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 Section 240.14a-11(c) or Section
240.14a-12
. . . . . . . . . . . . . . GALAXY ENTERPRISES, INC . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PROXY
GALAXY ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John J. Poelman and Frank C. Heyman, and each of
them as Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of Common Stock of the
Corporation held of record on April 19, 1999, by the undersigned at the Annual
Meeting of Shareholders to be held at 890 North Industrial Park Dr., Orem, Utah
84057, on May 27, 1999, at 10:00 a.m. local time, or at any adjournment thereof.
(To Be Signed on Reverse Side.)
__
/_X/ Please mark your
votes as in this
example.
Nominees: John J. Poelman
Brandon B. Lewis
Frank C. Heyman
Darral G. Clarke
B. Ray Anderson
FOR WITHHELD FOR AGAINST ABSTAIN
__ __ __ __ __
1. Election of /__/ /__/ 2. In their discretion, the /__/ /__/ /__/
Directors Proxies are authorized to
vote upon such other business
as may properly come before
the Annual Meeting.
(INSTRUCTION: To withhold authority THIS PROXY WHEN PROPERLY EXECUTED
to vote for any individual nominee, WILL BE VOTED IN THE MANNER DIRECTED
write that nominee's name on the HEREIN BY THE UNDERSIGNED SHAREHOLDER.
space provided below.) IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES OF THE
BOARD OF DIRECTORS PROPOSALS 1 AND 2.
Please sign and date this Proxy where shown below and return it promptly:
No postage is required if this Proxy is returned in the enclosed envelope and
mailed in the United States
SIGNATURE(S) ____________________________________________ DATE _____________
(Note: Please sign above exactly as the shares are issued. 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.)
<PAGE>
GALAXY ENTERPRISES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1999
To the Shareholders:
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Galaxy Enterprises, Inc. ("the Company") will be held at 890 North Industrial
Park Dr., Orem, Utah 84057, on May 27, 1999, at 10:00 a.m. local time, for the
following purposes:
1. To elect five directors, each to serve a one year term, and until
each of their successors is elected and shall qualify; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April
19, 1999, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting of Shareholders, and only
shareholders of record at such date will be so entitled to notice and to vote.
Your vote is important. Please sign and date the enclosed Proxy and return it
promptly in the enclosed return envelope whether or not you expect to attend the
meeting. You may revoke your Proxy and vote in person should you decide to
attend the meeting.
By Order of the Board of Directors,
Frank C. Heyman, Secretary
April 23, 1999
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN,
AND RETURN THE ENCLOSED PROXY WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. A PROXY IS REVOCABLE AT ANY TIME PRIOR TO THE VOTING OF THE PROXY, BY
WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION OR BY VOTING IN PERSON AT THE
MEETING.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
GALAXY ENTERPRISES, INC.
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Galaxy Enterprises, Inc.
("the Company") for the Annual Meeting of Shareholders ("Annual Meeting") of the
Company to be held on May 27, 1999. The Shareholders of the Company will
consider and vote upon the proposals described herein and referred to in the
Notice of the Meeting accompanying this Proxy Statement.
The close of business on April 19, 1999, has been fixed as the
record date for the determination of the shareholders entitled to notice of, and
to vote at, the Annual Meeting. On such date there were outstanding and entitled
to vote 5,700,844 shares of Common Stock. Each share of Common Stock is entitled
to one vote on each matter to be considered at the Annual Meeting. For a
description of the principal holders of such stock, see "PRINCIPAL HOLDERS OF
COMMON STOCK" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying the
contrary will be voted in favor of the Board of Directors' nominee for director
of the Company.
The Proxies being solicited by the Board of Directors may be
revoked by any shareholder giving the Proxy at any time prior to the Annual
Meeting by giving notice of such revocation to the Company, in writing, at the
address of the Company provided below. The Proxy may also be revoked by any
shareholder giving such Proxy who appears in person at the Annual Meeting and
advises the Chairman of the meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 890
North Industrial Park Dr., Orem, Utah 84057. This Proxy Statement and the
enclosed Proxy are being furnished to shareholders on or about April 28, 1999.
