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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) [x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Persons(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 0-11.
1) Title of each class of securities to which transaction applies:__________
2) Aggregate number of securities to which transaction applies:_____________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):________________
4) Proposed maximum aggregate value of transaction:_________________________
5) Total fee paid:__________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:______________________________________________
2) Form, Schedule or Registration Statement No.:________________________
3) Filing Party:________________________________________________________
4) Date Filed:__________________________________________________________
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<PAGE>
(COLOR LOGO OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.)
April 7, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of the Company which will be held at 11:00 a.m., C.D.T., Thursday, May 27, 1999,
at the Williams Presentation Center Theatre, 2 East First Street, Tulsa,
Oklahoma 74172.
The formal Notice of Annual Meeting of Stockholders and Proxy Statement
accompanying this letter provide detailed information concerning matters to be
considered and acted upon at the meeting.
Whether or not you plan to attend the Annual Meeting, please execute and
return the enclosed proxy at your earliest convenience. Your shares will then be
represented at the meeting, and the Company will avoid the expense of further
solicitation to assure a quorum and a representative vote. If you later attend
the meeting and wish to vote in person, you may withdraw your proxy and so vote
at that time.
Sincerely,
/S/ Joseph E. Cappy
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Joseph E. Cappy
Chairman, Chief Executive Officer and
President
<PAGE>
(BLACK AND WHITE LOGO OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 7, 1999
TO THE STOCKHOLDERS OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.:
The Annual Meeting of Stockholders of Dollar Thrifty Automotive Group,
Inc. will be held at 11:00 a.m., C.D.T., Thursday, May 27, 1999, at the Williams
Presentation Center Theatre, 2 East First Street, Tulsa, Oklahoma 74172, for the
following purposes:
1. To elect nine (9) directors to serve until the next annual
meeting of stockholders or until their successors shall have been
elected and shall qualify;
2. To ratify and approve the appointment of Deloitte & Touche LLP,
as independent auditors of the Company for the 1999 year; and
3. To conduct any other business properly brought before the meeting.
Only stockholders of record at the close of business on March 29, 1999
are entitled to notice of and to vote at the Annual Meeting of Stockholders.
A list of stockholders entitled to vote at the meeting will be available
for examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, at least ten days before the meeting in the
Office of the Director of Investor Relations, Dollar Thrifty Automotive Group,
Inc., 5330 East 31st Street, Tulsa, Oklahoma 74135.
Your vote is important. Please vote now by proxy even if you plan to
attend the meeting. You may vote by marking, signing and dating your proxy card
on the reverse side and return it promptly in the accompanying envelope. The
return of the enclosed proxy will not affect your right to vote if you attend
the meeting in person.
By Order of the Board of Directors
Stephen W. Ray
Secretary
Your vote is important. Please vote by marking, signing and dating
your proxy card on the reverse side and return it promptly
in the accompanying envelope.
<PAGE>
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
5330 East 31st Street
Tulsa, Oklahoma 74135
PROXY STATEMENT
INFORMATION ABOUT THE MEETING
This Proxy Statement is solicited by the Dollar Thrifty Automotive
Group, Inc., a Delaware corporation ("DTAG"), Board of Directors and is
furnished in connection with the Annual Meeting of Stockholders to be held at
11:00 a.m., C.D.T., Thursday, May 27, 1999, at the Williams Presentation Center
Theatre, 2 East First Street, Tulsa, Oklahoma 74172. DTAG began mailing this
Proxy Statement and the accompanying proxy card on or about April 7, 1999.
Quorum
The record date for the meeting is March 29, 1999. DTAG has outstanding
one class of voting securities, common stock, $0.01 par value ("Common Stock" or
"Shares"), of which 24,125,941 Shares were outstanding as of the close of
business on the record date. A majority of those Shares (a quorum) must be
present, in person or by proxy, to conduct business at the meeting. Abstentions
and broker non-votes are counted as present in determining whether there is a
quorum.
Vote Required
Each stockholder is entitled to one vote for each Share held of record
at the close of business on the record date. Directors are elected by a
plurality vote, which means that if there are more nominees than positions to be
filled, the nominees for whom the most affirmative votes are cast will be
elected. Each other matter voted on at the meeting will be approved if a
majority of the votes cast are in favor of such matter. Abstentions and broker
non-votes are not votes cast and are not counted in determining whether a
nominee is elected or a matter approved. Inspectors of election appointed by the
Board will tabulate the votes cast.
Proxy Voting
The proxy card represents the Shares held of record by each
stockholder. Each stockholder can authorize the individuals named in the proxy
card to vote Shares by signing, dating and mailing the proxy card. Each
stockholder's Shares will then be voted at the meeting as the stockholder
specifies or, if the stockholder does not specify a choice, as recommended by
the Board. Each stockholder may revoke the proxy by voting in person at the
meeting, or by submitting a written revocation or a later dated proxy that is
received by DTAG before the meeting.
Proxy Solicitation
Execution and return of the enclosed proxy is being solicited by and on
behalf of the Board of Directors of DTAG for the purposes set forth in the
Notice of Annual Meeting. Solicitation other than by mail may be made
personally, by telephone or otherwise, by employee officers and employees of the
Company who will not be additionally compensated for such services. Brokerage
firms, banks, fiduciaries, voting trustees or other nominees will be requested
to forward the soliciting material to each beneficial owner of Shares held of
record by them. Kissel-Blake has been retained to assist in the solicitation of
proxies at a cost of approximately $5,000. The total cost of soliciting proxies
will be borne by DTAG.
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
DTAG has nominated for re-election to the Board nine candidates who
currently comprise all of the members of DTAG's Board. If elected, each
candidate will serve for a one-year term ending at the 2000 Annual Meeting of
Stockholders and when their successors are duly elected and qualified. For more
information concerning these director nominees, see "Biographical Information
Regarding Director Nominees and Named Executive Officers - Director Nominees".
