<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
PawnMart, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
-------------------------------------------------------------
<PAGE> 2
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------
<PAGE> 3
PAWNMART, INC.
301 COMMERCE STREET, SUITE 3600
FORT WORTH, TEXAS 76102
May 14, 1998
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Meeting") of PawnMart, Inc. (the "Corporation") to be held on Friday,
June 12, 1998, at 9:00 a.m., local time, at the City Club, 301 Commerce Street,
Fort Worth, Texas.
The attached Notice of Annual Meeting and Proxy Statement fully
describes the formal business to be conducted at the Meeting.
Directors and officers of the Corporation, as well as a representative
of the Corporation's independent auditors, will be present at the Annual
Meeting to respond to any questions you may have.
It is important that your shares be represented and voted at the
meeting. WHETHER OR NOT YOU PLAN TO ATTEND the Annual Meeting, please
COMPLETE, sign, date and PROMPTLY return the ACCOMPANYING proxy in the ENCLOSED
POSTAGE-PAID envelope. Returning the proxy does NOT deprive you of your right
to attend the Annual Meeting. If you decide to attend the Annual Meeting and
wish to change your proxy vote, you may do so automatically by voting in person
at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Corporation. We
look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ CARSON R. THOMPSON
------------------------------
Carson R. Thompson
Chief Executive Officer
Chairman of the Board
<PAGE> 4
PAWNMART, INC.
301 COMMERCE STREET, SUITE 3600
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 1998
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of PawnMart, Inc., a Delaware corporation (the
"Corporation"), will be held on Friday, June 12, 1998, at 9:00 a.m., local
time, at the City Club, 301 Commerce Street, Fort Worth, Texas for the
following purposes:
1. To elect three (3) Class I directors for terms expiring in
2001;
2. To consider and act upon a proposal to amend the PawnMart,
Inc. 1997 Employee Stock Option Plan to increase by 1,005,398
(from 494,602 to 1,500,000) the number of shares of common
stock, par value $.01 per share ("Common Stock"), of the
Corporation authorized for issuance thereunder;
3. To ratify the selection of KPMG Peat Marwick LLP as the
Corporation's independent auditors for fiscal year ending
January 30, 1999; and
4. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The transfer books will not be closed, but only stockholders of record
at the close of business on May 8, 1998, will be entitled to notice of, and to
vote at, the Annual Meeting or any adjournments thereof. A complete list of the
stockholders entitled to vote at the Annual Meeting shall be open to the
examination of any stockholder, for any purpose germane to the meeting, at the
offices of the Corporation during the ten days preceding the meeting and will
also be available for inspection at the Annual Meeting.
The enclosed proxy is solicited by the Board of Directors of the
Corporation. Reference is made to the accompanying proxy statement for further
information with respect to the business to be transacted at the Annual
Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR
NOT YOU EXPECT TO ATTEND, THE CORPORATION DESIRES TO HAVE MAXIMUM
REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU SIGN, DATE,
AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE POSTAGE PAID ENVELOPE PROVIDED. NO
ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A PROXY MAY BE
REVOKED BY A STOCKHOLDER AT ANY TIME PRIOR TO ITS USE AS SPECIFIED IN THE
ENCLOSED PROXY STATEMENT.
By Order of the Board of Directors,
/s/ CARSON R. THOMPSON
-----------------------------------------
Carson R. Thompson
Chief Executive Officer
Fort Worth, Texas Chairman of the Board
May 14, 1998
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE POSTAGE
PAID ENVELOPE PROVIDED.
<PAGE> 5
PAWNMART, INC.
301 COMMERCE STREET, SUITE 3600
FORT WORTH, TEXAS 76102
---------------------
PROXY STATEMENT
MAY 14, 1998
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of PawnMart,
Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), in
connection with the solicitation by the Corporation of proxies to be used in
voting at the Annual Meeting of Stockholders (together with any and all
adjournments thereof, the "Annual Meeting") to be held at 9:00 a.m., local
time, on Friday, June 12, 1998, at the City Club, 301 Commerce Street, Fort
Worth, Texas, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. This Proxy Statement, the foregoing notice, the
enclosed form of proxy and a copy of the Corporation's Annual Report to
Stockholders for the year ended January 31, 1998, are first being mailed to the
stockholders of the Corporation on or about May 14, 1998. THE ENCLOSED PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
VOTING RIGHTS AND SOLICITATION OF PROXIES
A person giving the enclosed proxy has the power to revoke it by
giving notice to the Secretary of the Corporation in person, or by written
notification actually received by the Secretary (including by delivery of a
later dated proxy card), at any time prior to its being exercised. You may also
revoke a previously given proxy by appearing and voting at the Annual Meeting.
Your appearance at the Annual Meeting will not, in and of itself, constitute a
revocation of any proxy previously given. Unless previously revoked, the shares
represented by the enclosed proxy will be voted in accordance with the
stockholder's directions if the proxy is duly executed and returned prior to
the Annual Meeting. If no directions are specified, the shares will be voted
FOR the election of the Class I director nominees recommended by the Board of
Directors, FOR the approval of the amendment to the PawnMart, Inc. 1997
Employee Stock Option Plan (the "Plan") to increase by 1,005,398 (from 494,602
to 1,500,000) the number of shares of common stock, par value $.01 per share
("Common Stock"), of the Corporation authorized for issuance thereunder (the
"Amendment to the Plan"), FOR the ratification of the selection of KPMG Peat
Marwick LLP as the Corporation's independent auditors for fiscal year ending
January 30, 1999, and in accordance with the discretion of the named
attorneys-in-fact on other matters properly brought before the Annual Meeting.
