LAMAR CAPITAL CORPORATION
401 SHELBY SPEIGHTS DRIVE
PURVIS, MISSISSIPPI 39475
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON MAY 11, 1999
TO THE STOCKHOLDERS OF
LAMAR CAPITAL CORPORATION:
NOTICE IS HEREBY GIVEN that, pursuant to call of its directors and in
compliance with its Bylaws, the regular annual meeting of stockholders of Lamar
Capital Corporation will be held at the Wilson Room located in the Purvis branch
office of the Company, #4 Highway 589, Purvis, Mississippi, on Tuesday, May 11,
1999, at 2:00 p.m., local time, for the purpose of considering and voting upon
the following matters:
1. Election of the seven (7) persons listed in the Proxy Statement
dated April 12, 1999, accompanying this notice as directors of Lamar Capital
Corporation;
2. To consider and act upon a proposal to ratify and approve the
selection of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ending December 31, 1999; and
3. Whatever other matters may be brought before the meeting or any
adjournment(s) thereof. Management knows of no other matters that may properly
be, or which are likely to be, brought before the meeting.
Only those stockholders of record at the close of business on March 25,
1999, shall be entitled to notice of and to vote at this meeting. We urge you to
sign and return the enclosed Proxy as soon as possible, whether or not you plan
to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman and Chief Executive Officer
Dated and Mailed at
Purvis, Mississippi
on or about April 12, 1999
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE>
TABLE OF CONTENTS
PAGE
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Election of Directors. . . . . . . . . . . . . . . . . . . . . . . . 1
Principal Stockholders and Stock Ownership of Management . . . . . . 3
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . 4
Certain Relationships and Related Transactions . . . . . . . . . . . 6
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . 7
Committees of the Board of Directors . . . . . . . . . . . . . . . . 7
Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Proposals of Stockholders. . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
PROXY STATEMENT FOR
LAMAR CAPITAL CORPORATION
DATED APRIL 12, 1999
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1999
This Proxy Statement is furnished to stockholders of Lamar Capital
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be voted at the Annual Meeting of Stockholders to be
held at the Wilson Room located in the Purvis branch office of the Company, #4
Highway 589, Purvis, Mississippi, on Tuesday, May 11, 1999, at 2:00 p.m., local
time, or any adjournment(s) thereof, for the purpose of considering and voting
upon the matters set out in the foregoing Notice of Annual Stockholders'
Meeting. The approximate date on which this Proxy Statement and form of proxy
are first being sent or given to stockholders is April 12, 1999.
Only those stockholders of record on the books of the Company at the close
of business on March 25, 1999, shall be entitled to notice of and to vote at the
meeting in person or by proxy. On that date, the Company had outstanding of
record 4,315,707 shares of common stock (the "Common Stock"). A majority of the
shares outstanding constitute a quorum. Each share is entitled to one (1) vote.
In the election of directors, each stockholder has cumulative voting rights, so
that a stockholder may vote the number of shares owned by him for as many
persons as there are directors to be elected, or he may multiply the number of
shares by the number of directors to be elected and allocate the resulting votes
to one or any number of candidates. For example, if the number of directors to
be elected is seven (7), a stockholder owning ten (10) shares may cast ten (10)
votes for each of seven (7) nominees, or cast seventy (70) votes for one (1)
nominee, or allocate the seventy (70) votes among several nominees.
Action on a matter is approved if the votes cast in favor of the action
exceed the votes cast opposing the action. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
meeting.
The cost of soliciting proxies from stockholders will be borne by the
Company. The initial solicitation will be by the Company through the mail.
Thereafter, proxies may be solicited by directors, officers and regular
employees of the Company, by means of telephone, telegraph or personal contact,
but without additional compensation therefor. The Company will reimburse brokers
and other persons holding shares as nominees for their reasonable expenses in
sending proxy soliciting material to the beneficial owners.
Shares of Common Stock represented by properly executed proxies, unless
previously revoked, will be voted at the meeting in accordance with the
instructions thereon. If no direction is indicated, such shares will be voted
FOR each nominee named below, for ratification of the selection of independent
auditors, and at the discretion of the persons named in the relevant proxy in
connection with any other business that may properly come before the meeting. A
proxy may be revoked by a stockholder at any time prior to the exercise thereof
by filing with the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date. A proxy shall be suspended if the
stockholder is present and elects to vote in person.