Unless otherwise designated, the enclosed proxy card will be voted FOR the
election of the foregoing nominees as directors. The Board does not contemplate
that any of these nominees will be unable to stand for election, but should any
nominee unexpectedly become unavailable for election, your proxy will be voted
for a new nominee designated by the Board unless the Board reduces the number of
directors to be elected.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE
NOMINEES DESCRIBED HEREIN AS DIRECTORS OF DTAG.
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, the Board has appointed,
subject to stockholder approval, the firm of Deloitte & Touche LLP, independent
public accountants, as the independent auditors of DTAG for the calendar year
1999. This firm has served DTAG in this capacity since its inception in November
1997.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting of Stockholders and will be available to respond to appropriate
questions. Although the audit firm has indicated that no statement will be made,
an opportunity for a statement will be provided.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 1999.
As used in this Proxy Statement, "Dollar" means Dollar Rent A Car
Systems, Inc., an Oklahoma corporation, and its subsidiaries, "Thrifty" means
Thrifty, Inc., an Oklahoma corporation, and its subsidiaries, and "Company"
means collectively, DTAG, Dollar and Thrifty.
<PAGE>
BIOGRAPHICAL INFORMATION REGARDING
DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS
Director Nominees
Below is information concerning each of the nominees for election to the
Board, including their name, age, principal occupation or employment during at
least the past five years and the period during which such person has served as
a director of DTAG.
Joseph E. Cappy, age 64, has served as a director since November 1997.
Mr. Cappy served as a Vice President of Chrysler Corporation, now
DaimlerChrysler Corporation ("DaimlerChrysler"), since August 1987, with
responsibility for rental car operations from June 1993 to December 1997,
international operations from May 1990 to June 1993, brand development from
November 1989 to May 1990, and DaimlerChrysler's Jeep/Eagle Division from August
1987 to November 1989. Mr. Cappy was previously President, Chief Executive
Officer and a director of American Motors Corporation ("AMC"), and General
Marketing Manager of Ford Motor Company's Lincoln-Mercury Division.
Donald M. Himelfarb, age 53, has served as a director since November 1997.
Mr. Himelfarb has been President and Chief Executive Officer of Thrifty
Rent-A-Car System, Inc. since July 1992 and Thrifty since December 1998. Mr.
Himelfarb has served as a director of Thrifty Canada, Ltd. ("TCL") since August
1990, and served as President of TCL from August 1990 to June 1992. He
previously served as President of Car Rental and Leasing for Marks Rentals, a
holding company that owned a Thrifty Car Rental franchise and other properties.
Mr. Himelfarb is a director of the American Car Rental Association.
Gary L. Paxton, age 52, has served as a director since November 1997. Mr.
Paxton has been President of Dollar since December 1990. He has served in
several senior management positions with Dollar since 1972, including Senior
Vice President of Operations and Properties and Vice President of Properties and
Facilities. Mr. Paxton is also a director and President of the American Car
Rental Association.
Thomas P. Capo, age 48, has served as a director since November 1997. Mr.
Capo has been Senior Vice President and Treasurer of DaimlerChrysler since
November 1998. He was elected Vice President and Treasurer of DaimlerChrysler in
May 1993. Mr. Capo was elected Treasurer of DaimlerChrysler in November 1991. He
is also a director of Chrysler Financial Corporation and Chrysler Canada, Ltd.
Edward J. Hogan, age 71, has served as a director since December 1997.
Mr. Hogan has been Chairman and Chief Executive Officer of Pleasant Travel
Service, a tour operator specializing in Hawaiian vacations, since April 1959.
Mr. Hogan has also served as a director of Castle & Cooke, which has large
holdings of real estate in Hawaii, since October 1993. Mr. Hogan has been a
member of the Board of Trustees of Loyola Marymount University since May 1990
and is a member of the National Advisory Board of the National Academy of Travel
and Tourism, the United States Tour Operators, the American Society of Travel
Agents and the Hawaii Visitors Bureau.
The Honorable Edward C. Lumley, age 59, has served as a director since
December 1997. Mr. Lumley has been Vice Chairman of the investment banking firm
Nesbitt Burns, Inc. ("Nesbitt Burns") since August 1994. From January 1992 to
August 1994, Mr. Lumley served as Vice Chairman of the investment banking firm
Burns Fry, Limited. Mr. Lumley previously served as a Member of the Canadian
Parliament and as Minister of International Trade, Industry, Trade and Commerce,
Communications, and Science and Technology. Mr. Lumley is also a director of Air
Canada, BCE Mobile Communications, Inc., Canadian National, Magna International
Inc., Gendis Inc., DY4 Systems Inc. and AIT Corporation.
John C. Pope, age 50, has served as a director since December 1997. Mr.
Pope has been the Chairman of the Board of MotivePower Industries, Inc. since
January 1996 and a director since May 1995. Mr. Pope has served in various
executive positions with UAL Corporation ("UAL") and United Airlines, Inc.
("United") since January 1988, including President and Chief Operating Officer
of UAL and United from April 1992 to July 1994, Executive Vice President, Chief
Financial Officer and Treasurer of UAL and Chief Financial Officer of United
from November 1990 to April 1992 and Executive Vice President, Marketing and
Planning of United from May 1989 to October 1990. Prior thereto, Mr. Pope served
as Chief Financial Officer of AMR Corporation and American Airlines, Inc. Mr.
Pope is also a director of Federal Mogul Corporation, Wallace Computer Services,
Inc., Medaphis Corporation, Lamalie Associates, Inc. and Waste Management, Inc.
John P. Tierney, age 67, has served as a director since December 1997. Mr.