As of May 8, 1998, the Corporation had 7,209,445 shares of Common
Stock, par value $.01 per share ("Common Stock"), issued and outstanding. Each
share of Common Stock entitles the holder thereof to one vote. Only
stockholders of record at the close of business on May 8, 1998, will be
entitled to notice of, and to vote at, the Annual Meeting.
QUORUM REQUIRED
A quorum for the Meeting requires the presence in person or by proxy
of stockholders entitled to cast a majority of the votes entitled to be cast at
the Meeting. If a quorum is not present, the Meeting may be adjourned from time
to time without further notice, if the time and place of the adjourned meeting
are announced at the Meeting, until a quorum is obtained. Shares held by
stockholders present at the meeting in person who do not vote on a particular
matter, ballots marked "abstain" with respect to a matter and "broker nonvotes"
that cannot be voted on a matter will be counted as present at the Meeting for
quorum purposes, but will be deemed not to have been cast and will have no
legal effect on the vote with respect to any such matter.
<PAGE> 6
SOLICITATION OF PROXIES
The Corporation will bear the entire cost of solicitation, including
the preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy, and any additional soliciting material furnished to stockholders.
Copies of solicitation material will be furnished to brokerage houses,
fiduciaries, and custodians holding shares in their names that are beneficially
owned by others so that they may forward this solicitation material to such
beneficial owners. In addition, the Corporation may reimburse such persons for
their costs of forwarding the solicitation material to such beneficial owners.
The original solicitation of proxies by mail may be supplemented by
solicitation by telephone, telegram, or other means by directors, officers,
employees or agents of the Corporation. No additional compensation will be
paid to these individuals for any such service. The Corporation has also
retained Shareholder Communications Corporation ("SCC") to assist in the
solicitation of proxies. SCC will receive a fee or such service of
approximately $5,000 plus out-of-pocket expenses, which will be paid by the
Corporation. Except as described above, the Corporation does not presently
intend to solicit proxies other than by mail.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting for the election of three
Class I directors each of whom will serve for a three-year term expiring in
2001. The Corporation's nominating committee and the Board of Directors has
nominated the persons named below to stand for election as Class I directors at
the Annual Meeting. Two of the three persons nominated presently serve as a
Class I director of the Corporation. Also listed below are each of the Class II
and Class III directors whose terms will continue after the meeting. It is
intended that the attorneys-in-fact named in the proxy card will vote FOR the
election of the Class I director nominees listed below, unless instructions to
the contrary are given therein. These nominees have indicated that they are
able and willing to serve as directors. However, if some unexpected occurrence
should require the substitution of some other person or persons for any one or
more of the nominees, it is intended that the attorneys-in-fact will vote FOR
such substitute nominees as the Board of Directors may designate. All directors
elected at the Annual Meeting will hold office for their respective terms and
until their respective successors are elected and qualified.
CLASS I DIRECTOR NOMINEES -- TERMS EXPIRE 2001
Carson R. Thompson (Age 58) joined the Corporation in August 1996 as a
Director. In March 1997, he was named Chairman of the Board and Chief Executive
Officer of the Corporation. Prior to this, Mr. Thompson had served as
President, Chief Executive Officer and Chairman of The Bombay Company, Inc., a
specialty retailer of home furnishing products. Mr. Thompson joined Tandy
Corporation, Fort Worth, Texas in 1957, and held various management positions
before becoming President in 1981 of Tandy Brands, Inc., a spin-off of Tandy
Corporation and a manufacturer and specialty retailer of various products. From
1982 to 1991, Mr. Thompson was Chairman and Chief Executive Officer, from 1991
to 1996, he was Chairman, and from 1996 to 1997, he was President and Chief
Executive Officer of The Bombay Company. Mr. Thompson serves as a director of
the University of North Texas Health Science Center at Fort Worth, and the
Osteopathic Health Foundation, Inc., and is a member of the Board of Advisors
of the College of Business Administration at the University of Oklahoma.
Robert E. Camp (Age 55) joined the Corporation in July 1995 as a
Director. He founded and, from 1993 until the present, served as President of
Hero's Welcome, Inc., a privately held retail/mail order business. From 1982
until 1992, Mr. Camp was the founder and Chief Executive Officer of Simpson &
Fisher Companies, Inc., a specialty retailer of apparel and home furnishing
products. Mr. Camp is the former Chief Executive Officer of Fort Worth based
Pier 1 Imports, Inc., a specialty retailer of home furnishing products, having
been with that firm for 18 years.
J. Roger Williams (Age 48) joined the Corporation in April 1998 as a
Director. From 1974 to 1995, he served as President and Chief Executive
Officer of Jack Williams Automall, the multiple-line dealership founded by his
father, Jack Williams, in 1958. Currently, he serves as Chairman of the Board
and Chief Executive Officer of Roger Williams
2
<PAGE> 7
Automall in Weatherford, Texas, and Chairman of the Board of Vestry Financial
Corporation of Fort Worth, Texas. He also owns and operated Roger Williams
Ranches in Weatherford, Texas.
CLASS II DIRECTORS -- TERMS EXPIRE 1999
Robert D. Bourland, Jr. (Age 56) joined the Corporation in July 1994
as a Director and President. From 1985 until joining the Corporation, he served
as President of Cook's Nook, Inc., a specialty retailer of gourmet cookware.