The 1998 Annual Report to stockholders of the Company, including audited
financial statements of the Company, is enclosed for the information of the
stockholders. The Annual Report and financial statements are not a part of the
proxy soliciting material.
ELECTION OF DIRECTORS
At the meeting, the stockholders will elect seven directors to hold office
until the 2000 Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified. The nominees listed below are all
currently directors of the Company.
NAME AGE POSITIONS WITH THE COMPANY
- ------------------------------ ----- ------------------------------
Robert W. Roseberry........... 48 Chairman and Chief Executive
Officer, Director
Jane P. Roberts............... 62 Vice Chairman and Secretary, Director
Kenneth M. Lott............... 44 President and Chief Operating
Officer, Director
O. B. Black, Jr............... 74 Director
William H. Jordan............. 78 Director
James R. Pylant............... 60 Director
Monty C. Roseberry............ 58 Director
<PAGE>
Robert W. Roseberry began his career with Lamar Bank ("the Bank") in 1971
and has served in numerous positions. In 1986, he became Chief Executive Officer
of the Bank and the Company. He has served as a director of the Bank since 1971
and as a director of the Company since its formation in 1986. Robert W.
Roseberry and Monty C. Roseberry are half-brothers.
<PAGE>
Jane P. Roberts has worked with the Bank for 35 years. She assumed her
current position of Vice Chairman in 1998. She has served as Secretary since
1986 and was the Secretary/Treasurer from 1986 to July of 1998. She has served
as a director of the Bank since 1981 and as a director of the Company since its
formation in 1986. Ms. Roberts and James R. Pylant are first cousins.
Kenneth M. Lott began his banking career at First Mississippi National
Bank in Hattiesburg in 1976. In 1988, he joined the Bank as Senior Vice
President. He assumed his present position of President and Chief Operating
Officer of the Company in July of 1998. He has served as a director of the
Company since 1992.
O. B. Black, Jr. has served as a director of the Company since its
formation in 1986. He was President of the Bank from 1975 to 1986 and retired as
Vice Chairman of the Bank in 1988.
William H. Jordan served as the Lamar County Engineer from 1966 to 1986.
He retired from the Mississippi National Guard in 1976 as a full Colonel. He has
served as a director of the Company since 1991.
James R. Pylant has served as a director of the Company since its
formation in 1986. He currently serves as President of Lamar County Development
Corp., which is a manufacturing company. Mr. Pylant and Jane P. Roberts are
first cousins.
Monty C. Roseberry has served as a director of the Company since its
formation in 1986. Prior to retiring in 1995, Mr. Roseberry worked as a lab
technician for Amerada Hess Corporation. Mr. Roseberry and Robert W. Roseberry
are half-brothers.
None of the Company's directors hold any directorships in companies with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act or subject to the requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940, as
amended.
Unless authority is expressly withheld, the proxy holders will vote the
proxies received by them for the nominees for director listed above, reserving
the right, however, to cumulate their votes and distribute them among the
nominees, in their discretion. Although each nominee has consented to being
named in this Proxy Statement and to serve if elected, if any nominee should,
prior to the Annual Meeting, decline or become unable to serve as a director,
the proxies will be voted by the proxy holders for such other persons as may be
designated by the present Board of Directors.
During 1998, the Company's Board of Directors had six meetings. No
incumbent director attended less than seventy-five percent (75%) of the total
number of meetings of the Board of Directors or committees upon which he served.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE ELECTION OF ALL THE NOMINEES.
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 25, 1999 held by each
director and each executive officer named in the Summary Compensation Table, by
all directors and executive officers as a group, and by each person who is known
by the Company to own beneficially more than five percent (5%) of each such
class (who is not an executive officer or director of the Company). Except as
otherwise indicated, no person named in the table shares voting or investment
power with respect to his or her beneficially owned shares, and the address of
each shareholder is the same as the address of the Company.
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
Executive Officers and Directors
Robert W. Roseberry................ 422,040(2) 9.8%
Jane P. Roberts.................... 90,000(3) 2.1
Kenneth M. Lott.................... 58,940(4) 1.4
O. B. Black, Jr.................... 236,820(5) 5.5
William H. Jordan.................. 185,340 4.3
James R. Pylant.................... 163,440(6) 3.8
Monty C. Roseberry................. 100,140 2.3
All Executive Officers and 1,277,12029.6 Directors as a Group (9 persons).