Tierney was the Chairman and Chief Executive Officer of Chrysler Financial
Corporation, the financial services subsidiary of DaimlerChrysler, from August
1987 until his retirement in December 1994. Prior to joining DaimlerChrysler in
1987, he was the Chief Financial Officer of AMC. Mr. Tierney is also a director
of ContiFinancial Corporation and Charter One Financial, Inc.
Edward L. Wax, age 62, has served as a director since December 1997. Mr.
Wax has been Chairman Emeritus of Saatchi & Saatchi Advertising Worldwide, an
advertising firm with substantial experience in the travel industry, since
January 1998 and was Chairman from May 1997 to January 1998. Mr. Wax was Chief
Executive Officer of Saatchi & Saatchi Advertising Worldwide from February 1992
to May 1997. From June 1989 to February 1992, Mr. Wax served as Chairman and
Chief Executive Officer of Saatchi & Saatchi North America. Mr. Wax is also a
director of Golf Trust of America, Inc., the National Council of Northeastern
University and The Ad Council.
Other Named Executive Officers
The following sets forth information concerning certain executive
officers of the Company identified under "Executive Compensation" who are not
presently members, or nominated herein to become members, of the Board.
Steven B. Hildebrand, age 44, has been the Vice President and Chief
Financial Officer of DTAG since November 1997. Prior to his election as a DTAG
officer, Mr. Hildebrand was Executive Vice President and Chief Financial Officer
of Thrifty Rent-A-Car System, Inc. since August 1995. He has served in various
senior management positions with Thrifty Rent-A-Car System, Inc. and Pentastar
Transportation Group, Inc., the predecessor of DTAG ("Pentastar") since 1987,
including Vice President of Finance and Treasurer for Pentastar, a director of
Thrifty Rent-A-Car System, Inc. and a director of TCL.
Peter G. Guptill, age 56, has been the Executive Vice President of
Dollar-Florida Region since January 1994. Prior to joining Dollar, Mr. Guptill
was Executive Vice President, General Operations Manager of Southeast Toyota
Distributions, Inc. from 1992 to 1993. Previously, he had served as Group Vice
President, Sales and Marketing at AMC. Mr. Guptill has also held various senior
executive positions within the automotive wholesale and retail field, as well as
serving as a consultant in the same sector.
MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
Meetings and Committees
The Board held eight meetings in 1998. Each director attended 75% or
more of the total of all meetings held by the Board and the Committees on which
he served. The Board has established standing Committees, which are comprised
solely of non-employee directors, to consider designated matters. The Committees
of the Board are: the Governance Committee, the Audit Committee and the Human
Resources and Compensation Committee. In accordance with the Bylaws of DTAG, the
Board annually elects from its members the members and chairman of each
Committee.
Governance Committee
The members of the Governance Committee (the "Governance Committee") are:
Edward J. Hogan, Chairman, The Hon. Edward C. Lumley, John P. Tierney and Edward
L. Wax.
The Governance Committee evaluates the organization, function and
performance of the Board and its Committees, the qualifications for director
nominees and matters involving corporate governance and compliance. The
Governance Committee does not solicit or invite director nominations but will
consider recommendations from stockholders that are sent to the Secretary of
DTAG. Under DTAG's Bylaws, nominations must be received no less than 60 nor more
than 90 days before the Annual Meeting of Stockholders; provided, however, that
in the event that less than 70 days notice or prior public disclosure of the
date of the Annual Meeting of Stockholders is given or made to stockholders,
then such proposals will be considered if received not later than the tenth day
following the day on which the meeting date is disclosed. The Governance
Committee held three meetings in 1998.
Audit Committee
The members of the Audit Committee (the "Audit Committee") are: John P.
Tierney, Chairman, Thomas P. Capo, Edward J. Hogan and John C. Pope.
The Audit Committee recommends the appointment of independent auditors
and reviews their fees for audit and non-audit services and the scope and
results of audits performed by them and by the Company's internal auditors. It
also reviews the Company's system of internal accounting controls, its
significant accounting policies and its financial statements and related
disclosures. The Audit Committee held five meetings in 1998.
Human Resources and Compensation Committee
The members of the Human Resources and Compensation Committee (the "HR&C
Committee") are: The Hon. Edward C. Lumley, Chairman, John C. Pope and Edward L.
Wax.
The HR&C Committee makes recommendations to the Board regarding DTAG's
executive compensation program, as well as generally reviewing the human
resources area for the Company, including its management development and
succession. As a part of its compensation function, it determines salaries,
executive retirement benefits, incentive compensation awards and stock option
grants for officers and senior executives and establishes corporate goals under
performance based compensation plans. The HR&C Committee held eight meetings in
1998. See "Executive Compensation - Report of Human Resources and Compensation
Committee on Executive Compensation" below.
<PAGE>
Compensation
Fees
Directors who are not officers or employees of DTAG are paid an annual
board retainer of $20,000, payable in Common Stock, and an attendance fee of
$1,000 for each meeting of a Committee thereof ($1,500 in the case of a
Committee Chairman), in each case payable in cash or Common Stock, as desired by
the non-employee director. Non-employee directors may elect in advance to defer
their fees.
Stock Options
In 1998, non-employee directors received options to purchase 3,000
Shares at the initial public offering price of $20.50 per Share. For 1999,
non-employee directors will receive grants of options for 5,000 Shares if they
are re-elected at the Annual Meeting of Stockholders. Such stock options will be
exercisable in three equal annual installments beginning on the first
anniversary of the grant date at a price equal to the closing price of a Share
on the grant date. The stock options become exercisable immediately in the event
of a change in control of DTAG.
Other
In 1998, DTAG made available to each non-employee director the use of
one vehicle while serving as a director, together with insurance coverage. For
1999, DTAG will make available to each non-employee director the use of two
vehicles, together with insurance coverage.
No Compensation
DTAG does not pay compensation for service to directors who receive
compensation as officers or employees of the Company. Because of DaimlerChrysler
policy, Thomas P. Capo does not receive compensation for services as a director.