From 1964 until that time, he served in various retail management positions
with the Radio Shack division of Tandy Corporation, including serving as Senior
Vice President -- Managing Director, Tandy U.K. and as Tandy's Divisional Vice
President responsible for 1,200 Radio Shack stores. Radio Shack is a specialty
retailer of consumer electronic products.
James E. Berk (Age 52) joined the Corporation in 1997 as a Director.
Presently, Mr. Berk is the Vice Chairman and Chief Executive Officer of APC,
Inc., a specialty retailer and wholesaler of auto parts. Mr. Berk founded and,
from 1993 to 1997, served as the President, Chief Executive Officer and
Chairman of the Board for Teach & Play Smart, Inc., a privately held specialty
retail chain of children's educational products. Prior to that time, he served
as President and Chief Executive Officer of Bizmart, Inc., a chain of office
products superstores, and President and Chief Operating Officer of The
Wholesale Club, a chain of discount retail stores, and served in various other
companies in management capacities.
CLASS III DIRECTORS -- TERMS EXPIRE 2000
Mark E. Kane (Age 43) joined the Corporation in September 1997 as
Director. Presently, he is President and Chief Executive Officer of Compact
Discs International, LLC, an international affiliate of CD Warehouse Inc. that
owns the worldwide development rights for the CD Warehouse Inc. franchise
concept. Mr. Kane founded and, from 1992 to 1997, served as President and Chief
Executive Officer of CD Warehouse Inc., a publicly traded national franchising
firm specializing in the sale of new and pre-owned compact discs.
Monty R. Standifer (Age 57) joined the Corporation in August 1997 as a
Director. Mr. Standifer has served as Senior Vice President, Chief Financial
Officer, Treasurer and Secretary of Gadzooks, Inc., a specialty retailer of
apparel products, since July 1995. From June 1992 until July 1995, Mr.
Standifer served as Vice President -- Treasurer and Chief Financial Officer of
Gadzooks, Inc. From July 1991 to June 1992, Mr. Standifer served as Senior Vice
President and Chief Financial Officer of AmeriServ Food Company, a food service
systems distributor. Prior to that time, Mr. Standifer was a co-founder of
Bizmart, Inc., a chain of office products superstores, serving as Vice
President -- Finance, Treasurer and Secretary from its founding in October 1987
until July 1991, shortly after the company was sold. Mr. Standifer was
previously employed by Tandy Corporation for 14 years in various financial
management positions.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has established three committees: an Audit
Committee, a Compensation Committee and a Nominating Committee. Each of these
committees has one or more members who serve at the discretion of the Board of
Directors.
The Audit Committee, currently comprised of Messrs. Standifer and
Berk, is responsible for reviewing the Corporation's financial statements,
audit reports, internal financial controls and the services performed by the
Corporation's independent public accountants, and for making recommendations
with respect to those matters to the Board of Directors.
The Compensation Committee, currently comprised of Messrs. Kane and
Camp, is responsible for reviewing and making recommendations to the Board of
Directors with respect to compensation of executive officers, other
compensation matters and awards under the Corporation's stock option plan.
3
<PAGE> 8
The Nominating Committee, currently comprised of Messrs. Thompson,
Bourland and Camp, is responsible for developing a strategy and criteria for
new board members and making recommendations to the Board of Directors that the
selection of future board members should be based thereon.
The Compensation Committee acted by unanimous written consent one time
during the year ended January 31, 1998. The Audit and Nominating Committees
have not held meetings or acted by unanimous written consent during the 1997
fiscal year because the Corporation became a reporting company during the 1998
fiscal year.
The Board of Directors held three formal meetings and voted by
unanimous written consent eleven times during the year ended January 31, 1998.
During the year ended January 31, 1998, no director of the Corporation attended
less than 75% of the total number of meetings of the Board of Directors and all
committees on which such director served.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE INDIVIDUALS NOMINATED FOR
ELECTION AS CLASS I DIRECTORS.
PROPOSAL NO. 2
ADOPT AMENDMENT NO. 1 TO
THE PAWNMART, INC. 1997 EMPLOYEE STOCK OPTION PLAN
THE PLAN
The Corporation has in effect the 1997 PawnMart, Inc. Employee Stock
Option Plan (the "Plan"), adopted by the Board of Directors and stockholder
approval in 1997.
Stock options granted pursuant to the Plan may be either incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), or non-qualified stock options.
The number of shares of Common Stock reserved for issuance pursuant to the Plan
is 494,602 shares. As of January 31, 1998, options for 306,389 shares of Common
Stock had been granted and are outstanding under the Plan, of which 32,973
options are currently exercisable. All options have an exercise price of $3.79
per share of Common Stock.
The Plan is administered by the Compensation and Human Resources
Committee (the "Committee") of the Board of Directors. Subject to the
provisions of the Plan, the Committee has the exclusive power to grant options,
to interpret the Plan, to grant waivers of restrictions thereunder and to adopt
such rules and regulations as it may deem necessary or appropriate in keeping
with the objectives of the Plan.
Options granted pursuant to the Plan become exercisable on such date
or dates as may be established by the Committee. The exercise price of options
granted under the Plan may not be an amount less than the market value of
Common Stock at the time of grant. The exercise price must be paid in full in
cash at the time an option is exercised or, if permitted by the Committee, by
means of tendering previously owned shares of Common Stock held for at least
six months (at their fair market value), or partly in cash and partly in Common
Stock.