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of April 15, 1999,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the Company's outstanding Common Stock, (ii) each director and
nominee for director, (iii) each of the executive officers named in the Summary
Compensation Table under "Executive Compensation", and all officers and
directors of the Company as a group.
Number of Shares
Beneficial Owner Beneficially Owned(1) Percent of Class(2)
- --------------------------------- ------------------------ ---------------------
John J. Poelman 1,020,213(3) 17.8%
4009 N. Quail Run Drive
Provo, UT 84604
Brandon B. Lewis 41,000(4) .7%
2952 West 1060 North
Provo, UT 84601
Frank C. Heyman 30,000(5) .5%
8468 Jardim Way
Sandy, UT 84093
Darral G. Clarke 10,000(6) .2%
4102 N. Quail Run Drive
Provo, UT 84604
R. Ray Anderson 11,500 .2%
34300 Lantern Bay Drive
Dana Point, CA 92629
Sue Ann Cochran 302,000 5.3%
2952 West 1060 North
Provo, UT 84601
All officers and 1,111,213(7) 19.1%
directors as a group
(5 persons)
- --------
(1) Except as otherwise indicated, all shares are directly owned with voting and
investment power held by the person named. Amounts shown include, where
applicable, shares subject to presently exercisable options.
(2) The percentage includes shown for each beneficial owner is calculated based
upon the outstanding Common Stock, including shares of Common Stock subject to
presently exercisable options held by such beneficial owner which are deemed to
be outstanding.
(3) Includes 40,000 shares subject to presently exercisable options. Does not
include 300 shares of Company Stock owned by two of Mr. Poelman's adult children
who reside with him.
(4) Includes 30,000 shares subject to presently exercisable options.
(5) Includes 30,000 shares subject to presently exercisable options.
(6) Includes 10,000 shares subject to presently exercisable options.
(7) Includes 110,000 shares subject to presently exercisable options.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of
Directors has fixed its number at five members. The incumbent directors were
elected at the last annual meeting to each serve a one year term.
At the Annual Meeting, the five directors listed below, will stand
for election, each to serve a one year term and thereafter until his successor
is elected and shall qualify.
In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxy's FOR the election of the nominees listed
below, unless otherwise specified in the Proxy. The Board of Directors has no
reason to believe that its nominees will be unable to serve, but if any of the
nominees should be unable to serve, the Proxy will be voted for such other
persons as the Board of Directors shall recommend.
Certain information concerning the nominees to the Board of
Directors.
<TABLE>
<CAPTION>
Served As
Nominee Age Company Position Held Director Since
<S> <C> <C> <C>
John J. Poelman 56 President, CEO and Director 1996
Brandon B. Lewis 27 Executive Vice President-Sales and Marketing, COO and Director 1996
Frank C. Heyman 61 Vice President, CFO, Secretary, Treasurer and Director 1997
Darral G. Clarke 58 Director 1998
R. Ray Anderson 65 Director 1998
</TABLE>
Compensation of Directors
The Company pays its Board members directors' fees of $500 per
meeting and reimburse them for their reasonable expenses in attending Board
meetings. The Company does not pay any fees for attendance at committee
meetings. Non-employee Board members each received ten year options to purchase
10,000 shares of the Company's Common Stock in 1998. The options were granted at
market value as of the date of grant.
Board and Committee Meetings
There were three meetings of the Board of Directors held
during the last fiscal year. All of the directors attended at least 75 percent
of the meetings. For a description of directors' attendance fees, see "EXECUTIVE
COMPENSATION -- Compensation of Directors", below. The Board of Directors has
established a Compensation Committee whose members are John J. Poelman, Brandon
B. Lewis and Frank C. Heyman. The Committee met once in 1998.
Executive Officers, Directors and Significant Employees
Certain information regarding the business experience of the
current executive officers, directors and significant employees is set forth
below:
JOHN J. POELMAN. Mr. Poelman is the President, Chief Executive
Officer and a Director of the Company. He has served as an officer and director
of the Company since December 1996. His past business experience includes
seventeen years with AM International, Inc. where he served as director of
manpower development and training, Chief Operating Officer for Newcastle
Financial Corporation, a regional company specializing in estate and financial
planning.