Stock Ownership Guidelines
All current non-employee directors of DTAG are required to own Shares
valued at not less than five times the annual retainer of $20,000, for a total
of $100,000, by January 2003.
Certain Understandings
In connection with continuing credit support to the Company for vehicle
fleet financing, DTAG agreed to nominate and support a DaimlerChrysler designee
to its Board. Thomas P. Capo, who is a DaimlerChrysler Senior Vice President and
its Treasurer, currently holds this directorship. The Company's agreements
relating to this position expire upon termination of DaimlerChrysler credit
support and repayment of any sums due in connection therewith. See "Certain
Relationships and Related Transactions" below.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
The following table sets forth certain information as of March 29, 1999
with respect to each person known by DTAG to beneficially own more than 5% of
the outstanding Shares:
<TABLE>
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class (1)
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<S> <C> <C>
The Equitable Companies 4,239,301 17.6%
Incorporated (2)
1290 Avenue of the Americas
New York, New York 10104
Capital Guardian Trust Company (3) 2,412,000 10.0%
11100 Santa Monica Boulevard
Los Angeles, California 90025
Tweedy, Browne Company LLC (4) 2,105,856 8.7%
TBK Partners, L.P.
Vanderbilt Partners, L.P.
52 Vanderbilt Avenue
New York, New York 10017
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</TABLE>
(1) Based on 24,125,941 Shares outstanding.
(2) The Equitable Companies Incorporated ("Equitable") owns Alliance Capital
Management L.P. and the Equitable Life Assurance Society of the United
States which own 2,602,300 and 841,700 Shares, respectively. AXA ("AXA")
beneficially owns a majority interest in Equitable. As a group, The
Mutuelles AXA controls AXA in AXA's capacity as a parent holding company
with respect to AXA Rosenberg (U.S.) ("AXA Rosenberg").
AXA Rosenberg owns 795,301 Shares.
(3) Capital Guardian Trust Company disclaims beneficial ownership in the
2,412,000 Shares, as such Shares are owned by accounts managed by
Capital Guardian Trust Company.
(4) As a group, Tweedy, Browne Company LLC owns 1,909,156 Shares, TBK
Partners, L.P. owns 166,700 Shares and Vanderbilt Partners, L.P. owns
30,000 Shares. Each of such entities disclaims beneficial ownership of
the Shares held by the others.
<PAGE>
Management
The following table sets forth certain information as of March 29, 1999,
with respect to the number of Shares owned by (i) each director of DTAG (with
the exception of Thomas P. Capo who owns no Common Stock), (ii) each named
executive officer of the Company, and (iii) all directors and named executive
officers of the Company as a group:
<TABLE>
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership (1) Percent of Class (2)
- ------------------- --------------------------- --------------------
<S> <C> <C> <C>
Joseph E. Cappy 138,212 (3) Less than 1%
Donald M. Himelfarb 31,067 (4) Less than 1%
Gary L. Paxton 36,715 (5) Less than 1%
Steven B. Hildebrand 24,767 (6) Less than 1%
Peter G. Guptill 16,649 (7) Less than 1%
Edward J. Hogan 7,418 (8) Less than 1%
The Hon. Edward C. Lumley 3,418 (9) Less than 1%
John C. Pope 9,907 (10) Less than 1%
John P. Tierney 9,354 (11) Less than 1%
Edward L. Wax 6,016 (12) Less than 1%
All executive officers and directors 283,523 1.2%
as a group
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</TABLE>
(1) The Securities and Exchange Commission ("SEC") deems a person to have
beneficial ownership of all shares, which that person has the right to
acquire within sixty (60) days. Accordingly, Shares subject to options
exercisable within sixty (60) days are included in this column.
(2) Based on 24,125,941 Shares outstanding.
(3) Consists of (i) 53,400 Shares owned of record by Mr. Cappy, (ii) 9,912
performance shares under DTAG's Long Term Incentive Plan ("Performance
Shares") which will be forfeited if Mr. Cappy does not remain employed
by DTAG through January 31, 2001, the date of vesting, (iii) 46,600
Shares subject to options, and (iv) 28,300 Shares owned of record by Mr.
Cappy's spouse.
(4) Consists of (i) 2,500 Shares owned of record by Mr. Himelfarb, (ii)
5,367 Performance Shares awarded which will be forfeited if Mr.
Himelfarb does not remain employed by Thrifty through January 31, 2001,
the date of vesting, and (iii) 23,200 Shares subject to options.
(5) Consists of (i) 7,500 Shares owned of record by Mr. Paxton, (ii) 3,948
Performance Shares awarded which will be forfeited if Mr. Paxton does
not remain employed by Dollar through January 31, 2001, the date of
vesting, and (iii) 25,267 Shares subject to options.
<PAGE>
(6) Consists of (i) 2,000 Shares owned of record by Mr. Hildebrand, (ii)
3,000 Performance Shares awarded which will be forfeited if Mr.
Hildebrand does not remain employed by DTAG through January 31, 2001,
the date of vesting, and (iii) 19,767 Shares subject to options.
(7) Consists of (i) 1,000 Shares owned of record by Mr. Guptill, (ii) 1,282
Performance Shares awarded which will be forfeited if Mr. Guptill does
not remain employed by Dollar through January 31, 2001, the date of
vesting, and (iii) 14,367 Shares subject to options.
(8) Consists of (i) 6,418 Shares owned of record by Mr. Hogan, and (ii)
1,000 Shares subject to options.
(9) Consists of (i) 2,418 Shares owned of record by Mr. Lumley, and (ii)
1,000 Shares subject to options.
(10) Consists of (i) 6,000 Shares owned of record by Mr. Pope, (ii) 2,907
Shares subject to a deferral agreement between DTAG and Mr. Pope, and
(iii) 1,000 Shares subject to options.