In the event of a stock split, stock dividend, combination or
reclassification or certain other corporate transactions, the Committee is
authorized to make appropriate adjustments to the exercise price and number of
shares subject to options granted under the Plan. Subject to certain
limitations, the Board of Directors is authorized to amend, modify or terminate
the Plan to meet any changes in legal requirements or for any other purpose
permitted by law.
If a participant becomes disabled, all vested Options may be exercised
at any time within twelve months from the date of such termination (or such
longer or shorter period, and only to the extent that the participant was
entitled to exercise it at the date of such termination, but in no event longer
than the expiration of the term of such Option). If a participant dies, all
vested Options may be exercised at any time within eighteen months from the
date of death (or such longer or shorter period specified in the Option
Agreement)(but in no event longer than the expiration of the term of
4
<PAGE> 9
such Option) by the participant's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but only to the extent that
the participant was entitled to exercise the Option at the date of death. If a
participant ceases to be a PawnMart, Inc. employee for any other reason, he or
she must exercise any vested Options within the time period as is determined by
the Board of Directors, which in no event shall be less than thirty days, and
only to the extent that the participant was entitled to exercise it at the date
of termination.
FEDERAL INCOME TAX CONSEQUENCES
The following general description of federal income tax consequences
is based upon current statutes, regulations and interpretations and does not
purport to be complete. Reference should be made to the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"). There also may
be state, local and foreign income tax consequences applicable to transactions
involving Stock Options. In addition, the following description does not
address specific tax consequences applicable to an individual participant who
receives an incentive Option and does not address special rules that may be
applicable to directors and officers.
Under existing federal income tax provisions, a participant who
receives stock options will not normally realize any income, nor will the
Corporation normally receive any deduction for federal income tax purposes,
upon the grant of an Option.
When a nonqualified stock option granted pursuant to the Plan is
exercised, the employee generally will realize ordinary income (compensation)
measured by the difference between the aggregate purchase price of the Common
Stock as to which the option is exercised and the aggregate fair market value
of the Common Stock on the exercise date, and the Corporation generally will be
entitled to a deduction in the year the Option is exercised equal to the amount
the employee is required to treat as ordinary income. Any taxable income
recognized in connection with a nonqualified stock option exercised by an
optionee who is also an employee of the Corporation will be subject to tax
withholding by the Corporation. The basis for determining gain or loss upon a
subsequent disposition of Common Stock acquired upon the exercise of a
nonqualified stock option will be the purchase price paid to the Corporation
for the Common Stock increased by an amount included in the optionee's taxable
income resulting from the exercise of such option. The holding period for
determining the maximum tax rate applicable to gain on such disposition begins
on the date on which the optionee acquires the Common Stock.
An employee generally will not recognize any income upon the exercise
of an incentive stock option, but the exercise may, depending on particular
factors relating to the employee, subject the employee to the alternative
minimum tax. An employee will recognize capital gain or loss in the amount of
the difference between the exercise price and the sale price on the sale or
exchange of stock acquired pursuant to the exercise of an incentive stock
option, provided that the employee does not dispose of such stock within two
years from the date of grant or one year from the date of exercise of the
incentive stock option (the "Required Holding Periods"). An employee disposing
of such shares before the expiration of the Required Holding Periods will
recognize ordinary income equal to the lesser of (i) the difference between the
option price and the fair market value of the stock on the date of exercise, or
(ii) the total amount of gain realized. The maximum federal income tax rate on
the remaining gain or loss generally depends on how long the shares are held.
The Corporation will not be entitled to a federal income tax deduction in
connection with the exercise of an incentive stock option, except where the
employee disposes of the shares of Common Stock received upon exercise before
the expiration of the Required Holding Periods.
REASONS FOR PROPOSAL
The Plan is designed to attract and retain the best available
personnel for positions of substantial responsibility and to provide incentives
to such personnel to promote the success of the business of the Corporation.
The Corporation is recommending the Plan Amendment in order to ensure that
sufficient shares are available under the Plan to reward and motivate existing
employees and to attract new employees in the future, particularly in light of
the rapid growth experienced by the Corporation.
5
<PAGE> 10
The affirmative vote of the holders of a majority of the total votes
cast with respect to the Plan Amendment is required to approve the Plan
Amendment. Stockholder approval is also required in order for the expense
associated with the exercise of nonqualified stock options by the Named
Executive Officers (as defined below) to be fully deductible by the Corporation
for federal income tax purposes. In addition, approval of the proposal to
increase the authorized number of shares of Common Stock, which is described
under Proposal 2 above, is also required in order to allow the Corporation to
achieve the benefits of the Plan Amendment by granting additional Options under
the Plan.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
In considering whether to vote for approval of the Plan Amendment,
stockholders should be aware that each of the executive officers will be
eligible for Option grants under the Plan.
DESCRIPTION OF AMENDMENT NO. 1
The Board of Directors, by unanimous written consent effective as
of May 1, 1998, adopted the Amendment to the Plan (a copy of which is attached
hereto as Exhibit A) and directed that the Amendment to the Plan be submitted
to the stockholders for their approval. The Amendment to the Plan provides for
an increase in the aggregate number of shares of Common Stock as to which
options may be granted thereunder to 1,500,000 shares.
THE BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO THE PLAN.
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, independent certified public accountants,
served as independent auditors for the Corporation for the fiscal year ended
January 31, 1998 and has reported on the Corporation's consolidated financial
statements. The Board, upon the recommendation of the Audit Committee, has
selected KPMG Peat Marwick LLP as the Corporation's independent auditors for
fiscal year ending January 30, 1999 and recommends that the stockholders ratify
this selection. The Board has been advised that KPMG Peat Marwick LLP has no
relationship with the Corporation or its subsidiaries.