BRANDON B. LEWIS. Mr. Lewis is the Executive Vice
President-Sales and Marketing, Chief Operating Officer and a Director of the
Company. He has served an officer and/or director of the Company since December
1996. He is a graduate of Brigham Young University with a B.S. degree in
English. His past business experience includes employment from May 1992 to
August 1994 as Collection Manager for Co-Op Communications, Inc., a company
specializing in "dial-one long distance". From August 1994 to September 1997 he
was employed as Vice President of Marketing and Director of Sales for Profit
Education Systems, Inc.
FRANK C. HEYMAN. Mr. Heyman is a Vice President, Secretary,
Treasurer and Chief Financial Officer and a Director of the Company. He has
served as an officer and director of the Company since July 1997. He is a
graduate of the University of Utah with a B.S. degree in accounting. Prior to
1992, Mr. Heyman served for twelve years as Chief Financial Officer for
Scan-Tron Corporation, a manufacturer of optical mark reading equipment used in
test scoring by the educational community, followed by employment for five years
as Vice President and Chief Financial Officer of GC Industries, Inc., a
manufacturer of calibration systems for toxic gas monitors. From June 1992 to
May 1996, he served as Financial Vice President and Chief Financial Officer and
a Director of NYB Corporation, a manufacturer of women's sports clothing. From
June 1996 to April 1997 he was employed as Controller of Provider Solutions,
Inc., a business consulting firm.
DARRAL G. CLARKE. Mr. Clarke is a Director of the Company and
has served as such since June 1998. He obtained his A.B. from the University of
Utah, M.S. from Ohio State University and a Ph.D. from Purdue University. During
the periods 1972 to 1976 and from 1981 to 1986, Mr. Clarke was a faculty
professor at Harvard University's School of Business, and has served as a
visiting professor at the University of Chicago. From 1986 to the present, he
has been the G. Dennis O'Brien Professor of Management at Brigham Young
University, and served as the Director of its MBA program during 1990-1992.
R. RAY ANDERSON. Mr. Anderson is a Director of the Company and
has served as such since June 1998. He obtained his B.S. degree from Brigham
Young University and his J.D. from George Washington University School of Law.
From 1988 to 1992 he was the president of Fenton Enterprises, a confections
manufacturer. From March 1992 to December 1998, he served as general counsel to
Western Dental Services, Inc., a dental health maintenance organization. He is
presently engaged in the private practice of law in Southern California.
Vicki Bullio Poelman, the wife of John J. Poelman, is a
significant employee who manages the Company's customer service operations.
There are no other family relationships among the Company's executive officers,
directors and significant employees.
Officers of the Company serve at the discretion of the Board
of Directors or until the next annual meeting of directors.
Compliance with Section 16(a) of the Exchange Act
The Company was not subject Section 16(a) of the Exchange Act
during the most recent fiscal year.
EXECUTIVE COMPENSATION
Compensation Summary
The following table sets forth information concerning the cash
and non-cash compensation, paid or to be paid by the Company to its chief
executive officer and to each of its executive officers named below, for the
three fiscal years ended December 31, 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Other Annual All Other
Name and Principal Salary Bonus Compensation(1) Stock Options Compensation(2)
Position Year ($) ($) ($) (Shares) ($)
- ------------------------------------ ---------- ----------- ----------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
John J. Poelman, 1998 75,000 0 200,000 3,638
Chief Executive Officer 1997 0 0 0 3,638
1996 0 0 0 0
No other officer of the Company received total salary and bonus of $100,000 or more.
- --------
(1) The Company provides health, dental and other perquisites to each of its officers but they do not exceed the lesser of $50,000
or 10% of the officer's total annual salary and bonus.
(2) Included are amounts contributed by the Company for life insurance premiums.
</TABLE>
Employment Agreements
The Company has no written employment agreements with any of
its executive officers. Salaries for executive officers are subject to increases
and the payment of bonuses upon annual review by the Board of Directors.