(11) Consists of (i) 6,000 Shares owned of record by Mr. Tierney, (ii) 2,354
Shares subject to a deferral agreement between DTAG and Mr. Tierney, and
(iii) 1,000 Shares subject to options.
(12) Consists of (i) 2,200 Shares owned of record by Mr. Wax, (ii) 2,816
Shares subject to a deferral agreement between DTAG and Mr. Wax, and
(iii) 1,000 Shares subject to options.
EXECUTIVE COMPENSATION
Report of Human Resources and Compensation Committee on Executive Compensation
This report explains DTAG's executive compensation program. The HR&C
Committee, which is comprised solely of non-employee directors, determines the
compensation of senior executives of the Company.
Compensation Philosophy
DTAG's executive compensation program is a critical part of the
effective management of its key executives. The program rewards senior
management for building long-term stockholder value. It is designed to:
o Establish a comparative framework of companies for pay/performance
analysis
o Maintain a strong relationship between performance and awards
o Communicate a link between pay and performance
o Encourage stock ownership and focus on the use of equity-based
incentives
o Balance all compensation components to create a total pay program based
on specific performance goals
Stock Ownership Guidelines
DTAG maintains stock ownership guidelines to more closely align the
interests of executives with those of stockholders. The stock ownership
guidelines, which are being phased in to apply in January 2003, are as follows:
o The Chief Executive Officer of DTAG is required to own Shares
valued at not less than four times annual base salary
<PAGE>
o The Presidents of Dollar and Thrifty and the Chief Financial
Officer of DTAG are each required to own Shares valued at not
less than three times annual base salary
o Executives at the next level (generally Executive Vice
Presidents) are required to own Shares valued at not less than
two times annual base salary
o Executives at the next level (generally Vice Presidents) are
required to own Shares at least equal in value to annual base
salary
o Executives at the next level (generally Staff Vice Presidents)
are required to own Shares valued at not less than one half of
annual base salary
However, any employee of the Company who also serves on the DTAG Board is
required to own a higher threshold of Shares valued at not less than five times
annual base salary. This would currently apply to Messrs. Cappy, Himelfarb and
Paxton.
The HR&C Committee will monitor compliance with these guidelines
periodically both during and after the phase in is completed.
Components of Executive Compensation Program
The Company's executive compensation program has four components: base
salary, incentive compensation cash bonuses, long-term Share incentive
compensation and supplemental retirement benefits. The following is a summary of
the considerations underlying each component.
Base Salary
The HR&C Committee establishes base salaries for executive
officers in relation to base salaries paid by a group of companies which were
compared to the Company because they were similarly sized service companies in
terms of corporate revenues, or had operations in the local geographic job
market, or were vehicle rental industry peers. Base salaries may vary depending
on factors such as responsibility, current performance and tenure.
Base salary ranges for the Company's executive officers,
including those named in the Summary Compensation Table below, were generally
targeted at the midpoint range of salary survey results. For this purpose, the
Company uses compensation survey information from the above described comparison
companies supplied by nationally recognized compensation consulting firms. Other
information concerning overall compensation levels and forms, such as total cash
compensation and stock-based award information, is also used by the HR&C
Committee in making compensation decisions.
The HR&C Committee considers annually merit increases for all
officers. For 1998, the merit increase fund approved for executive employees was
at the 4% level. This target was approved after a review of survey data
indicating that estimated 1998 base salary increases for executives would be
approximately 4%. Within this framework, base salary increases for the Company's
executive officers ranged from 3.2 to 5%, excluding structural increases.
Specific increases for individual officers involve consideration of certain
subjective factors, principally the performance of such executive over the prior
compensation period.
<PAGE>
Incentive Compensation Cash Bonuses
The Company's annual incentive compensation plan is a cash bonus
plan designed to provide performance based compensation awards to executives for
achievement during the past year. Pretax profit objectives are established for
Dollar, Thrifty and DTAG. These objectives range from a minimum threshold to
earn a partial award to a maximum award. Annual awards to senior executives are
based upon individual operating company performance, except for DTAG executives
whose awards are based on consolidated performance. For 1999, the Presidents of
Dollar and Thrifty will also be awarded based on consolidated DTAG performance.
For the 1998 fiscal year, the Company paid bonuses to 43
executives based on achievement of objectives under the plan.
Long-Term Incentive Compensation
DTAG has adopted a long-term incentive plan (the "LTIP"). The
LTIP is intended to provide Share incentives to officers and other key employees
of the Company that serve to align their interests with those of stockholders.
Under the LTIP, the Board, upon recommendation of the HR&C Committee, is
authorized to award: (i) stock options (including both non-qualified stock
options and incentive stock options), (ii) stock appreciation rights, (iii)
restricted stock, (iv) Performance Share awards, and (v) other stock-based
incentive awards. A total of 10% of the outstanding Shares of DTAG (2,412,798
Shares) are authorized for issuance under the LTIP. If the number of outstanding
Shares increases, 10% of the amount of newly issued Shares is automatically
reserved for issuance under the LTIP. A total of 1,773,534 Shares were reserved
for awards made at December 31, 1998. Awards under the LTIP were generally made
in January and September 1998, with some grants made at other times based on
individual employment circumstances.
In January 1998, stock option awards for 1,184,600 Shares were
approved for approximately 170 employees, including each of the named executive
officers, at an exercise price per Share equal to the initial public offering
price for Shares of $20.50. Such options become exercisable in three equal
annual installments commencing on the first anniversary of the grant date. Under
certain circumstances, including a change in control of DTAG, the options would
be exercisable immediately.