A representative of KPMG Peat Marwick LLP is expected to be present at
the Meeting, will have an opportunity to make a statement if he desires to do
so and is expected to be available to respond to appropriate questions.
Stockholder ratification is not required for the selection of KPMG
Peat Marwick LLP as the Corporation's independent auditors for fiscal year
January 30, 1999 because the Board has responsibility for selection of the
Corporation's independent auditors. The selection is being submitted for
ratification with a view toward soliciting the opinion of stockholders, which
opinion will be taken into consideration in future deliberations.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF KPMG PEAT MARWICK LLP AS
THE CORPORATION'S INDEPENDENT AUDITORS.
6
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 1, 1998, certain information
with respect to voting securities, the Common Stock shares, beneficially owned
by (i) each person who is known by the Corporation to beneficially own more
than five percent of the Corporation's outstanding shares of Common Stock ,
(ii) the directors and certain executive officers of the Corporation,
individually; and (iii) the directors and all executive officers of the
Corporation as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)(2)
--------------------------------
NUMBER OF PERCENT OF
--------- ----------
BENEFICIAL OWNER SHARES TOTAL
- ---------------- ------ -----
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS:
Carson R. Thompson (3)(9) . . . . . . . . . . . . . 390,179 5.4%
Robert D. Bourland, Jr. (3) . . . . . . . . . . . . 74,310 1.0%
Thomas W. White (3) . . . . . . . . . . . . . . . . 8,243 *
Randall L. Haden (3)(10) . . . . . . . . . . . . . . 51,073 *
Robert E. Camp (4) . . . . . . . . . . . . . . . . . 16,487 *
James E. Berk (5) . . . . . . . . . . . . . . . . . 8,243 *
Monty R. Standifer (6) . . . . . . . . . . . . . . . 33,243 *
Mark E. Kane (7) . . . . . . . . . . . . . . . . . . 8,243 *
J. Roger Williams (8)(11) . . . . . . . . . . . . . 33,500 *
All directors and executive officers as a group
(9 persons) . . . . . . . . . . . . . . . . . . . . 623,521 8.6%
</TABLE>
- -------------------
* Less than 1% of the outstanding shares of Common Stock.
(1) Unless otherwise noted, the Corporation believes that each person
named in the table has sole voting and investment power with respect
to all shares beneficially owned by such persons.
(2) The number of shares of Common Stock deemed outstanding includes
shares issuable pursuant to stock options that may be exercised within
sixty (60) days after May 1, 1998.
(3) His address is 301 Commerce Street, Suite 3600, Fort Worth, Texas
76102.
(4) The address for Mr. Camp is Rural Route 1, Box 202, North Hero,
Vermont 05474.
(5) The address for Mr. Berk is 5825 Obelin, Suite 100, San Diego,
California 92121.
(6) The address for Mr. Standifer is 4121 International Parkway,
Carrollton, Texas 75007.
(7) The address for Mr. Kane is 1017 N. Central Expressway, Suite 200,
Plano, Texas 75075.
(8) The address for Mr. Williams is 1015 Fort Worth Street, Weatherford,
Texas 76086.
(9) Includes options exercisable into 32,973 shares of Common Stock.
(10) Includes options and warrants exercisable into 15,000 shares of Common
Stock.
(11) Includes options and warrants exercisable into 29,000 shares of Common
Stock.
7
<PAGE> 12
EXECUTIVE OFFICERS
Set forth below are each of the Corporation's executive officers and
his name, age, all positions and offices held by him with the Corporation and
his principal occupations and business experience for the past five years. All
officers are elected by the Board of Directors, each to hold office until his
successor is duly elected and qualified, or if earlier, until his resignation,
removal from office or death.
Carson R. Thompson joined the Corporation in August 1996 as a
Director. In March 1997, he was named Chairman of the Board and Chief Executive
Officer of the Corporation. Prior to this, Mr. Thompson had served as
President, Chief Executive Officer and Chairman of The Bombay Company, Inc., a
specialty retailer of home furnishing products. Mr. Thompson joined Tandy
Corporation, Fort Worth, Texas in 1957, and held various management positions
before becoming President in 1981 of Tandy Brands, Inc., a spin-off of Tandy
Corporation and a manufacturer and specialty retailer of various products. From
1982 to 1991, Mr. Thompson was Chairman and Chief Executive Officer, from 1991
to 1996, he was Chairman, and from 1996 to 1997, he was President and Chief
Executive Officer of The Bombay Company. Mr. Thompson serves as a director of
the University of North Texas Health Science Center at Fort Worth, and the
Osteopathic Health Foundation, Inc., and is a member of the Board of Advisors
of the College of Business Administration at the University of Oklahoma.
Robert D. Bourland, Jr. joined the Corporation in July 1994 as a
Director and President. From 1985 until joining the Corporation, he served as
President of Cook's Nook, Inc., a specialty retailer of gourmet cookware. From
1964 until that time, he served in various retail management positions with the
Radio Shack division of Tandy Corporation, including serving as Senior Vice
President -- Managing Director, Tandy U.K. and as Tandy's Divisional Vice
President responsible for 1,200 Radio Shack stores. Radio Shack is a specialty
retailer of consumer electronic products.