Other 5% Shareholders
Donna R. Byrd(7)................... 236,100 5.5
James E. Roseberry(8).............. 288,060 6.7
(1) The percentages are calculated based on 4,315,707 shares issued and
outstanding at March 25, 1999.
(2) Includes 3,600 shares held by spouse with respect to which Mr. Roseberry
shares voting and investment power.
(3) Includes 69,120 shares held by spouse with respect to which Ms. Roberts
shares voting and investment power.
(4) Includes 2,340 shares held by spouse and 4,800 shares held by a parent with
respect to which Mr. Lott shares voting and investment power.
(5) Includes 76,500 shares held by spouse as trustee of a trust with respect to
which Mr. Black shares voting and investment power and 98,400 shares held
by a family trust with respect to which Mr. Black's adult daughter is the
trustee and Mr. Black shares voting and investment power.
(6) Includes 42,900 shares held by spouse with respect to which Mr. Pylant
shares voting and investment power.
(7) Ms. Byrd is not a director or executive officer of the Company. Her address
is 1072 Talowah Road, Purvis, Mississippi 39475.
(8) Mr. Roseberry is not an executive officer or director of the Company. His
address is 122 Dean Rhyne Road, Purvis, Mississippi 39475.
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock. Executive officers and directors are required by Securities and
Exchange Commission Regulations to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended December 31, 1998 all Section 16(a) filing requirements applicable to the
Company's executive officers and directors were complied with.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- --------------------------------------
AWARDS PAYOUTS
------------------------ ---------
OTHER RESTRICTED SECURITIES
NAME & ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS ($) COMPENSATION($) AWARD(S)($) OPTIONS(#) PAYOUTS($) COMPENSATION ($)(2)
- ----------------------- ----- ------------ --------- --------------- ----------- ----------- ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert W. Roseberry 1998 146,125 24,130 0 0 0 0 13,413
Chairman of the Board 1997 141,530 23,200 0 0 0 0 13,308
& Chief Executive 1996 132,375 22,050 0 0 0 0 11,516
Officer
Jane P. Roberts 1998 133,900 21,840 0 0 0 0 12,126
Vice Chairman and 1997 128,050 20,100 0 0 0 0 11,838
Secretary 1996 121,350 19,845 0 0 0 0 10,255
Kenneth M. Lott 1998 106,306 16,246 0 0 0 0 9,041
President and 1997 98,100 12,950 0 0 0 0 8,317
Chief Operating 1996 92,229 12,102 0 0 0 0 7,112
Officer
<FN>
- ----------
(1) Includes directors' fees.
(2) Includes profit sharing, ESOP and 401(k) plan contributions.
</FN>
</TABLE>
EXECUTIVE SALARY CONTINUATION AGREEMENTS
The Company has entered into Executive Salary Continuation Agreements
with Mr. Roseberry, Ms. Roberts and Mr. Lott to provide incentives to these
officers to continue their employment with the Company on a long-term basis. The
agreements provide for the continuation of annual salary payments upon
retirement at age 65 or later for a period of 180 months (15 years) in the
amounts of $50,500, $44,900 and $57,200 in the case of Mr. Roseberry, Ms.
Roberts and Mr. Lott, respectively. The agreements also provide for continued
salary payments if the executive dies, becomes disabled or if the executive's
employment is terminated by the Company.
STOCK INCENTIVE PLAN
The Company has reserved 200,000 shares of Common Stock under the
Company's Stock Incentive Plan, which was adopted in August of 1998. Under this
Plan, the Board of Directors of the Company may grant options to employees of
the Company and its subsidiaries for up to ten year terms and at an option
exercise price equal to the fair market value of the stock on the date of the
grant. No options have been granted under this Plan.
DIRECTOR COMPENSATION
Directors receive a fee of $750 for each meeting of the Board of Directors
of the Company and the Bank and for loan committee meetings attended.