Also in January 1998, 142,000 Performance Share awards were
approved for granting to Company officers and certain key employees, including
each of the named executive officers. Such awards established a target number of
shares that may be earned in three equal annual installments commencing on the
first anniversary of the grant date. The number of Performance Shares ultimately
earned by a grantee would be expected to range from zero to 200% of the
grantee's target award, depending on the level of corporate performance each
year against profit and stock price appreciation targets established on the
grant date. Any Performance Share installments not earned in relation to the
annual fiscal period would be forfeited. Performance Shares earned would be
delivered to the grantee on January 31, 2001, provided the grantee is then
employed by the Company. Under certain circumstances, including a change in
control of DTAG, the Performance Shares earned would be delivered immediately.
Values of the Performance Shares earned will be recognized as compensation
expense over the vesting period of the grants.
In September 1998, stock option awards for 485,700 Shares were
approved for approximately 170 employees, including each of the named executive
officers, at an exercise price of $10.50 per Share. These options vest in three
equal annual installments commencing September 30, 1999 and expire on September
30, 2008. Under certain circumstances, including a change in control of DTAG,
the options would be exercisable immediately.
Nationally recognized compensation consultants were retained to
analyze incentive practices of the publicly traded car rental companies and
other organizations that have recently completed an initial public offering.
Their recommendations were considered in setting the design and size of the
stock option and performance share grants. As is typical for executive
compensation practices, the Chief Executive Officer was made eligible for the
largest award, and the remaining employees were tiered downward.
Supplemental Retirement Benefits
In December 1994, Pentastar Services, Inc., predecessor to DTAG,
adopted a deferred compensation plan (the "Deferred Compensation Plan") to
provide a means by which certain executives of the Company may elect to defer
receipt of specified percentages or amounts of their compensation, to provide a
means for certain other deferrals of compensation, and to encourage such
employees to remain in the employ of the Company. The Company has established a
so-called "rabbi trust" to provide a source of payment for benefits under the
Deferred Compensation Plan. The Company will make contributions to the Deferred
Compensation Plan in addition to elective deferrals of compensation by
executives.
In December 1998, DTAG adopted a new retirement plan (the
"Retirement Plan") to provide a means by which the Company can provide
retirement income to key executives to encourage them to remain in the employ of
the Company. Another rabbi trust has been created to provide a source for
payment of benefits under the Retirement Plan. The Company will make
contributions to the Retirement Plan.
Compensation for the Chief Executive Officer
Under Joseph E. Cappy's leadership in 1998, the Company achieved record
results in revenues and profits. Total revenue for 1998 was $898.4 million,
compared to $843.8 million in 1997, a 6.5% increase. Further, net income for
1998 was $37.7 million, or $1.56 per Share, an increase of 108.8% and 73.3%,
respectively, over 1997 results. In addition, the HR&C Committee was pleased
with Mr. Cappy's leading the Dollar and Thrifty organizations to find synergies
and cost savings realizable by working together.
In 1997, Mr. Cappy received all of his compensation from
DaimlerChrysler. In establishing each of the components of Mr. Cappy's
compensation for 1998, the HR&C Committee relied on information developed from
compensation surveys with the assistance of a nationally recognized compensation
consulting firm. Mr. Cappy's base salary, as reported in the Summary
Compensation Table below, was determined by the HR&C Committee based upon
independent analysis of the midpoint range utilizing compensation surveys.
As reported in the Summary Compensation Table below, in 1998, Mr. Cappy
received an annual incentive compensation cash bonus based upon achievement of
pretax operating profit objectives. Mr. Cappy was also granted options to
purchase 194,500 Shares of DTAG Common Stock and 41,300 Performance Shares based
upon the factors cited in studies prepared by nationally recognized compensation
consulting firms.
Compensation Committee Interlocks and Insider Participation
There exist no interlocks or insider participation with respect to the
HR&C Committee for DTAG to report.
Federal Income Tax Liability
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"IRC"), limits the amount the Company can deduct for compensation paid to the
Chief Executive Officer and the other four most highly-compensated executive
officers of the Company. However, performance based compensation that meets
certain requirements of the IRC are not subject to this limit. The LTIP is a
performance based plan. It is the intention of the HR&C Committee to continue to
preserve the deductibility of executive compensation to the extent reasonably
practicable and comply to the extent practicable. However, there may be
occasions when the payment of non-deductible compensation might be appropriate.
Conclusion
The HR&C Committee is responsible to the Board, and by extension to the
stockholders, for ensuring that officers are compensated in a manner that is
compatible with the Company's business strategies, thereby aligning the
officers' interests with those of long-term investors. We believe the current
methodology governing executive compensation standards will prove beneficial to
the Company, its stockholders, its customers and the communities served.
THE HUMAN RESOURCES AND
COMPENSATION COMMITTEE
The Hon. Edward C. Lumley, Chairman
John C. Pope
Edward L. Wax
March 25, 1999
<PAGE>
Summary Compensation Table
The following table provides certain summary information concerning
compensation of DTAG's Chief Executive Officer and each of the named executive
officers of the Company for fiscal years ended December 31, 1998 and 1997:
<TABLE>
Annual Compensation Long Term Compensation
------------------- ----------------------
Name and Principal Securities Underlying All Other
Position Year Salary ($) Bonus ($) Options Compensation (1)
-------- ---- ---------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Joseph E. Cappy, 1998 $450,000 $499,500 194,500 $33,836
Chairman of the 1997 -- -- -- --
Board, Chief Executive
Officer and President (2)
Gary L. Paxton, 1998 $273,300 $217,274 105,800 $318,313
Executive Vice President 1997 $260,300 $244,031 -- $273,839
and President - Dollar
Donald M. Himelfarb, 1998 $243,200 $228,000 96,800 $188,248
Executive Vice President 1997 $233,700 -- -- $ 80,561
and President - Thrifty
Steven B. Hildebrand, 1998 $225,000 $187,313 82,500 $118,650
Vice President and 1997 $169,500 $ 30,510 -- $ 69,643
Chief Financial Officer
Peter G. Guptill, 1998 $211,276 $134,372 59,100 $203,811
Executive Vice President 1997 $201,200 $ 88,025 -- $ 75,687
Dollar Florida Region
- -----------
</TABLE>
(1) Represents (i) the amounts distributed under the discontinued executive
retention plans of Dollar and Thrifty Rent-A-Car System, Inc., the final
portion of which is payable in 2000, (ii) the Company's contributions to
its qualified and non-qualified defined contribution plans, including
supplemental retirement plans, and (iii) life and disability insurance
premiums.