Thomas W. White joined the Corporation on October 15, 1997 as Vice
President -- Finance and Chief Accounting Officer. Mr. White was previously
employed for six years with the accounting firm of KPMG Peat Marwick LLP, most
recently as an assurance manager serving numerous clients within the financial
services, manufacturing and retailing industries.
Randall L. Haden joined the Corporation in February 1994 as Vice
President -- Information Systems. Since November 1991 until joining the
Corporation, he was employed by Search Capital Group, Inc., a publicly held
consumer finance company, most recently as Vice President -- Information
Services.
8
<PAGE> 13
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation earned by
the Chief Executive Officer of the Corporation and each executive officer of
the Corporation whose total annual salary and bonus exceeds $100,000 during the
fiscal years ended January 28, 1996 ("Fiscal 1995"), January 26, 1997 ("Fiscal
1996") and January 31, 1998 ("Fiscal 1997") (collectively, the "Named Executive
Officers"). As of the date hereof, the Corporation has not granted any stock
appreciation rights.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING ALL OTHER
POSITION DURING FISCAL 1997 YEAR SALARY($) BONUS($) OPTIONS (#) COMPENSATION
--------------------------- ---- --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Carson R. Thompson . . . . . . . . . . . 1997 80,769 6,000 164,867 --
Chairman of the Board and 1996 -- -- -- --
Chief Executive Officer (1)(2) 1995 -- -- -- --
Robert D. Bourland, Jr. . . . . . . . . . 1997 90,000 5,400 98,920 --
President, Chief Operating 1996 90,000 17,500 -- --
Officer and Director (1) 1995 90,000 -- -- --
</TABLE>
- ---------------
(1) Mr. Thompson and Mr. Bourland received personal benefits in additional
to salary and bonuses. The aggregate amount of such personal
benefits, however, did not exceed the lesser of $50,000 or 10% of the
total of their annual salary and bonus.
(2) Mr. Thompson joined the Corporation in March 1997 at an annual salary
of $100,000.
9
<PAGE> 14
The following table summarizes option grants made during Fiscal 1997
to the Named Executive Officers.
OPTION GRANTS DURING FISCAL 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED
OPTIONS TO EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR PRICE ($/SH) DATE
---- -------------- ----------- ------------ ----
<S> <C> <C> <C> <C>
Carson R. Thompson 164,867 53.8% $3.79 10/15/07
Chairman of the Board and
Chief Executive Officer (1)
Robert D. Bourland, Jr. 98,920 32.3% $3.79 10/15/07
President, Chief Operating
Officer and Director (2)
</TABLE>
- ------------------
(1) The options to purchase shares of Common Stock were granted under the
1997 PawnMart, Inc. Employee Stock Option Plan and vest over a four
year period.
(2) The options to purchase shares of Common Stock were granted under the
1997 PawnMart, Inc. Employee Stock Option Plan and vest over a five
year period.
There were no exercises of stock options by any of the named executive
officers during the Fiscal 1997. The table below lists the number of shares of
Common Stock underlying each option held by the Named Executive Officers as of
January 31, 1998.
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END(#) AT FISCAL YEAR END($)(1)
--------------------- ------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Carson R. Thompson . . . . . . . . . . 32,973/131,894 $39,897/$159,592 (1)
Robert D. Bourland, Jr. . . . . . . . . 0/98,920 $0/$119,693(1)
</TABLE>
- --------------------
(1) The "In-The-Money" value is based on the initial public offering price
of the Corporation's Common Stock in March 1998 of $5.00 per share
less the exercise price payable for such shares.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
The Corporation does not have an employment agreement with any member
of its executive staff.
10
<PAGE> 15
COMPENSATION OF DIRECTORS
Cash Compensation. No cash compensation has been paid by the
Corporation to its directors prior to the filing of this Proxy Statement.
Directors are reimbursed for their ordinary and necessary expenses incurred in
attending meetings of the Board of Directors or a committee thereof.
1997 Stock Option Plan for Directors. Effective as of October 16,
1997, the 1997 PawnMart, Inc. Director Stock Option Plan ("Directors' Option
Plan") was approved by the Corporation's Board of Directors and the holders of
a majority of the outstanding shares of the Corporation's Common Stock.
Stock options will be granted under the Directors' Option Plan to any
director who is not an employee of the Corporation and is not a holder of more
than 5% of the outstanding shares of the Corporation's Common Stock or a person
who is in control of such holder ("Eligible Directors").
A maximum of 263,788 shares of Common Stock (subject to certain
anti-dilution adjustments) may be issued to Eligible Directors upon the
exercise of options granted under the Directors' Option Plan. As of January 31,
1998, no options have been granted under the Directors' Option Plan.
Newly appointed Eligible Directors will automatically receive an
initial grant of options to purchase 25,000 shares of Common Stock upon their
appointment to the Board of Directors. All Eligible Directors will receive
annual grants of options to purchase the lesser of 20,000 shares of Common
Stock or $200,000 in market value of underlying Common Stock as of the date
following each annual meeting of the Corporation's stockholders. The exercise
price of options granted under the Directors' Option Plan will be the closing
sales price of the Common Stock on the date of grant. Options granted pursuant
to the Directors' Option Plan are immediately exercisable. The expiration date
is six years from the date of grant. Payment for shares purchased upon
exercising an option is made in cash or by certified check, bank draft or money
order, or by delivery of previously owned shares of Common Stock held for at
least six months (at their fair market value), or partly in cash and partly in
such Common Stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July of 1997, Mr. Thompson acquired an aggregate of 375,000 shares
of Series D Preferred Stock for $750,000 in connection with Mr. Thompson's
becoming a Chief Executive Officer of the Corporation. In connection with the
completion of the Corporation's initial public offering on March 20, 1998, the
375,000 shares of Series D Preferred Stock were automatically converted into
187,500 shares of Common Stock at a conversion price of $4.00. In March of
1996, Mr. Thompson purchased a principal amount of $228,000 of 14% unsecured
Convertible Subordinated Debentures due June 30, 1999. In October 1997, Mr.