Historically, the Company has paid the directors an annual bonus in December of
each year. In 1998, the bonus was $4,400 per person.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to August of 1998, the Company did not have a compensation
committee. Robert W. Roseberry, Jane P. Roberts and Kenneth M. Lott participated
in deliberations of the Company's Board of Directors concerning executive
officer compensation set forth in the Summary Compensation Table. The Board
appointed O. B. Black, Jr., William H. Jordan and Robert W. Roseberry to the
Compensation Committee in August of 1998.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Robert W. Roseberry, O. B.
Black, Jr. and William H. Jordan. Messrs. Black and Jordan are directors of the
Bank. Mr. Roseberry is an officer and director of the Company and the Bank. Mr.
Black serves as chairman of the Committee. It is the responsibility of the
Committee to assess the performance and establish base salaries and annual bonus
compensation for the executive officers.
In establishing the salary of the Chief Executive Officer, the Committee
primarily considered Mr. Roseberry's past performance and the compensation
levels of chief executive officers of comparable financial institutions.
Specifically, the Committee utilized asset size peer group compensation data as
provided by the Mississippi Bankers Association (the "MBA"). Additionally, in
setting Mr. Roseberry's salary, performance criteria such as the Company's
return on average assets, return on equity and asset growth compared with prior
years were considered. No specific weights were assigned to these factors. Mr.
Roseberry's annual bonus was determined primarily on the Committee's evaluation
of the earnings performance of the Company compared with prior years. No
objective criteria were utilized in this evaluation.
With respect to the other executive officers, the Committee's
recommendation concerning salaries was based upon the performance of these
officers during 1998 as reflected by the performance of the Company. The
performance of the Company was evaluated by considering such criteria as return
on average assets, return on equity and asset growth. No specific weights were
assigned to these factors. Also, the Committee considered the asset size peer
group compensation data as provided by the MBA for executive officers with
similar duties and responsibilities. The amount of bonuses paid to these
executive officers was determined primarily on the Committee's evaluation of the
earnings performance of the Company in 1998 compared with prior years. No
objective criteria were utilized in this evaluation.
Mr. Roseberry abstained from discussions and decisions regarding his
own compensation.
Submitted by the Committee:
O. B. Black. Jr.
William H. Jordan
Robert W. Roseberry
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following graph compares the percentage change in the cumulative
total shareholder return on the Company's Common Stock against the cumulative
total return of the NASDAQ Stock Market (U.S.) Index and the NASDAQ Bank Stock
Index from December 16, 1998, the effective date of the Company's initial public
offering, through March 16, 1999. The graph assumes reinvestment of dividends,
where applicable.
<PAGE>
Lamar Capital Corporation Stock Performance
December 16, 1998 - March 16, 1999 Cumulative Total
Shareholder Return Comparison
Among Lamar Capital Corporation, NASDAQ Stock Market (U.S.)
Index and NASDAQ Bank Stock Index
12/16/98 1/15/99 2/16/99 3/16/99
-------- ------- ------- -------
Lamar Capital 100.00 98.75 95.00 93.75
Corporation
NASDAQ 100.00 116.87 115.16 121.40
Composite Index
NASDAQ BankIndex 100.00 103.74 100.66 104.15
ASSUMES $100 INVESTED ON 12/16/98, THE DATE OF THE COMPANY'S INITIAL PUBLIC
OFFERING.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April of 1998, the Company purchased 12,000 shares of Common Stock at
book value for $72,170 from Jack Pylant, brother of director James R. Pylant.
Mr. Pylant repurchased these shares at book value for $75,360 in July of 1998.
Robert W. Roseberry, a director and executive officer, is the owner of
Roseberry Insurance Company, Inc., a credit life insurance agency which provides
credit life insurance coverage solely to customers of the Bank. These services
resulted in commissions to Roseberry Insurance Company, Inc. of $4,695 in 1998.
The Bank from time to time makes loans to directors and executive
officers, and to personnel of directors and executive officers. All such loans
are made in the ordinary course of business, and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and do not involve more than
normal risk of collectability or present other unfavorable features.
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP, Independent Auditors, Jackson, Mississippi, were
the independent auditors for the Company during the fiscal year ended December
31, 1998. A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting. The representative will have the opportunity to make a statement
at the meeting if he desires to do so, and will be available to respond to any
appropriate questions.