Executive officers are entitled to certain fringe benefits, including medical
insurance and use of a vehicle provided by the Company. The officers reimburse
the Company for the personal use of Company provided vehicles.
Stock Option and Incentive Plans
1997 Stock Option Plan. The 1997 Stock Option Plan (the "1997
Plan") authorizes the grant of incentive and nonqualified stock options to
officers, directors, key employees, consultants and advisers. The 1997 Plan
covers a maximum of 1,000,000 shares of the Company's Common Stock, subject to
adjustment.
Options issued under the 1997 Plan may have an exercise price
at the fair market value on the date of grant and a term of not more than 10
years. Options are generally not transferable and are exercisable in accordance
with vesting schedules established by the Compensation Committee (the
"Committee") of the Board of Directors administering the Plan.
The Committee establishes with respect to each option granted
to an employee, and sets forth in the option agreement, the effect of the
termination of employment on the rights and benefits thereunder.
On March 31, 1999 there were 838,250 shares subject to options
outstanding under the 1998 Plan and 161,750 shares available for further
issuance.
Incentive Compensation Plan. The Company has adopted an
Incentive Compensation Plan for its executive officers. Executive officers may
receive bonuses ranging from 5 percent to 100 percent of base salary, if the
Company meets certain revenue and income goals. No payments were made to
executive officers in 1998 under the Incentive Plan. Other employees are subject
to various incentive company plans based on individual performance. The
executive officers determine what the plans will be and how and when they will
be paid.
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth a summary of certain stock
options granted to the Company's named officers during 1998.
Individual Grants
- ----------------- ----------- ---------------- ----------- ------------------
(a) (b) (c) (d) (e)
% of 921,250
Total Options
Options Granted to Exercise Expiration
Name Granted Employees in Price Date
(#) 1998 ($/Share)
================= =========== ================ ============ =================
John J. Poelman 200,000 21.7% $0.83 3/22/08
================= =========== ================ ============ =================
<TABLE>
<CAPTION>
Option Exercises During 1998 and
1998 Year-End Value Table
The following table sets forth certain information regarding the exercise and value of stock options held by the named
officers during 1998.
Aggregated Option Exercises in 1998 and 1998 Year-End Option Value
- ----------------------- ------------------- ----------------- --------------------------- -------------------------------
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Number of Unexercised Value of Unexercised
Shares Acquired Options at Fiscal Year-End In-the-Money Options at
Name on Exercise Value Realized Exercisable/Unexercisable Fiscal Year-End
Exercisable/Unexercisable
===================== =================== ================== ============================ ===============================
John J. Poelman -0- -0- 40,000/160,000 $126,800/507,200
===================== =================== ================== ============================ ===============================
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1998, the Company purchased certain telemarketing services
from American Marketing Systems, Inc. ("AMS"), a Nevada corporation. AMS
provides telemarketing services to various companies, including the Company. It
sold coaching (mentoring) services to Galaxy Mall merchants, and coaching
services and Company products to prospects who have not previously purchased
Company products. The Company paid AMS $1,441,800 in sales commissions in 1998.
John J. Poelman, President, Chief Executive Officer and a Director of the
Company is a 30% shareholder of AMS. In November 1998, the Company terminated
its relationship with AMS and engaged Professional Marketing International, an
unaffiliated third party, to provide these services.
The Company utilizes the services of Electronic Commerce
International, Inc. ("ECI"), a Utah corporation, which provides merchant
accounts and leasing services to small businesses. ECI processes the financing
of Company merchants' storefront leases and also wholesales software to the
Company used for on-line processing of credit card transactions. John J.
Poelman, President, Chief Executive Officer and a Director of the Company is the
sole stockholder of ECI. Total fees paid to ECI during 1998 totaled $306,400.
The Company also had a receivable from ECI for leases in process at December 31,
1998 of $38,910.