Standifer acquired an aggregate of 50,000 shares of Series D Preferred Stock
for $100,000 in connection with Mr. Standifer's becoming a Director of the
Corporation. In connection with the completion of the Corporation's initial
public offering on March 20, 1998, the 50,000 shares of Series D Preferred
Stock were automatically converted into 25,000 shares of Common Stock at a
conversion price of $4.00.
In consideration for serving as a Director of the Corporation, in
September 1997, Mr. Berk received 8,243 shares of Common Stock; in April 1996
and August 1997, Mr. Camp received an aggregate amount of 16,487 shares of
Common Stock; in September 1997, Mr. Kane received 8,243 shares of Common
Stock; in September 1997, Mr. Standifer received 8,243 shares of Common Stock
and in April 1996 and August 1997, Mr. Thompson received 8,243 and 4,946 shares
of Common Stock, respectively. In connection with his employment with the
Corporation, in August 1997, Mr. Bourland received 16,487 shares of Common
Stock. In connection with joining the Corporation, in October 1997, Mr. White
received 8,243 shares of Common Stock.
During January 1998, the Corporation entered into an aggregate of
$190,000 in unsecured notes payable with its Chief Executive Officer. The
notes, which accrued interest at 12 percent, were paid in full by the
Corporation on March 20, 1998. The Corporation believes that said arrangement
is no less favorable to the Corporation than would be available from unrelated
third parties.
11
<PAGE> 16
The Corporation's Weatherford, Texas store is leased under a five year
lease agreement with a joint venture owned by certain stockholders. The terms
of the lease agreement include monthly rental payments of $4,000 and an initial
lease term which expires on March 31, 1999. The Corporation believes that said
arrangement is no less favorable to the Corporation than would be available
from unrelated third parties.
All future transactions between the Corporation and its officers,
directors and 5% stockholders will be on terms no less favorable than could be
obtained from independent, third parties and will be approved by a majority of
the independent, disinterested directors of the Corporation. Furthermore, any
forgiveness of loans must be approved by a majority of the Corporation's
independent directors who do not have an interest in the transactions and who
have access, at the Corporation's expense, to the Corporation's counsel or
independent counsel.
All ongoing transactions were ratified by a majority of the
Corporation's independent directors who do not have an interest in the
transactions and who had access, at the Corporation's expense, to the
Corporation's counsel or independent counsel. All past transactions which are
now closed had at least two disinterested directors at the time of the
transactions.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, independent certified public accountants,
served as independent auditors of the Corporation during Fiscal 1997. The Board
of Directors of the Corporation anticipates appointing KPMG Peat Marwick LLP to
serve as independent public accountants of the Corporation for fiscal year
ending January 30, 1999, subject to their nomination by the Audit Committee. A
representative of KPMG Peat Marwick LLP will be present at the Annual Meeting.
Such representative will be given the opportunity to make a statement if he or
she desires to do so and will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. However, if any additional matters are properly brought
before the Annual Meeting, it is the intention of the attorneys-in-fact named
in the accompanying proxy to vote in accordance with their judgment on such
matters.
VOTING REQUIREMENTS
With regard to the proposal for the Election of Directors, votes may
be cast for or votes may be withheld from each nominee. No stockholder may vote
for more than three nominees. Directors will be elected by plurality vote.
Therefore, votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may not be specified with respect to the
election of directors.
With regard to the proposal for the approval of the Plan, votes may be
cast for or against the Plan, or stockholders may abstain from voting on the
particular matter. Approval of the Plan requires the affirmative vote of at
least a majority of the shares of Common Stock present or represented by proxy
at the Annual Meeting and entitled to vote.
Under Delaware law, abstentions are counted as present for quorum
purposes and are included in the calculation of shares "entitled to vote".
Abstentions on a particular matter (other than the election of directors) will
not be counted as votes cast in the affirmative and will therefore have the
same effect as a vote against a particular matter (other than the election of
directors) because each proposal (other than the election of directors)
requires the affirmative vote of a specific number of shares.
If no directions are specified in any duly signed and dated proxy card
received by the Corporation, the shares represented by that proxy card will be
counted as present for quorum purposes and will be voted by the
attorneys-in-fact
12
<PAGE> 17
named in the proxy FOR the election of the Class I director nominees
recommended by the Board of Directors, FOR the approval of the amendment to the
Plan to increase by 1,005,398 (from 494,602 to 1,500,000) the number of shares
of Common Stock authorized for issuance thereunder, FOR the ratification of the
selection of KPMG Peat Marwick LLP as the Corporation's independent auditors
for the fiscal year ending January 30, 1999 and in accordance with the
discretion of the named attorneys-in-fact on other matters properly brought
before the Annual Meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Corporation's directors
and executive officers, and persons who own more than 10% of the Common Stock,
to file with the Securities and Exchange Commission (the "Commission") initial
reports of beneficial ownership and reports of changes in beneficial ownership
of Common Stock and other equity securities of the Corporation. Officers,
directors and greater than 10% beneficial owners are required by the Commission
to furnish the Corporation with copies of all Section 16(a) reports they file.