The Board of Directors of the Company has selected the firm of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999. Stockholder approval and ratification of this selection is
not required by law or by the bylaws of the Company. Nevertheless, the Board has
chosen to submit it to the stockholders for their approval and ratification. Of
the shares represented and entitled to vote at the Annual Meeting (whether in
person or by proxy), more votes must be cast in favor of than votes cast against
the proposal to ratify and approve the selection of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31, 1999, in
order for this proposal to be adopted.
The proxyholders named in the accompanying proxy card will vote
FOR the foregoing proposal unless otherwise directed therein. Abstentions will
not be counted either as a vote FOR or as a vote AGAINST the proposal to ratify
and approve the selection of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending December 31, 1999. Broker non-votes will be
treated as not present for purposes of calculating the vote with respect to the
foregoing proposal, and will not be counted either as a vote FOR or AGAINST or
as an ABSTENTION with respect thereto. If more votes are cast AGAINST this
proposal than FOR, the Board of Directors will take such decision into
consideration in selecting independent auditors for the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
APPROVAL AND RATIFICATION OF THE INDEPENDENT AUDITORS
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established an audit committee consisting of
O. B. Black, Jr., William H. Jordan, James R. Pylant and Monty C. Roseberry. The
audit committee recommends the appointment of auditors and oversees the
accounting and audit functions of the Company. The audit committee met 12 times
in 1998.
The Board of Directors has established a compensation committee which
has the responsibility, among other things, of establishing the salary of the
executive officers of the Company and examining periodically the compensation
structure of the Company. The members of the compensation committee are O. B.
Black, Jr., William H. Jordan and Robert W. Roseberry. The compensation
committee met one time in 1998.
The Company does not have a standing nominating committee. Nominations are
made by the Board of Directors.
OTHER MATTERS
Management knows of no other matters that may properly be, or which are
likely to be, brought before the meeting. However, if any other matters are
properly brought before the meeting, the persons named in the enclosed proxy or
their substitutes will vote in their discretion on such matters.
PROPOSALS OF STOCKHOLDERS
Any proposal of a stockholder to be presented for action at the Annual
Meeting of Stockholders to be held April 25, 2000, must be received at the
Company's principal executive offices no later than December 14, 1999, if it is
to be included in management's proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman and Chief Executive Officer
Dated and Mailed at
Purvis, Mississippi
on or about April 12, 1999
<PAGE>
LAMAR CAPITAL CORPORATION
401 Shelby Speights Drive, Purvis, Mississippi 39475
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Robert W. Roseberry and Jane P.
Roberts, jointly and individually, as Proxies, each with the power to appoint
his substitute and hereby authorize(s) them to represent the undersigned, and to
vote upon all matters that may properly come before the meeting including the
matters described in the Proxy Statement furnished herewith, subject to any
directions indicated herein, with full power to vote, and to cumulate votes on,
all shares of Common Stock of Lamar Capital Corporation held of record by the
undersigned on March 25, 1999, at the annual meeting of stockholders to be held
on May 11, 1999, or any adjournment(s) thereof. IF NO DIRECTIONS ARE GIVEN, THE
PROXIES WILL VOTE FOR EACH NOMINEE LISTED BELOW, FOR APPROVAL OF PROPOSAL NO. 2,
AND AT THE DISCRETION OF THE PERSONS NAMED ABOVE IN CONNECTION WITH ANY OTHER
BUSINESS PROPERLY COMING BEFORE THE MEETING.
1. ELECTION OF DIRECTORS |_|FOR all |_|WITHHOLD |_|EXCEPTIONS*
nominees AUTHORITY
listed to vote
below. for all
nominees
listed
below.
The nominees for Director are: Robert W. Roseberry, Jane P. Roberts, Kenneth M.
Lott, O. B. Black, Jr., William H. Jordan, James R. Pylant and Monty C.
Roseberry.
The Board of Directors recommends a vote "FOR" all nominees.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below).
*Exceptions:____________________________________________________________________
2. TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY AND APPROVE THE SELECTION OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1999:
[_]FOR [_}AGAINST [_]ABSTAIN
Social Security Number:__________________________________________
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 corporation or partnership, sign in full corporate or partnership
name by authorized person.
Signature:_____________________________________________
Signature:_____________________________________________
Votes must be indicated by an (x) in Black or Blue Ink.
Dated:__________________________, 1999
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
