choice of predefined
funds maintained by the trustee of the Savings Plan. Eligible employees may
apply accumulated contributions towards the purchase of shares of the Company's
common stock. The common stock is acquired in brokerage transactions at the
market price as of the transaction date. The Company has agreed to make matching
contributions of one dollar for every dollar contributed by a management
employee, up to a maximum Company contribution of 8% (7% in 1999) of total
compensation. Participants are fully vested in the Company's contributions to
their Savings Plan accounts immediately. The trustee of the Plan is the Charles
Schwab Trust Company.
CERTAIN TRANSACTIONS WITH DIRECTORS
During 1998 and 1999, the Company paid a total of $221,880.00 and
$225,031.00, respectively, to John W. Sanford & Son, Inc., of which Corinna S.
Lewis, a Director of the Company, is a director and shareholder. These amounts
were paid as premiums on property, liability and workers' compensation insurance
policies maintained by the Company. The management of the Company believes that
the transactions with John W. Sanford & Son, Inc. are on terms as favorable as
those available from unaffiliated third parties.
<PAGE>
II. APPROVAL OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Bush & Germain as independent public accountants for the
Company for the year 2000. Shareholder approval of this appointment is
requested. In the event a majority of the votes cast are against approval, the
Board of Directors will reconsider the appointment. A representative of Bush &
Germain is not expected to attend the Annual Meeting.
III. OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors knows of no other matters which are likely to be
brought before the Annual Meeting. However, if any other matter should properly
come before this Annual Meeting it is the intention of the persons named in the
enclosed proxy to vote in accordance with their judgment on such matter.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with the regulations of the Securities and
Exchange Commission. If a shareholder intends to present a proposal at next
year's Annual Meeting of Shareholders, the proposal must be received by the
Secretary of the Company (at 47 Main Street, Warwick, New York 10990) not later
than December 18, 2000 in order to be included in the Company's proxy statement
and form of proxy relating to that Meeting. Under the rules of the Securities
and Exchange Commission, shareholders submitting such proposals are required to
have held shares of the Company's Common Stock amounting to at least $2,000 in
market value or one percent of the Common Stock outstanding for at least one
year prior to the date on which such proposals are submitted. Futhermore, such
shareholders must continue to own at least that amount of the Company's Common
Stock through the date on which the Annual Meeting is held.
Rule 14a-4 of the Securities and Exchange Commission's proxy rules allows
a company to exercise discretionary voting authority to vote on matters coming
before an annual meeting of shareholders if the company does not have notice of
the matter at least 45 days before the date corresponding to the date on which
the company first mailed its proxy materials for the prior year's annual meeting
of shareholders or the date specified by an advance notice provision in the
company's by-laws. The By-Laws of Warwick Valley Telephone Company do not
contain an advance notice provision. The date by which shareholders must have
submitted their proposals for the Company's 2001 Annual Meeting of Shareholders
for purposes of Rule 14a-4 is March 2, 2001.
<PAGE>
WARWICK VALLEY TELEPHONE COMPANY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Barbara Barber and Colleen Shannon, or
either of them, with full power of substitution, attorneys, agents and proxies
to vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Warwick Valley Telephone Company to be held on Friday, April 28,2000 at 2:00
p.m. or at any adjournment thereof:
I. FIXING NUMBER OF DIRECTORS AT TEN until next Annual Meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board of Directors recommends a vote FOR this resolution.
II. ELECTION OF DIRECTORS
FOR [ ] all nominees listed below WITHHOLD AUTHORITY [ ] to vote for
(except as marked to the all nominees
contrary below) listed below
HOWARD CONKLIN, JR. ROBERT J. DEVALENTINO HENRY L. NIELSEN JR. M. LYNN PIKE
The Board of Directors recommends a vote FOR this resolution.
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list above.
III. PROPOSAL TO APPROVE THE APPOINTMENT
OF BUSH AND GERMAIN as the FOR [ ] AGAINST [ ] ABSTAIN [ ]
independent public accountants of the Company.
The Board of Directors recommends a vote FOR this resolution.
IV. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR as respects all items.
WITNESS my hand this................................. day of
......................................................, 2000
(please date)
...........................................................
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