Section 16(a) filing requirements did not apply to the Corporation's officers
and directors for the year ended January 31, 1998, because the Corporation was
not a public company until the completion of its initial public offering on
March 20, 1998.
STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Corporation's proxy
statement relating to the 1999 Annual Meeting of Stockholders of the
Corporation must be received no later than January 31, 1999 at the
Corporation's principal executive offices, 301 Commerce Street, Suite 3600,
Fort Worth, Texas, 76102, Attention: Rick Isbell, Secretary. Stockholders of
the Corporation who intend to nominate candidates for election as a director or
to bring other business before the meeting must also comply with the applicable
procedures set forth in the Corporation's Bylaws. See "Stockholder Nomination
of Director Candidates." The Corporation will furnish copies of such Bylaw
provisions upon written request to the Secretary of the Corporation at the
aforementioned address. It is suggested that proponents submit their proposals
by certified mail, return receipt requested.
STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES
The Bylaws of the Corporation provide that any stockholder of record
who is entitled to vote for the election of directors at a meeting called for
that purpose may nominate persons for election to the Board of Directors
subject to the following notice requirements.
As described more fully in the Corporation's Bylaws, a stockholder
desiring to nominate a person for election to the Board of Directors must send
a written notice to the Secretary of the Corporation setting forth (i) as to
each person who the stockholder proposes to nominate, all information required
to be disclosed in solicitations of proxies for election of directors, or as
otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected) and (ii) as to
the stockholder giving the notice: (a) the name and address of such stockholder
as it appears on the Corporation's books and (b) the class and number of shares
of the Corporation that are owned of record by such stockholder. To be timely,
notice of persons to be nominated by a stockholder as a director at a meeting
of stockholders must be delivered to or mailed and received at the principal
executive offices of the Corporation not more than 90 nor less than 60 days
before the first anniversary of the preceding year's annual meeting.
13
<PAGE> 18
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB, AS FILED
WITH THE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON
RECEIPT BY THE CORPORATION OF A REQUEST ADDRESSED TO:
THOMAS W. WHITE
VICE PRESIDENT - FINANCE AND CHIEF ACCOUNTING OFFICER
PAWNMART, INC.
301 COMMERCE STREET, SUITE 3600
FORT WORTH, TEXAS 76102
The enclosed form of proxy has been prepared at the direction of the
Corporation, of which you are a stockholder, and is sent to you at the request
of the Board of Directors. The proxies and attorneys-in-fact named herein have
been designated by your Board of Directors.
The Board of Directors of the Corporation urges you, even if you
presently plan to attend the Annual Meeting in person, to execute the enclosed
proxy and mail it as indicated immediately. You may revoke your proxy and vote
in person if you are in fact able to attend the Annual Meeting.
PAWNMART, INC.
By Order of the Board of Directors
/s/ CARSON R. THOMPSON
---------------------------------------
Carson R. Thompson
Chief Executive Officer
Chairman of the Board
Fort Worth, Texas
May 14, 1998
14
<PAGE> 19
EXHIBIT A
AMENDMENT NO. 1 TO THE PAWNMART, INC.
1997 EMPLOYEE STOCK OPTION PLAN
I. The first sentence of Section 4 of the Plan shall be deleted and restated in
its entirety as follows:
"Subject to the adjustments provided in Section 10 relating to
adjustments upon changes in stock, the stock that may be sold pursuant
to Options shall not exceed in the aggregate 1,500,000 shares of the
Company's common stock."
<PAGE> 20
PAWNMART, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PAWNMART, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 1998
The undersigned, having received the notice and accompanying Proxy
Statement for said meeting, hereby appoints Carson R. Thompson and Thomas W.
White, and each of them, with full power of substitution, as the undersigned's
proxy and attorney-in-fact to vote at the Annual Meeting of Stockholders of
PawnMart, Inc. to be held on June 12, 1998, or at any adjournment thereof, all
shares of PawnMart, Inc. which the undersigned may be entitled to vote.
[X] Please mark your votes as in this example.
1. Election of Class I directors for terms expiring in 2001:
Carson R. Thompson
Robert E. Camp
J. Roger Williams
[ ] FOR ALL NOMINEES (except as indicated to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all the nominees above.
[ ] __________________ (To withhold authority to vote for any
individual nominee, print the nominee's name)
2. Proposal to approve the amendment to the PawnMart, Inc. 1997 Employee
Stock Option Plan.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. To ratify the appointment of KPMG Peat Marwick LLP as the
Corporation's independent accountants for the fiscal year ending
January 30, 1999.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
(PLEASE COMPLETE, SIGN AND DATE THIS CARD ON THE NEXT PAGE)
<PAGE> 21
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE
MANNER SPECIFIED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES UNDER
PROPOSAL 1 AND FOR PROPOSALS 2 AND 3, AND ON ANY OTHER BUSINESS, IN THE
DISCRETION OF THE PROXIES.
IMPORTANT. Please date sign exactly as the name appears below.
When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in
full corporate name by president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Dated , 1998
----------------------------
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE-PAID ENVELOPE EVEN IF YOU PLAN TO ATTEND THE MEETING. IF YOU RECEIVE
MORE THAN ONE PROXY CARD, PLEASE SIGN AND RETURN ALL CARDS IN THE ENCLOSED
ENVELOPE.
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