(2) During 1997 Mr. Cappy served as an officer of DTAG and DaimlerChrysler
but received all of his compensation from DaimlerChrysler.
<PAGE>
Option Grants in Last Fiscal Year
The following table provides certain summary information concerning
stock option grants made to DTAG's Chief Executive Officer and each of the named
executive officers of the Company for the fiscal year ended December 31, 1998:
<TABLE>
% of Total
Number of Securities Options Granted Excercise or
Underlying Options to Employees Base Price Expiration Grant Date
Name Granted in Fiscal Year ($/Sh) Date Present Value($)(1)
---- ----------- -------------- ------ ---- -------------------
<S> <C> <C> <C> <C> <C>
Joseph E. Cappy 139,800 8.3% 20.50 12/31/2007 1,156,388
54,700 3.2% 10.50 09/30/2008 232,243
Gary L. Paxton 75,800 4.5% 20.50 12/31/2007 626,997
30,000 1.8% 10.50 09/30/2008 127,373
Donald M. Himelfarb 69,600 4.1% 20.50 12/31/2007 575,713
27,200 1.6% 10.50 09/30/2008 115,484
Steven B. Hildebrand 59,300 3.5% 20.50 12/31/2007 490,513
23,200 1.4% 10.50 09/30/2008 98,501
Peter G. Guptill 43,100 2.6% 20.50 12/31/2007 356,518
16,000 1.0% 10.50 09/30/2008 67,932
- -----------
</TABLE>
(1) All options are granted at an exercise price equal to the market value
of DTAG's Common Stock on the date of grant, except that the initial
grants were made at the initial public offering price as had been stated
in DTAG's prospectus. Accordingly, if there is no appreciation in market
value, no value will be realizable. In accordance with SEC rules, the
Black-Scholes option valuation model was used to estimate the fair value
of the options at the date of grant, using the following assumptions:
weighted-average expected life of the awards of five years, volatility
factor of 37.5%, risk-free interest rate of 4.74% and no payment of
dividends. The Black-Scholes option valuation model was developed for
use in estimating the fair value of traded options, which have no
vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions,
including the expected stock volatility. The Company utilized the
services of a nationally recognized compensation consultant for
assistance in developing the Black-Scholes option valuations. However,
the Company does not believe that the Black-Scholes model, or any other
valuation model, is a reliable method of computing the present value of
the Company's employee stock options. The value ultimately realized, if
any, will depend on the amount that the market price of the stock
underlying the option exceeds the exercise price on the date of
exercise.
<PAGE>
Long-Term Incentive Plans - Awards in Last Fiscal Year
The following table provides certain summary information concerning
awards granted under DTAG's LTIP to DTAG's Chief Executive Officer and each of
the named executive officers of the Company for the fiscal year ended December
31, 1998:
<TABLE>
Number of Shares, Units Performances or Other Period Until
Name or Other Rights Maturation or Payout (1)
- ---- ------------------- ------------------------
<S> <C> <C>
Joseph E. Cappy 41,300 3 years maximum
Gary L. Paxton 19,100 3 years maximum
Donald M. Himelfarb 16,100 3 years maximum
Steven B. Hildebrand 12,500 3 years maximum
Peter G. Guptill 6,200 3 years maximum
- ----------
</TABLE>
(1) The Performance Shares will be earned over a three-year period
contingent upon annual performance measures for profit performance
relative to plan and appreciation in stock price in each of the three
years (with a reset each year to then current stock price). The
Performance Shares will vest on January 31, 2001. The following schedule
describes the Performance Share plan:
Performance Period Shares Earned/Granted Shares Vest
------------------ --------------------- -----------
Jan-December 1998 January 1999 January 2001
Jan-December 1999 January 2000 January 2001
Jan-December 2000 January 2001 January 2001
Employment Continuation Agreement and Plan
In September 1998, DTAG entered into an Employment Continuation
Agreement with Mr. Cappy. The agreement provides for benefits to be paid to Mr.
Cappy upon termination of his employment following a change in control of DTAG
subject to certain requirements contained in the agreement. The agreement was
filed as an exhibit to DTAG's Quarterly Report on Form 10-Q for the third
quarter ended September 30, 1998.
In September 1998, DTAG also established the Employment Continuation
Plan for Key Employees. The plan provides for benefits to be paid to certain
employees upon termination of their employment following a change in control of
DTAG subject to certain requirements contained in the plan. The plan currently
covers 44 employees of the Company. The plan was filed as an exhibit to DTAG's
Quarterly Report on Form 10-Q for the third quarter ended September 30, 1998.
<PAGE>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following graph compares the cumulative total stockholder return on
DTAG Common Stock with the cumulative total return on the Russell 2000 Index and
DTAG's Peer Group Index. DTAG's Peer Group includes The Hertz Corporation, Avis
Rent A Car, Inc., Budget Group, Inc. and Republic Industries, Inc.
The results are based on an assumed $100 invested on December 17, 1997,
and reinvestment of dividends through December 31, 1998.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Dollar Thrifty Automotive Group, Peer Group Index and Russell 2000 Index
(Graph Omitted)
<TABLE>
12/17/97 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
-------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Dollar Thrifty Automotive 100.00 100.00 109.76 64.63 56.73 62.83
Peer Group Index 100.00 101.82 113.05 107.54 75.50 78.31
Russell 2000 Index 100.00 100.00 110.06 104.93 83.79 97.20
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DaimlerChrysler has certain material continuing financial and commercial
arrangements with the Company. Thomas P. Capo, a director of DTAG, is a Vice
President and Treasurer of DaimlerChrysler.