Effective October 1, 1997, the Company entered into a
nonexclusive three year consulting and marketing agreement with Gary Cochran,
the husband of Sue Ann Cochran, who owns approximately 5% of the Company's
outstanding stock. Compensation payable to Mr. Cochran is $60,000 per year
commencing January 1, 1998, and increasing 10% per year commencing the second
year and subsequent years. The Company further agreed to pay Cochran royalties
in various amounts on its sales of Cochran created training and Internet
educational materials. Payments to Mr. Cochran under this agreement totaled
$63,000 in 1998.
Effective May 1, 1998, the Company entered into a royalty and
consulting agreement with Profit Education Specialists ("PES"), a d/b/a of Gary
Cochran, whereby the Company agreed to pay PES a royalty on the Company's sales
of training manuals, audio tape presentations and related educational items on
marketing techniques for the Internet user created by PES. The term of the
agreement is for three years, and is renewable yearly thereafter provided the
Company continues to use or distribute PES materials. The Company paid PES
$60,500 for royalties under this agreement in 1998.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has recommended to the
Board of Directors that Wisan Smith Racker & Prescott, LLP be selected as the
independent public accountants for the Company. The Board of Directors has
accepted this recommendation and has selected Wisan Smith Racker & Prescott, LLP
to be the independent public accountants for the Company for the fiscal year
ending December 31, 1999. Wisan Smith Racker & Prescott, LLP served as the
Company's independent public accountants for the fiscal year ended December 31,
1998.
Representatives of Wisan Smith Racker & Prescott, LLP are
expected to attend the 1999 Annual Meeting and will have an opportunity to make
a statement if they desire to do so, and they will be available to answer
appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal at the 2000
Annual Meeting of Shareholders, the proposal must be received by Galaxy
Enterprises Inc., 890 North Industrial Park Dr., Orem, Utah 84057 prior to
January 31, 2000. The Board of Directors will review any proposal which is
received by that date and determine whether it is a proper proposal to present
to the 2000 Annual Meeting.
VOTE REQUIRED
A majority of the 5,700,844 issued and outstanding shares of
Common Stock of the Company shall constitute a quorum at the Annual Meeting.
Under the Company's Bylaws, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at the Annual Meeting
provided a quorum is present. The affirmative vote of at least a majority of the
shares represented at the meeting is required for all other proposals to come
before the meeting.. If a shareholder abstains from voting certain shares, those
shares will be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Abstentions, however, will not
be considered as votes cast either for or against a particular matter. The
Company intends to treat shares referred to as "broker non-votes" (i.e., shares
held by brokers or nominees as to which the broker or nominee indicates on a
proxy that it does not have discretionary authority to vote) as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Broker non-votes will not be considered as votes cast either for or
against a particular matter.
Votes cast by shareholders who attend and vote in person or by
proxy at the Annual Meeting will be counted by inspectors to be appointed by the
Company (it is anticipated that the inspectors will be employees, attorneys or
agents of the Company).
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
of the Company does not intend to present and has not been informed that any
other person intends to present, a matter for action at the Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
Proxies will act in accordance with their best judgment. The Board of Directors
may read the minutes of the last Annual Meeting of Shareholders and make
reports, but shareholders will not be requested to approve or disapprove such
minutes or reports.
In addition to the solicitation of Proxies by mail, certain of
the officers and employees of the Company, without extra compensation, may
solicit Proxies personally or by telephone. The Company will also request
brokerage houses, nominees, custodians and fiduciaries to forward soliciting
materials to the beneficial owners of Common Stock held of record and will
reimburse such persons for forwarding such material. The cost of this
solicitation of Proxies will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
(INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES) FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY WRITING
TO THE COMPANY, ATTENTION: INVESTOR RELATIONS, GALAXY ENTERPRISES, INC., 890
NORTH INDUSTRIAL PARK DR., OREM, UTAH 84057. Copies of the Company's 1999 Form
10-KSB without exhibits is being mailed with this Proxy Statement. Additional
copies may also be obtained by writing to the address given above.
The enclosed Proxy is furnished for you to specify your
choices with respect to the matters referred to in the accompanying notice and
described in this Proxy Statement. If you wish to vote in accordance with the
Board's recommendations, merely sign, date and return the Proxy in the enclosed
envelope, which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Date: April 23, 1999
Frank C. Heyman, Secretary