In December 1997, in connection with DTAG's separation from
DaimlerChrysler and closing of the initial public offering, DaimlerChrysler
provided $38.2 million of credit support for the Company's vehicle fleet
financing in the form of a letter of credit facility. The credit support was
reduced to $28.6 million (the "Initial Support Amount") upon receipt of Share
proceeds due to exercise of an underwriter over-allotment option in January
1998. The Initial Support Amount will decline annually, beginning September 30,
1999, by the greater of 20% of the Initial Support Amount or 50% of the
Company's excess cash flow. To secure reimbursement obligations under the
DaimlerChrysler credit support agreement, DaimlerChrysler has liens and security
interests on certain assets of the Company.
In addition, DaimlerChrysler has been the Company's principal supplier
of vehicles. In 1996, DaimlerChrysler began operating under separate five-year
vehicle supply arrangements that were formalized in 1996 and 1997 in separate
vehicle supply agreements with Dollar and Thrifty Rent-A-Car System, Inc.
("VSAs"). DaimlerChrysler has agreed to make specified volumes of
DaimlerChrysler vehicles available through July 2001. DaimlerChrysler has agreed
to make various promotional payments under the VSAs, some of which vary based on
the volume of vehicles purchased. These payments are material to the Company's
results of operations.
The Hon. Edward C. Lumley, a director of DTAG, is the Vice-Chairman of
Nesbitt Burns. In February 1999, Nesbitt Burns assisted TCL in a fleet
securitization for its Canadian vehicles. A one-time structuring fee was paid to
Nesbitt Burns at closing. Additional program fees will be paid to Nesbitt Burns
to cover placement, liquidity and administration fees during the five-year term
of the arrangement.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Common Stock to file with the SEC initial reports of ownership and statements of
changes in ownership of Common Stock, as well as annual statements of ownership.
Based solely upon a review of forms furnished to the Company, during the fiscal
year ended December 31, 1998, John C. Pope, Edward L. Wax, The Hon. Edward C.
Lumley and Jeffrey A. Cerefice were each delinquent in filing one report on Form
4 covering for each individual one transaction by the required due date.
REPORT ON FORM 10-K/A
A copy of DTAG's Report on Form 10-K/A for the period ended December 31,
1998, filed with the SEC (including related financial statements and schedules)
is available to stockholders without charge, upon written request to Director of
Investor Relations, Dollar Thrifty Automotive Group, Inc., 5330 East 31st
Street, Tulsa, Oklahoma 74135.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The deadline for submitting proposals for the possible inclusion in next
year's proxy statement is not earlier than February 27, 2000 and not later than
March 28, 2000; provided, however, that in the event that less than 70 days
notice or prior public disclosure of the date of the Annual Meeting of
Stockholders is given or made to stockholders, then such proposals will be
considered if received not later than the tenth day following the day on which
the meeting date is disclosed. Proposals should be addressed to: Secretary,
Dollar Thrifty Automotive Group, Inc., 5330 East 31st Street, Tulsa, Oklahoma
74135.
OTHER MATTERS
As of the date of this Proxy Statement, the Board does not intend to
present any matter for action at the Annual Meeting of Stockholders other than
those set forth in the Notice of Annual Meeting. If any other matters properly
come before the meeting, the holders of the proxies will act in accordance with
their best judgment.
By Order of the Board of Directors
Stephen W. Ray
Secretary
Tulsa, Oklahoma
April 7, 1999
<PAGE>
APPENDIX A
(FRONT SIDE OF PROXY)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
PROXY
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders
May 27, 1999
The undersigned stockholder of Dollar Thrifty Automotive Group, Inc., a
Delaware corporation, hereby appoints Paula A. Kuykendall or Pamela S. Peck, or
either of them voting singly in the absence of the other, attorneys and proxies
with full power of substitution and revocation, to vote all shares of Common
Stock of Dollar Thrifty Automotive Group, Inc. which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of said corporation to be held at
the Williams Presentation Center Theatre, 2 East First Street, Tulsa, Oklahoma
74172, on May 27, 1999, at 11:00 a.m., C.D.T., or any adjournment thereof, in
accordance with the following instructions.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, the proxy will be voted "FOR" all nominees
in Proposal No. 1 and "FOR" Proposal No. 2.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE
NOMINEES AND THAT STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 2.
YOUR VOTE IS IMPORTANT. PLEASE VOTE BY MARKING, SIGNING AND DATING THIS
PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side)
----------------------------------------------------------
(REVERSE SIDE OF PROXY)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
Please mark vote in oval in the following manner using dark ink only: / /
1. ELECTION OF DIRECTORS:
Nominees: Joseph E. Cappy, Donald M. Himelfarb, Gary L. Paxton, Thomas
P. Capo, Edward J. Hogan, The Hon. Edward C. Lumley, John C. Pope,
John P. Tierney and Edward L. Wax.
<TABLE>
<S> <C> <C>
FOR WITHHOLD INSTRUCTION: To withhold authority
all nominees listed Authority to vote to vote for any individual nominee,
above(except as indicated for all nominees write that nominee's name in the space
in the space provided) / / listed above / / provided below.
-----------------------------------
(Name(s) of Nominee(s))
</TABLE>
<PAGE>
2. Ratification of Deloitte & Touche LLP as independent auditors for 1999.
FOR / / AGAINST / / ABSTAIN / /
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and of the Proxy Statement.
Dated: ________________________, 1999
____________________________________
Signature
_____________________________________
Signature, if held jointly
Please sign exactly as your name appears hereon. 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 an authorized officer. If a partnership, please
sign in partnership name by an authorized person.
